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

Eaton Vance Floating-Rate & High Income Fund (EIFHX) N-CSRCertified 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)

October 31

Date of Fiscal Year End

October 31, 2012

Date of Reporting Period

Item 1. Reports to Stockholders

Eaton Vance

Multi-Strategy Absolute

Return Fund

Annual Report

October 31, 2012

LOGO

LOGO

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

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

Annual Report October 31, 2012

Eaton Vance

Multi-Strategy Absolute Return Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			21

Federal Tax Information			22

Management and Organization			23

Important Notices			25

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

During the 12 months ended October 31, 2012, financial markets worldwide climbed, despite a less-than-ideal global economic backdrop. In the United States, the economy grew at a disappointing annual pace of 2.7% or less, and unemployment remained stubbornly high — dropping below 8% in September 2012 for the first time in more than three years. A pickup in the U.S. housing market and improved consumer sentiment, however, offered some encouragement. By contrast, economies in the U.K., European Union and many emerging markets weakened, pressured by the sovereign debt crisis in Europe and signs of slowing growth in China.

Financial markets responded positively, as central banks in the United States and Europe undertook stimulus measures aimed at averting further economic deterioration. Last fall, the U.S. Federal Reserve (the Fed) initiated “Operation Twist,” a program aimed at lowering borrowing costs for consumers and businesses, while the European Central Bank (ECB) put in place a long-term refinancing operation giving struggling eurozone banks access to very low interest-rate, three-year loans. By the New Year, the U.S. economy was showing signs of improvement and the fiscal situation in Europe was starting to stabilize, buoying the financial markets. However, investors grew risk-averse in the second quarter, as U.S. economic momentum faded and the sovereign debt crisis in Europe deepened. In the summer, markets benefited, as investors correctly anticipated more monetary stimulus measures in the United States and additional efforts in Europe to address the sovereign debt crisis. The ECB subsequently pledged to do whatever was necessary to save the euro and outlined an aggressive government bond repurchase program to help fiscally strapped eurozone countries. In the United States, the Fed announced a third round of U.S. quantitative easing — involving the open-ended purchase of agency mortgage-backed securities — along with plans to keep short-term interest rates near zero through mid-2015. Markets retreated late in the period amid mounting worries over the U.S. presidential election and looming fiscal cliff.

A combination of declining interest rates and central bank intervention helped bond prices move higher, with the Barclays Capital U.S. Aggregate Index² returning 5.25% for the year. Within the fixed-income market, the biggest gains came from higher-risk, lower credit quality bonds. Longer-maturity assets also did well, benefiting as yields fell more on longer-maturity than shorter-term issues.

Fund Performance

For the fiscal year ended October 31, 2012, Eaton Vance Multi-Strategy Absolute Return Fund’s (the Fund) Class A shares had a total return of 1.97% at net asset value (NAV), outperforming the 0.08% gain of its benchmark, the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index (the Index).

Nearly all of the Fund’s underlying Portfolios contributed positively to performance.

Some of the biggest contributions to performance versus the Index came from the Floating Rate Portfolio and the option absolute return strategy employed within the MSAR Completion Portfolio. The Floating Rate Portfolio benefited, as investors flocked to the higher-yields offered by floating-rate loans, which are typically issued by below-investment-grade companies. In addition, the prices on the securities appreciated, as credit spreads–the difference between the yields on lower- and higher-quality issues–tightened. The option absolute return strategy–which involves a series of put and call option spread combinations on the S&P 500 Index–performed well during a period of relatively low market volatility.

Elsewhere, foreign exposure through the Global Macro Portfolio and Global Macro Absolute Return Advantage Portfolio aided results versus the Index. These Portfolios, which focus on long and short positions in sovereign debt and currencies, gained due in part to foreign currencies appreciating against the U.S. dollar. To a lesser extent, a stake in commercial mortgage-backed securities (CMBS) within the MSAR Completion Portfolio contributed to performance versus the Index. The Fund’s focus during the period was on high-quality, short-maturity, low-volatility issues that generated higher income rather than similar-maturity U.S. Treasuries. On the margin, a small increase in the Fund’s overall duration–a measure of interest-rate sensitivity–aided performance versus the Index.

The Fund’s conservative positioning relative to its targeted volatility range muted results versus the Index, as higher-risk assets outperformed. The Fund’s stake in the Global Macro Absolute Return Advantage Portfolio and its exposure to the option absolute return strategy was reduced during the period. At the same time, the Fund increased its weighting in the Parametric Structured Absolute Return Portfolio, which is a lower-risk, more market-neutral portfolio. Small stakes in U.S. government agency mortgage-backed securities (through the Short-Term U.S. Government and Government Obligations Portfolios) and investment-grade corporate bonds had minimal impact on overall performance versus the Index. Some of the hedging strategies within the MSAR Completion Portfolio detracted from performance versus the Index. The Fund had some S&P 500 Index put options to manage the risk of owning the floating-rate loans and risk, in general. As the markets went up, the cost of owning these contracts dragged on performance versus the Index.

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.


		2

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Performance^2,3

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


% Average Annual Total Returns	Inception Date			One Year			Five Years			Since Inception
Class A at NAV		12/07/2004			1.97	%		3.43	%		4.11	%
Class A with 4.75% Maximum Sales Charge		—			–2.90			2.43			3.47
Class B at NAV		12/07/2004			1.21			2.66			3.32
Class B with 5% Maximum Sales Charge		—			–3.75			2.32			3.32
Class C at NAV		12/07/2004			1.32			2.69			3.34
Class C with 1% Maximum Sales Charge		—			0.33			2.69			3.34
Class I at NAV		10/01/2009			2.33			—			4.39
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index		12/07/2004			0.08	%		0.66	%		1.96	%


% Total Annual Operating Expense Ratios⁴	Class A			Class B			Class C			Class I
		1.22	%		1.96	%		1.96	%		0.98	%

Performance 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.

LOGO


Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Class B	$ 10,000	12/07/2004	$ 12,948	N.A.
Class C	$ 10,000	12/07/2004	$ 12,962	N.A.
Class I	$ 250,000	10/01/2009	$ 285,475	N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Fund Profile⁵

Portfolio Allocation (% of net assets)

LOGO

Fund Weightings (% of net assets)⁶


Absolute Return Strategies	52.0	%
Global Macro Portfolio	14.9
Global Macro Absolute Return Advantage Portfolio	7.4
Parametric Structured Absolute Return Portfolio	24.8
Option Absolute Return Strategy*	4.9
Income Strategies	40.5	%
Short-Term U.S. Government Portfolio	5.1
Government Obligations Portfolio	10.0
CMBS*	11.1
Investment-Grade Corporate Bonds*	1.6
Floating Rate Portfolio	12.7
Other	0.3
Equity Options*	-2.4
U.S. Treasury Futures*	2.7
Cash & Cash Equivalents*	12.3

*	Held in MSAR Completion Portfolio.

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Endnotes and Additional Disclosures

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.

Barclays Capital U.S. Aggregate Index is an unmanaged index of domestic investment-grade bonds, including corporate, government and mortgage-backed securities. BofA Merrill Lynch 3-Month U.S. Treasury Bill Index is an unmanaged index of U.S. Treasury securities maturing in 90 days. BofA Merrill Lynch^® indices not for redistribution or other uses; provided “as is”, without warranties, and with no liability. Eaton Vance has prepared this report, BofAML does not endorse it, or guarantee, review, or endorse Eaton Vance’s products. S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. 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.

⁴	Source: Fund prospectus.

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

⁶	Economic value is shown for derivatives holdings and, thus, total will not add to 100%. If applicable, CMBS refers to commercial mortgage-backed securities.

Fund profile subject to change due to active management.


		5

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Fund Expenses

Example: As a Fund shareholder, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and/or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of Fund investing and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (May 1, 2012 – October 31, 2012).

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

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

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


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)		Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	1,009.60	$	6.26		1.24	%
Class B	$	1,000.00	$	1,005.80	$	10.08		2.00	%
Class C	$	1,000.00	$	1,006.90	$	10.09		2.00	%
Class I	$	1,000.00	$	1,010.80	$	5.00		0.99	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,018.90	$	6.29		1.24	%
Class B	$	1,000.00	$	1,015.10	$	10.13		2.00	%
Class C	$	1,000.00	$	1,015.10	$	10.13		2.00	%
Class I	$	1,000.00	$	1,020.20	$	5.03		0.99	%

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 184/366 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2012. The Example reflects the expenses of both the Fund and the Portfolios.


		6

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Portfolio of Investments


Investments in Affiliated Portfolios	Value		% of Net Assets
Floating Rate Portfolio (identified cost, $94,164,468)	$	91,694,121		12.7	%
Global Macro Absolute Return Advantage Portfolio (identified cost, $53,718,604)		53,204,507		7.4
Global Macro Portfolio (identified cost, $104,108,670)		106,949,270		14.9
Government Obligations Portfolio (identified cost, $66,487,647)		71,726,848		10.0
MSAR Completion Portfolio (identified cost, $180,376,806)		182,337,525		25.3
Parametric Structured Absolute Return Portfolio (identified cost, $172,021,820)		178,543,498		24.8
Short-Term U.S. Government Portfolio (identified cost, $34,910,641)		36,575,713		5.1


Total Investments in Affiliated Portfolios (identified cost $705,788,656)		$721,031,482		100.2	%


Other Assets, Less Liabilities		$(1,230,369)		(0.2	)%


Net Assets	$	719,801,113		100.0	%


		7		See Notes to Financial Statements.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Affiliated investments, at value (identified cost, $705,788,656)	$	721,031,482
Receivable for Fund shares sold		2,265,352
Total assets	$	723,296,834

Liabilities
Payable for Fund shares redeemed	$	2,955,230
Distributions payable		241,934
Payable to affiliates:
Distribution and service fees		167,745
Trustees’ fees		42
Accrued expenses		130,770
Total liabilities	$	3,495,721
Net Assets	$	719,801,113

Sources of Net Assets
Paid-in capital	$	762,809,947
Accumulated net realized loss		(56,765,149	)
Accumulated distributions in excess of net investment income		(1,486,511	)
Net unrealized appreciation		15,242,826
Total	$	719,801,113

Class A Shares
Net Assets	$	338,113,840
Shares Outstanding		37,182,065
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	9.09
Maximum Offering Price Per Share
(100 ÷ 95.25 of net asset value per share)	$	9.54

Class B Shares
Net Assets	$	16,540,682
Shares Outstanding		1,820,710
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	9.08

Class C Shares
Net Assets	$	91,682,316
Shares Outstanding		10,090,133
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	9.09

Class I Shares
Net Assets	$	273,464,275
Shares Outstanding		30,083,196
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	9.09

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.


		8		See Notes to Financial Statements.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest and other income allocated from affiliated Portfolios (net of foreign taxes, $34,584)	$	22,240,276
Dividends allocated from affiliated Portfolios (net of foreign taxes, $158,816)		2,241,973
Expenses allocated from affiliated Portfolios		(7,247,489	)
Total investment income from Portfolios	$	17,234,760

Expenses
Distribution and service fees
Class A	$	991,508
Class B		195,161
Class C		1,261,985
Trustees’ fees and expenses		500
Custodian fee		48,143
Transfer and dividend disbursing agent fees		409,871
Legal and accounting services		48,383
Printing and postage		54,290
Registration fees		78,494
Miscellaneous		16,344
Total expenses	$	3,104,679

Net investment income	$	14,130,081

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(1,148,974	)
Net realized gain (loss) allocated from affiliated Portfolios —
Investment transactions (including a gain of $6,112 from precious metals)		(22,694,589	)
Written options		9,038,220
Securities sold short		264,714
Futures contracts		(5,927,963	)
Swap contracts		(2,018,777	)
Forward commodity contracts		(81,486	)
Foreign currency and forward foreign currency exchange contract transactions		8,194,225
Net realized loss	$	(14,374,630	)
Change in unrealized appreciation (depreciation) —
Investments	$	1,148,974
Change in unrealized appreciation (depreciation) allocated from affiliated Portfolios —
Investments (including net decrease of $76,230 from precious metals) and (net of decrease in accrued foreign capital gains taxes of $1,097)		18,526,682
Written options		452,404
Securities sold short		(1,164,055	)
Futures contracts		1,882,261
Swap contracts		(2,432,987	)
Forward commodity contracts		84,904
Foreign currency and forward foreign currency exchange contracts		(2,982,021	)
Net change in unrealized appreciation (depreciation)	$	15,516,162

Net realized and unrealized gain	$	1,141,532

Net increase in net assets from operations	$	15,271,613


		9		See Notes to Financial Statements.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	14,130,081		$	9,230,376
Net realized loss from investment transactions, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, and foreign currency and forward foreign currency exchange contract transactions		(14,374,630	)		(3,831,907	)
Net change in unrealized appreciation (depreciation) from investments, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, foreign currency and forward foreign currency exchange contracts		15,516,162			(1,633,329	)
Net increase in net assets from operations	$	15,271,613		$	3,765,140
Distributions to shareholders —
From net investment income
Class A	$	(8,239,928	)	$	(5,488,871	)
Class B		(294,032	)		(340,723	)
Class C		(1,909,176	)		(1,713,171	)
Class I		(5,268,497	)		(2,097,769	)
Tax return of capital
Class A		(2,631,821	)		—
Class B		(93,913	)		—
Class C		(609,788	)		—
Class I		(1,682,750	)		—
Total distributions to shareholders	$	(20,729,905	)	$	(9,640,534	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	200,287,569		$	379,976,539
Class B		301,830			2,668,301
Class C		15,887,489			58,882,498
Class I		226,884,615			257,347,130
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		10,473,233			4,942,008
Class B		333,604			251,430
Class C		2,132,149			1,373,441
Class I		4,420,408			1,230,201
Cost of shares redeemed
Class A		(284,458,290	)		(115,312,350	)
Class B		(5,634,199	)		(7,365,582	)
Class C		(69,144,751	)		(39,239,467	)
Class I		(144,431,760	)		(72,667,527	)
Net asset value of shares exchanged
Class A		779,900			1,203,178
Class B		(779,900	)		(1,203,178	)
Net increase (decrease) in net assets from Fund share transactions	$	(42,948,103	)	$	472,086,622

Net increase (decrease) in net assets	$	(48,406,395	)	$	466,211,228

Net Assets
At beginning of year	$	768,207,508		$	301,996,280
At end of year	$	719,801,113		$	768,207,508

Accumulated undistributed (distributions in excess of) net investment income included in net assets
At end of year	$	(1,486,511	)	$	913,668


		10		See Notes to Financial Statements.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Financial Highlights


	Class A
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	9.160		$	9.200		$	8.890		$	7.600		$	9.630

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.171		$	0.172		$	0.350		$	0.485		$	0.568
Net realized and unrealized gain (loss)		0.007			(0.023	)		0.362			1.328			(1.977	)

Total income (loss) from operations	$	0.178		$	0.149		$	0.712		$	1.813		$	(1.409	)

Less Distributions
From net investment income	$	(0.188	)	$	(0.189	)	$	(0.296	)	$	(0.523	)	$	(0.588	)
Tax return of capital		(0.060	)		—			(0.106	)		—			(0.033	)

Total distributions	$	(0.248	)	$	(0.189	)	$	(0.402	)	$	(0.523	)	$	(0.621	)

Net asset value — End of year	$	9.090		$	9.160		$	9.200		$	8.890		$	7.600

Total Return⁽²⁾		1.97	%		1.62	%		8.18	%		24.98	%		(15.48	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	338,114		$	413,764		$	146,073		$	139,217		$	128,030
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.27	%		1.22	%		1.10	%		1.17	%		1.14	%
Net investment income		1.88	%		1.86	%		3.85	%		6.12	%		6.22	%
Portfolio Turnover of the Fund⁽⁵⁾		68	%		26	%		60	%		61	%		19	%
Portfolio Turnover of Boston Income Portfolio		N.A.			70	%		75	%		74	%		54	%
Portfolio Turnover of Floating Rate Portfolio		42	%		56	%		39	%		35	%		7	%
Portfolio Turnover of Global Macro Absolute Return Advantage Portfolio		91	%		50	%		N.A.			N.A.			N.A.
Portfolio Turnover of Global Macro Portfolio		39	%		33	%		19	%		25	%		N.A.
Portfolio Turnover of Government Obligations Portfolio		26	%		19	%		22	%		28	%		19	%
Portfolio Turnover of Large-Cap Core Research Portfolio		N.A.			64	%		51	%		N.A.			N.A.
Portfolio Turnover of MSAR Completion Portfolio		37	%		32	%		2	%⁽⁶⁾		N.A.			N.A.
Portfolio Turnover of Multi-Sector Portfolio		N.A.			N.A.			N.A.			31	%⁽⁷⁾		N.A.
Portfolio Turnover of Parametric Structured Absolute Return Portfolio		22	%		N.A.			N.A.			N.A.			N.A.
Portfolio Turnover of Short-Term U.S. Government Portfolio		15	%		6	%		26	%		N.A.			N.A.

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽³⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁴⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁵⁾	Percentage includes both the Fund’s contributions to and withdrawals from the Portfolios and purchases and sales of securities held directly by the Fund, if any.

⁽⁶⁾	For the period from the Portfolio’s start of business, August 24, 2010, to October 31, 2010.

⁽⁷⁾	For the period from the Portfolio’s start of business, July 16, 2009, to October 31, 2009.


		11		See Notes to Financial Statements.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Financial Highlights — continued


	Class B
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	9.150		$	9.200		$	8.890		$	7.590		$	9.620

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.103		$	0.115		$	0.283		$	0.426		$	0.500
Net realized and unrealized gain (loss)		0.006			(0.045	)		0.361			1.337			(1.977	)

Total income (loss) from operations	$	0.109		$	0.070		$	0.644		$	1.763		$	(1.477	)

Less Distributions
From net investment income	$	(0.136	)	$	(0.120	)	$	(0.246	)	$	(0.463	)	$	(0.524	)
Tax return of capital		(0.043	)		—			(0.088	)		—			(0.029	)

Total distributions	$	(0.179	)	$	(0.120	)	$	(0.334	)	$	(0.463	)	$	(0.553	)

Net asset value — End of year	$	9.080		$	9.150		$	9.200		$	8.890		$	7.590

Total Return⁽²⁾		1.21	%		0.75	%		7.37	%		24.22	%		(16.13	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	16,541		$	22,469		$	28,217		$	31,637		$	28,616
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		2.02	%		1.96	%		1.85	%		1.93	%		1.88	%
Net investment income		1.13	%		1.25	%		3.12	%		5.38	%		5.48	%
Portfolio Turnover of the Fund⁽⁵⁾		68	%		26	%		60	%		61	%		19	%
Portfolio Turnover of Boston Income Portfolio		N.A.			70	%		75	%		74	%		54	%
Portfolio Turnover of Floating Rate Portfolio		42	%		56	%		39	%		35	%		7	%
Portfolio Turnover of Global Macro Absolute Return Advantage Portfolio		91	%		50	%		N.A.			N.A.			N.A.
Portfolio Turnover of Global Macro Portfolio		39	%		33	%		19	%		25	%		N.A.
Portfolio Turnover of Government Obligations Portfolio		26	%		19	%		22	%		28	%		19	%
Portfolio Turnover of Large-Cap Core Research Portfolio		N.A.			64	%		51	%		N.A.			N.A.
Portfolio Turnover of MSAR Completion Portfolio		37	%		32	%		2	%⁽⁶⁾		N.A.			N.A.
Portfolio Turnover of Multi-Sector Portfolio		N.A.			N.A.			N.A.			31	%⁽⁷⁾		N.A.
Portfolio Turnover of Parametric Structured Absolute Return Portfolio		22	%		N.A.			N.A.			N.A.			N.A.
Portfolio Turnover of Short-Term U.S. Government Portfolio		15	%		6	%		26	%		N.A.			N.A.

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽³⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁴⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁵⁾	Percentage includes both the Fund’s contributions to and withdrawals from the Portfolios and purchases and sales of securities held directly by the Fund, if any.

⁽⁶⁾	For the period from the Portfolio’s start of business, August 24, 2010, to October 31, 2010.

⁽⁷⁾	For the period from the Portfolio’s start of business, July 16, 2009, to October 31, 2009.


		12		See Notes to Financial Statements.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	9.150		$	9.200		$	8.890		$	7.590		$	9.620

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.103		$	0.111		$	0.282		$	0.426		$	0.500
Net realized and unrealized gain (loss)		0.016			(0.041	)		0.362			1.337			(1.978	)

Total income (loss) from operations	$	0.119		$	0.070		$	0.644		$	1.763		$	(1.478	)

Less Distributions
From net investment income	$	(0.136	)	$	(0.120	)	$	(0.246	)	$	(0.463	)	$	(0.523	)
Tax return of capital		(0.043	)		—			(0.088	)		—			(0.029	)

Total distributions	$	(0.179	)	$	(0.120	)	$	(0.334	)	$	(0.463	)	$	(0.552	)

Net asset value — End of year	$	9.090		$	9.150		$	9.200		$	8.890		$	7.590

Total Return⁽²⁾		1.32	%		0.75	%		7.37	%		24.21	%		(16.13	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	91,682		$	143,809		$	123,689		$	133,596		$	120,654
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		2.02	%		1.96	%		1.85	%		1.93	%		1.88	%
Net investment income		1.13	%		1.20	%		3.12	%		5.37	%		5.48	%
Portfolio Turnover of the Fund⁽⁵⁾		68	%		26	%		60	%		61	%		19	%
Portfolio Turnover of Boston Income Portfolio		N.A.			70	%		75	%		74	%		54	%
Portfolio Turnover of Floating Rate Portfolio		42	%		56	%		39	%		35	%		7	%
Portfolio Turnover of Global Macro Absolute Return Advantage Portfolio		91	%		50	%		N.A.			N.A.			N.A.
Portfolio Turnover of Global Macro Portfolio		39	%		33	%		19	%		25	%		N.A.
Portfolio Turnover of Government Obligations Portfolio		26	%		19	%		22	%		28	%		19	%
Portfolio Turnover of Large-Cap Core Research Portfolio		N.A.			64	%		51	%		N.A.			N.A.
Portfolio Turnover of MSAR Completion Portfolio		37	%		32	%		2	%⁽⁶⁾		N.A.			N.A.
Portfolio Turnover of Multi-Sector Portfolio		N.A.			N.A.			N.A.			31	%⁽⁷⁾		N.A.
Portfolio Turnover of Parametric Structured Absolute Return Portfolio		22	%		N.A.			N.A.			N.A.			N.A.
Portfolio Turnover of Short-Term U.S. Government Portfolio		15	%		6	%		26	%		N.A.			N.A.

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽³⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁴⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁵⁾	Percentage includes both the Fund’s contributions to and withdrawals from the Portfolios and purchases and sales of securities held directly by the Fund, if any.

⁽⁶⁾	For the period from the Portfolio’s start of business, August 24, 2010, to October 31, 2010.

⁽⁷⁾	For the period from the Portfolio’s start of business, July 16, 2009, to October 31, 2009.


		13		See Notes to Financial Statements.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31,									Period Ended October 31, 2009⁽¹⁾
	2012			2011			2010			Period Ended October 31, 2009⁽¹⁾
Net asset value — Beginning of period	$	9.150		$	9.200		$	8.890		$	8.830

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.196		$	0.185		$	0.353		$	0.027
Net realized and unrealized gain (loss)		0.014			(0.023	)		0.381			0.071

Total income from operations	$	0.210		$	0.162		$	0.734		$	0.098

Less Distributions
From net investment income	$	(0.205	)	$	(0.212	)	$	(0.313	)	$	(0.038	)
Tax return of capital		(0.065	)		—			(0.111	)		—

Total distributions	$	(0.270	)	$	(0.212	)	$	(0.424	)	$	(0.038	)

Net asset value — End of period	$	9.090		$	9.150		$	9.200		$	8.890

Total Return⁽³⁾		2.33	%		1.76	%		8.45	%		1.12	%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	273,464		$	188,165		$	4,018		$	1,253
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		1.01	%		0.98	%		0.85	%		0.99	%⁽⁷⁾
Net investment income		2.15	%		2.00	%		3.86	%		7.29	%⁽⁷⁾
Portfolio Turnover of the Fund⁽⁸⁾		68	%		26	%		60	%		61	%⁽⁹⁾
Portfolio Turnover of Boston Income Portfolio		N.A.			70	%		75	%		74	%⁽¹⁰⁾
Portfolio Turnover of Floating Rate Portfolio		42	%		56	%		39	%		35	%⁽¹⁰⁾
Portfolio Turnover of Global Macro Absolute Return Advantage Portfolio		91	%		50	%		N.A.			N.A.
Portfolio Turnover of Global Macro Portfolio		39	%		33	%		19	%		25	%⁽¹⁰⁾
Portfolio Turnover of Government Obligations Portfolio		26	%		19	%		22	%		28	%⁽¹⁰⁾
Portfolio Turnover of Large-Cap Core Research Portfolio		N.A.			64	%		51	%		N.A.
Portfolio Turnover of MSAR Completion Portfolio		37	%		32	%		2	%⁽¹¹⁾		N.A.
Portfolio Turnover of Multi-Sector Portfolio		N.A.			N.A.			N.A.			31	%⁽¹²⁾
Portfolio Turnover of Parametric Structured Absolute Return Portfolio		22	%		N.A.			N.A.			N.A.
Portfolio Turnover of Short-Term U.S. Government Portfolio		15	%		6	%		26	%		N.A.

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

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁶⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁷⁾	Annualized.

⁽⁸⁾	Percentage includes both the Fund’s contributions to and withdrawals from the Portfolios and purchases and sales of securities held directly by the Fund, if any.

⁽⁹⁾	For the Fund’s year ended October 31, 2009.

⁽¹⁰⁾	For the Portfolio’s year ended October 31, 2009.

⁽¹¹⁾	For the period from the Portfolio’s start of business, August 24, 2010, to October 31, 2010.

⁽¹²⁾	For the period from the Portfolio’s start of business, July 16, 2009, to October 31, 2009.


		14		See Notes to Financial Statements.

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Multi-Strategy Absolute Return Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Beginning January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund’s investment objective is to seek total return. The Fund currently pursues its objective by investing all of its investable assets in interests in the following seven portfolios managed by Eaton Vance Management (EVM) or its affiliates: Floating Rate Portfolio, Global Macro Absolute Return Advantage Portfolio, Global Macro Portfolio, Government Obligations Portfolio, MSAR Completion Portfolio, Parametric Structured Absolute Return Portfolio and Short-Term U.S. Government Portfolio (the Portfolios), which are Massachusetts business trusts. The value of the Fund’s investments in the Portfolios reflects the Fund’s proportionate interest in the net assets of Floating Rate Portfolio, Global Macro Absolute Return Advantage Portfolio, Global Macro Portfolio, Government Obligations Portfolio, MSAR Completion Portfolio, Parametric Structured Absolute Return Portfolio and Short-Term U.S. Government Portfolio (1.0%, 4.5%, 1.5%, 5.6%, 99.7%, 67.7% and 9.1%, respectively, at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolios. A copy of each Portfolio’s financial statements is available on the EDGAR database on the Securities and Exchange Commission’s website (www.sec.gov), at the Commission’s public reference room in Washington, DC or upon request from the Fund’s principal underwriter, Eaton Vance Distributors, Inc. (EVD), by calling 1-800-262-1122.

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

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

Debt obligations (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned, fixed rate 30-year mortgage-backed securities as noted below) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term obligations purchased with a remaining maturity of sixty days or less (excluding those that are non-U.S. dollar denominated, which typically are valued by a pricing service or dealer quotes) are generally valued at amortized cost, which approximates market value. Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Portfolios’ Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Precious metals are valued at the New York composite mean quotation reported by Bloomberg at the valuation time. Exchange-traded options (other than FLexible EXchange traded options) are valued at the mean between the bid and asked prices at valuation time as reported by the Options Price Reporting Authority for U.S. listed options or by the relevant exchange or board of trade for non-U.S. listed options. Over-the-counter options (including options on securities, indices and foreign currencies) and FLexible EXchange traded options traded at the Chicago Board Options Exchange are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the volatility of the underlying instrument and the period of time until option expiration. Financial and commodities futures contracts are valued at the closing settlement price established by the board of trade or exchange on which they are traded. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolios’ forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. Forward commodity contracts are generally valued based on the price of the underlying futures or forward contract provided by the exchange on which the underlying instruments are traded or if unavailable, based on forward rates provided by broker/dealers. Interest rate swaps, cross-currency swaps and options on interest rate swaps (“swaptions”) are normally valued using


		15

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Notes to Financial Statements — continued

valuations provided by a third party pricing service. Such pricing service valuations are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract. Future cash flows are discounted to their present value using swap rates provided by electronic data services or by broker/dealers. Alternatively, swaptions may be valued at the valuation provided by the counterparty, so determined using the same techniques as those employed by the pricing service. Credit default swaps are normally valued using valuations provided by a third party pricing service. The pricing services employ electronic data processing techniques to determine the present value based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary models. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolios in a manner that fairly reflects the security’s value, or the amount that the Portfolios might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

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

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

The Portfolios may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by EVM. Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities in the same manner as debt obligations described above.

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

At October 31, 2012, the Fund, for federal income tax purposes, had a capital loss carryforward of $31,834,307 and current year deferred capital losses of $16,497,310 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2013 ($1,057,658), October 31, 2014 ($1,054,697), October 31, 2015 ($1,377,385), October 31, 2016 ($15,304,398), October 31, 2017 ($9,100,702) and October 31, 2018 ($3,939,467). The current year deferred capital losses are treated as arising on the first day of the Fund’s next taxable year and are treated as realized prior to the utilization of the capital loss carryforward.

Additionally, at October 31, 2012, the Fund had a net investment loss of $2,265,508 incurred after December 31, 2011. This net investment loss is treated as arising on the first day of the Fund’s taxable year ending October 31, 2013.


		16

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Notes to Financial Statements — continued

As of October 31, 2012, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

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

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

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

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

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

2 Distributions to Shareholders

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

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Ordinary income	$	15,711,633	$	9,640,534
Tax return of capital	$	5,018,272		—

During the year ended October 31, 2012, accumulated distributions in excess of net investment income was increased by $818,627, accumulated net realized loss was increased by $4,993,975 and paid-in capital was increased by $5,812,602 due to differences between book and tax accounting, primarily for swap contracts, premium amortization, tax accounting for straddle transactions, foreign currency gain (loss), futures contracts, options contracts, investments in passive foreign investment companies (PFICs), investment in partnerships, a Portfolio’s investment in a subsidiary and paydown gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Capital loss carryforward and deferred capital losses	$	(48,331,617	)
Late year ordinary losses	$	(2,265,508	)
Net unrealized appreciation	$	7,830,225
Other temporary differences	$	(241,934	)


		17

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Notes to Financial Statements — continued

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

3 Transactions with Affiliates

EVM serves as the investment adviser and administrator of the Fund, providing investment advisory services (relating to the investment of the Fund’s assets in the Portfolios) and administering the business affairs of the Fund. EVM does not receive a fee for serving as the Fund’s investment adviser and administrator. The Portfolios have engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. For the year ended October 31, 2012, the Fund’s allocated portion of the investment adviser fees paid by the Portfolios amounted to $5,540,428 or 0.71% of the Fund’s average daily net assets.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $15,406 in sub-transfer agent fees. The Fund was informed that EVD, an affiliate of EVM, received $19,809 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. 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).

Trustees and officers of the Fund and the Portfolios who are members of EVM’s or BMR’s organizations receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolios are officers of the above organizations.

4 Distribution Plans

The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class B and Class C Plans, the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2012, the Fund paid or accrued to EVD $146,371 and $946,489 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2012, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $970,000 and $14,835,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $48,790 and $315,496 for Class B and Class C shares, respectively.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $26,000, $33,000 and $36,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.


		18

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Notes to Financial Statements — continued

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investments in the Portfolios were as follows:


Portfolio	Contributions		Withdrawals

Boston Income Portfolio	$	—	$	1
Floating Rate Portfolio		15,561,816		68,090,141
Global Macro Absolute Return Advantage Portfolio		7,693,775		55,306,238
Global Macro Portfolio		42,746,709		36,488,798
Government Obligations Portfolio		82,505,165		24,078,703
Large-Cap Core Research Portfolio		—		15,606,868
MSAR Completion Portfolio		160,802,586		358,147,502
Parametric Structured Absolute Return Portfolio		196,256,868		19,005,394
Short-Term U.S. Government Portfolio		18,846,528		12,159,676

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2012			2011

Sales		21,974,238			41,159,963
Issued to shareholders electing to receive payments of distributions in Fund shares		1,151,032			535,404
Redemptions		(31,214,623	)		(12,509,560	)
Exchange from Class B shares		85,585			130,037

Net increase (decrease)		(8,003,768	)		29,315,844


	Year Ended October 31,
Class B	2012			2011

Sales		33,120			289,391
Issued to shareholders electing to receive payments of distributions in Fund shares		36,702			27,223
Redemptions		(619,253	)		(798,568	)
Exchange to Class A shares		(85,623	)		(130,084	)

Net decrease		(635,054	)		(612,038	)


	Year Ended October 31,
Class C	2012			2011

Sales		1,744,238			6,372,782
Issued to shareholders electing to receive payments of distributions in Fund shares		234,563			148,719
Redemptions		(7,603,790	)		(4,253,172	)

Net increase (decrease)		(5,624,989	)		2,268,329


		19

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Notes to Financial Statements — continued


	Year Ended October 31,
Class I	2012			2011

Sales		24,905,523			27,890,271
Issued to shareholders electing to receive payments of distributions in Fund shares		485,942			133,437
Redemptions		(15,862,419	)		(7,906,247	)

Net increase		9,529,046			20,117,461

At October 31, 2012, accounts advised by EVM owned 14.5% of the value of the outstanding shares of the Fund.

8 Fair Value Measurements

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

Level 1 – quoted prices in active markets for identical investments

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

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

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. At October 31, 2012 and October 31, 2011, the Fund’s investments in the Portfolios were valued based on Level 1 inputs.


		20

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Eaton Vance Multi-Strategy Absolute Return Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), including the portfolio of investments, as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Multi-Strategy Absolute Return Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2012


		21

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Federal Tax Information (Unaudited)

The Form 1099-DIV you receive in January 2013 will show the tax status of all distributions paid to your account in calendar year 2012. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income. The Fund designates approximately $1,873,003, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2012 ordinary income dividends, 16.26% qualifies for the corporate dividends received deduction.


		22

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) are responsible for the overall management and supervision of the Trust’s affairs. The Trustees and officers of the Trust are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 187 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.


Name and Year of Birth	Position(s) with the Trust	Length of Service	Principal Occupation(s) and Directorships 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 187 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust. Directorships in the Last Five Years.⁽¹⁾ Director of EVC and Hexavest Inc.


Noninterested Trustees

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

Benjamin C. Esty 1963	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾None.

Ronald A. Pearlman 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.


		23

Eaton Vance

Multi-Strategy Absolute Return Fund

October 31, 2012

Management and Organization — continued


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

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Since 1998	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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
Name and Year of Birth	Position(s) with the Trust	Length of Service	Principal Occupation(s) During Past Five Years

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

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

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

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

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

⁽¹⁾

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

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.


		24

Eaton Vance Funds

IMPORTANT NOTICES

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

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

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

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

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

Our pledge of privacy applies to the following entities within the Eaton Vance organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton Vance Investment Counsel, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only to those Eaton Vance customers who are individuals and who have a direct relationship with us. If a customer’s account (i.e., fund shares) is held in the name of a third-party financial advisor/broker-dealer, it is likely that only such advisor’s privacy policies apply to the customer. This notice supersedes all previously issued privacy disclosures. For more information about Eaton Vance’s Privacy Policy, please call 1-800-262-1122.

Delivery of Shareholder Documents. The Securities and Exchange Commission (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, otherwise. If you would prefer that your Eaton Vance documents not be householded, please contact Eaton Vance at 1-800-262-1122, or contact your financial advisor. Your instructions that householding not apply to delivery of your Eaton Vance documents will be effective within 30 days of receipt by Eaton Vance or your financial advisor.

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

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


		25

This Page Intentionally Left Blank

Investment Adviser and Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

FINRA BrokerCheck. Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing this program is available to investors at www.FINRA.org.

LOGO

2320-12/12 DISRC

Eaton Vance

Global Macro Absolute

Return Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

Global Macro Absolute Return Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			18 and 65

Federal Tax Information			19

Management and Organization			66

Important Notices			69

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

The 12-month period ending October 31, 2012 was a year dominated by central bank easing. The most aggressive action took place in developed-market countries that are burdened with debt. The European Central Bank (ECB) offered low-interest, three-year loans to banks, as the region’s debt crisis made it difficult for banks to fund their operations in the public markets. The ECB also cut its main interest rate three times, to a record low of 0.75%, and unveiled a plan to buy bonds of troubled eurozone governments. With their key policy rates already near zero, the U.S. Federal Reserve (the Fed), Bank of Japan and Bank of England relied on quantitative easing to try to reduce longer-term borrowing costs and spur economic growth. In addition, the Fed continued with “Operation Twist,” a stimulus program that was set to expire in June 2012 but that was extended through the end of 2012.

In the United States, gross domestic product (GDP) growth slid from an annual rate of 4.1% in the fourth quarter of 2011 to 2.7% or less in each of the next three quarters. Growth in Germany and Japan also decelerated, Spain and Italy entered recession, and France appeared to be heading in that direction. Latin American and emerging Asian economies grew faster than their developed-market counterparts. However, their growth rates slowed, causing central banks in Brazil, China and other countries in these regions to reduce interest rates.

The world’s bond markets generally posted positive returns during the fiscal year. Higher-risk securities delivered some of the strongest gains, as investors chased yield in the low-rate environment. For example, local bond prices appreciated throughout much of the emerging world. In the foreign exchange markets, most Latin American and Asian currencies strengthened versus the U.S. dollar, and most Central and Eastern European currencies strengthened versus the euro. On a total return basis, the Mexican peso and Philippine peso did especially well versus the U.S. dollar, while the Polish zloty was a standout performer versus the euro.

Fund Performance

For the fiscal year ending October, 31, 2012, Eaton Vance Global Macro Absolute Return Fund’s (the Fund) Class A shares at net asset value (NAV) had a total return of 3.06%. By comparison, the Fund’s benchmark, the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index (the Index)², gained 0.08% during the period.

In Asia, the Fund benefited from long positions in several currencies, particularly the Philippine peso. The peso appreciated on reports of better-than-expected economic growth in the Philippines and a narrowing of the country’s budget deficit. Alternatively, a short position in the Japanese yen was unfavorable given the attraction of the yen as a safe-haven currency, as well as positive real rates of return on Japanese government bonds.

In Central and Eastern Europe, exposure to euro-denominated Polish debt was helpful. Poland has been working to meet the Maastricht Treaty criteria so that it can join the eurozone, and these efforts have strengthened the country’s economic fundamentals. In Western Europe, the Fund was short eurozone sovereign credit. A short position in Spain added to performance versus the Index because of Spain’s ongoing debt problems. However, a short position in France detracted from performance versus the Index, as the French credit remained strong during the period due to technical reasons.

One of the biggest contributors in Latin America was a long position in the Mexican peso. Mexico had elections in July 2012, and investors were optimistic that the new administration would institute reforms to improve the country’s long-run economic growth potential. On the negative side, a short position in Argentinian credit default swaps did poorly. The cost to insure Argentina’s bonds spiked near the end of the period due to a surprise court ruling related to the country’s debt restructuring of several years ago.

In Africa, both long and short currency positions contributed to the Fund’s return, although a long position in the Nigerian naira was particularly helpful. Nigeria’s government bills had strong yields, and the country saw increased capital flows based on its ability to export oil. Furthermore, its debt was added to key benchmark indices in the latter part of the fiscal year.

The Fund’s commodity exposure did not have a meaningful impact on performance versus the Index. The Fund was long platinum and short gold, and both precious metals posted relatively flat returns during the period.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Performance^2,3

Portfolio Managers John R. Baur, Michael A. Cirami, CFA and Eric Stein, CFA


% Average Annual Total Returns	Inception Date			One Year			Five Years			Since Inception
Class A at NAV		06/27/2007			3.06	%		4.40	%		4.97	%
Class A with 4.75% Maximum Sales Charge		—			–1.87			3.39			4.02
Class C at NAV		10/01/2009			2.41			—			2.31
Class C with 1% Maximum Sales Charge		—			1.41			—			2.31
Class I at NAV		06/27/2007			3.37			4.70			5.25
Class R at NAV		04/08/2010			2.95			—			1.97
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index		06/27/2007			0.08	%		0.66	%		0.93	%


% Total Annual Operating Expense Ratios⁴	Class A			Class C			Class I			Class R
		1.14	%		1.84	%		0.85	%		1.34	%

Performance of $250,000

This graph shows the change in value of a hypothetical investment of $250,000 in Class I of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

LOGO


Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Class A	$10,000	06/27/2007	$12,962	$12,345
Class C	$10,000	10/01/2009	$10,731	N.A.
Class R	$10,000	04/08/2010	$10,514	N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Fund Profile⁵

Asset Allocation (% of net assets)⁶

LOGO

*	Net securities sold short.

Foreign Currency Exposure (% of net assets)⁷


India	6.7	%	Poland	1.6	%
Malaysia	5.0		Uruguay	1.5
China	4.8		Georgia	1.2
Serbia	4.8		Peru	1.0
Nigeria	4.8		Gold	0.4
Mexico	4.5		New Zealand	0.1
South Korea	4.1		Dominican Republic	0.0	*
Hong Kong	3.5		Costa Rica	0.0	*
Platinum	3.4		Uganda	0.0	*
Turkey	3.1		United Kingdom	0.0	*
Philippines	2.9		Chile	0.0	*
Norway	2.2		Hungary	-0.1
Brazil	2.1		South Africa	-2.0
Sri Lanka	2.0		Japan	-2.3
Singapore	2.0		Australia	-2.9
Sweden	2.0		Taiwan	-5.5
			Euro	-16.7

			Total Long	63.7

			Total Short	-29.5

* Amount is less than 0.05%.			Total Net	34.2

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Endnotes and Additional Disclosures

BofA Merrill Lynch 3-Month U.S. Treasury Bill Index is an unmanaged index of U.S. Treasury securities maturing in 90 days. BofA Merrill Lynch^® indices not for redistribution or other uses; provided “as is”, without warranties, and with no liability. Eaton Vance has prepared this report, BofAML does not endorse it, or guarantee, review, or endorse Eaton Vance’s products. 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.

⁴	Source: Fund prospectus.

⁵	Fund primarily invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund and may also invest directly. Unless otherwise noted, references to investments are to the aggregate holdings of the Fund and the Portfolio.

⁶	Other net assets represents other assets less liabilities and includes investment types, if any, each less than 1% of net assets. See Statement of Assets and Liabilities for details.

⁷	Currency exposures include all foreign exchange denominated assets, currency derivatives and commodities (including commodity derivatives). Total exposures may exceed 100% due to implicit leverage created by derivatives.

Fund profile subject to change due to active management.


		5

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)		Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	1,013.30	$	6.88		1.36	%
Class C	$	1,000.00	$	1,009.60	$	10.46		2.07	%
Class I	$	1,000.00	$	1,014.90	$	5.37		1.06	%
Class R	$	1,000.00	$	1,013.30	$	7.89		1.56	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,018.30	$	6.90		1.36	%
Class C	$	1,000.00	$	1,014.70	$	10.48		2.07	%
Class I	$	1,000.00	$	1,019.80	$	5.38		1.06	%
Class R	$	1,000.00	$	1,017.30	$	7.91		1.56	%

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 184/366 (to reflect the one-half year period). The Example assumes that the $1,000 was invested at the net asset value per share determined at the close of business on April 30, 2012. The Example reflects the expenses of both the Fund and the Portfolio.


		6

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investment in Global Macro Portfolio, at value (identified cost, $6,429,599,338)	$	6,487,760,513
Receivable for Fund shares sold		28,084,383
Total assets	$	6,515,844,896

Liabilities
Payable for Fund shares redeemed	$	22,535,893
Distributions payable		7,081,090
Payable to affiliates:
Distribution and service fees		1,107,149
Trustees’ fees		42
Accrued expenses		1,165,780
Total liabilities	$	31,889,954
Net Assets	$	6,483,954,942

Sources of Net Assets
Paid-in capital	$	6,540,709,400
Accumulated net realized loss from Portfolio		(59,170,803	)
Accumulated distributions in excess of net investment income		(55,744,830	)
Net unrealized appreciation from Portfolio		58,161,175
Total	$	6,483,954,942

Class A Shares
Net Assets	$	1,557,258,794
Shares Outstanding		157,248,871
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	9.90
Maximum Offering Price Per Share
(100 ÷ 95.25 of net asset value per share)	$	10.39

Class C Shares
Net Assets	$	818,825,607
Shares Outstanding		82,631,446
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	9.91

Class I Shares
Net Assets	$	4,107,110,122
Shares Outstanding		415,108,565
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	9.89

Class R Shares
Net Assets	$	760,419
Shares Outstanding		76,694
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	9.91

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

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


		7		See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest allocated from Portfolio (net of foreign taxes, $1,050,693)	$	326,533,810
Dividends allocated from Portfolio (net of foreign taxes, $49,174)		748,633
Expenses allocated from Portfolio		(60,437,130	)
Total investment income from Portfolio	$	266,845,313

Expenses
Distribution and service fees
Class A	$	4,984,392
Class C		9,259,355
Class R		3,652
Trustees’ fees and expenses		500
Custodian fee		38,324
Transfer and dividend disbursing agent fees		4,890,121
Legal and accounting services		75,596
Printing and postage		684,607
Registration fees		224,636
Miscellaneous		41,519
Total expenses	$	20,202,702

Net investment income	$	246,642,611

Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	(197,773,603	)
Securities sold short		1,265,065
Futures contracts		(33,248,906	)
Swap contracts		(12,961,162	)
Forward commodity contracts		(4,399,782	)
Foreign currency and forward foreign currency exchange contract transactions		206,363,464
Net realized loss	$	(40,754,924	)
Change in unrealized appreciation (depreciation) —
Investments (including net decrease of $872,669 from precious metals)	$	154,842,092
Written options		10,506,399
Securities sold short		(34,391,782	)
Futures contracts		(1,765,227	)
Swap contracts		(78,098,989	)
Forward commodity contracts		3,969,189
Foreign currency and forward foreign currency exchange contracts		(64,049,655	)
Net change in unrealized appreciation (depreciation)	$	(8,987,973	)

Net realized and unrealized loss	$	(49,742,897	)

Net increase in net assets from operations	$	196,899,714


		8		See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	246,642,611		$	211,082,793
Net realized loss from investment transactions, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, and foreign currency and forward foreign currency exchange contract transactions		(40,754,924	)		(137,096,218	)
Net change in unrealized appreciation (depreciation) from investments, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, foreign currency and forward foreign currency exchange contracts		(8,987,973	)		(36,650,634	)
Net increase in net assets from operations	$	196,899,714		$	37,335,941
Distributions to shareholders —
From net investment income
Class A	$	(52,880,208	)	$	(81,823,188	)
Class C		(22,955,635	)		(37,424,797	)
Class I		(134,426,724	)		(151,730,795	)
Class R		(21,425	)		(32,334	)
From net realized gain
Class A		(7,206,882	)		—
Class C		(3,806,130	)		—
Class I		(18,348,757	)		—
Class R		(3,505	)		—
Tax return of capital
Class A		—			(6,843,971	)
Class C		—			(3,130,338	)
Class I		—			(12,691,282	)
Class R		—			(2,704	)
Total distributions to shareholders	$	(239,649,266	)	$	(293,679,409	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	664,508,905		$	560,439,123
Class C		144,837,701			91,125,513
Class I		2,061,471,528			2,141,810,659
Class R		195,997			162,203
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		55,665,256			75,542,871
Class C		20,259,755			28,507,062
Class I		74,607,075			74,082,063
Class R		24,897			34,733
Cost of shares redeemed
Class A		(938,927,068	)		(1,262,777,663	)
Class C		(387,864,331	)		(379,543,400	)
Class I		(1,660,552,010	)		(2,053,258,833	)
Class R		(159,286	)		(553,696	)
Net increase (decrease) in net assets from Fund share transactions	$	34,068,419		$	(724,429,365	)

Net decrease in net assets	$	(8,681,133	)	$	(980,772,833	)

Net Assets
At beginning of year	$	6,492,636,075		$	7,473,408,908
At end of year	$	6,483,954,942		$	6,492,636,075

Accumulated distributions in excess of net investment income included in net assets
At end of year	$	(55,744,830	)	$	(81,457,605	)


		9		See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Financial Highlights


	Class A
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	9.960		$	10.320		$	10.360		$	9.830		$	10.220

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.369		$	0.289		$	0.226		$	0.460		$	0.499
Net realized and unrealized gain (loss)		(0.071	)		(0.247	)		0.269			0.649			(0.247	)

Total income from operations	$	0.298		$	0.042		$	0.495		$	1.109		$	0.252

Less Distributions
From net investment income	$	(0.313	)	$	(0.371	)	$	(0.067	)	$	(0.571	)	$	(0.605	)
From net realized gain		(0.045	)		—			—			(0.008	)		(0.037	)
Tax return of capital		—			(0.031	)		(0.468	)		—			—

Total distributions	$	(0.358	)	$	(0.402	)	$	(0.535	)	$	(0.579	)	$	(0.642	)

Net asset value — End of year	$	9.900		$	9.960		$	10.320		$	10.360		$	9.830

Total Return⁽²⁾		3.06	%		0.40	%		4.89	%		11.53	%		2.49	%

Ratios/Supplemental Data
Net assets, end of year (000's omitted)	$	1,557,259		$	1,786,581		$	2,489,211		$	209,714		$	38,178
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.32	%⁽⁵⁾		1.14	%⁽⁵⁾		1.00	%		1.24	%⁽⁶⁾		1.10	%⁽⁶⁾
Net investment income		3.72	%		2.83	%		2.18	%		4.56	%		4.90	%
Portfolio Turnover of the Portfolio		39	%		33	%		19	%		25	%		26	%

⁽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⁾	Includes interest and dividend expense primarily on securities sold short of 0.30% and 0.10% for the years ended October 31, 2012 and 2011, respectively.

⁽⁶⁾	The administrator subsidized certain operating expenses (equal to 0.12% and 0.33% of average daily net assets for the years ended October 31, 2009 and 2008, respectively).


		10		See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,									Period Ended October 31, 2009⁽¹⁾
	2012			2011			2010			Period Ended October 31, 2009⁽¹⁾
Net asset value — Beginning of period	$	9.960		$	10.320		$	10.350		$	10.300

Income (Loss) From Operations
Net investment income (loss)⁽²⁾	$	0.299		$	0.217		$	0.146		$	(0.012	)
Net realized and unrealized gain (loss)		(0.063	)		(0.249	)		0.282			0.104

Total income (loss) from operations	$	0.236		$	(0.032	)	$	0.428		$	0.092

Less Distributions
From net investment income	$	(0.241	)	$	(0.303	)	$	(0.057	)	$	(0.042	)
From net realized gain		(0.045	)		—			—			—
Tax return of capital		—			(0.025	)		(0.401	)		—

Total distributions	$	(0.286	)	$	(0.328	)	$	(0.458	)	$	(0.042	)

Net asset value — End of period	$	9.910		$	9.960		$	10.320		$	10.350

Total Return⁽³⁾		2.41	%		(0.33	)%		4.21	%		0.89	%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000's omitted)	$	818,826		$	1,047,345		$	1,349,700		$	39,020
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		2.02	%⁽⁷⁾		1.84	%⁽⁷⁾		1.71	%		1.97	%⁽⁸⁾⁽⁹⁾
Net investment income (loss)		3.02	%		2.13	%		1.41	%		(1.41	)%⁽⁸⁾
Portfolio Turnover of the Portfolio		39	%		33	%		19	%		25	%⁽¹⁰⁾

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

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Includes the Fund's share of the Portfolio's allocated expenses.

⁽⁶⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁷⁾	Includes interest and dividend expense primarily on securities sold short of 0.30% and 0.10% for the years ended October 31, 2012 and 2011, respectively.

⁽⁸⁾	Annualized.

⁽⁹⁾	The administrator subsidized certain operating expenses (equal to 0.08% of average daily net assets for the period ended October 31, 2009).

⁽¹⁰⁾	For the Portfolio's year ended October 31, 2009.


		11		See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	9.950		$	10.310		$	10.340		$	9.820		$	10.210

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.398		$	0.318		$	0.245		$	0.504		$	0.464
Net realized and unrealized gain (loss)		(0.070	)		(0.247	)		0.285			0.623			(0.181	)

Total income from operations	$	0.328		$	0.071		$	0.530		$	1.127		$	0.283

Less Distributions
From net investment income	$	(0.343	)	$	(0.398	)	$	(0.070	)	$	(0.599	)	$	(0.636	)
From net realized gain		(0.045	)		—			—			(0.008	)		(0.037	)
Tax return of capital		—			(0.033	)		(0.490	)		—			—

Total distributions	$	(0.388	)	$	(0.431	)	$	(0.560	)	$	(0.607	)	$	(0.673	)

Net asset value — End of year	$	9.890		$	9.950		$	10.310		$	10.340		$	9.820

Total Return⁽²⁾		3.37	%		0.68	%		5.24	%		11.87	%		2.69	%

Ratios/Supplemental Data
Net assets, end of year (000's omitted)	$	4,107,110		$	3,658,008		$	3,633,407		$	147,589		$	16,291
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.02	%⁽⁵⁾		0.85	%⁽⁵⁾		0.71	%		0.94	%⁽⁶⁾		0.80	%⁽⁶⁾
Net investment income		4.03	%		3.13	%		2.36	%		5.01	%		4.59	%
Portfolio Turnover of the Portfolio		39	%		33	%		19	%		25	%		26	%

⁽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⁾	Includes interest and dividend expense primarily on securities sold short of 0.30% and 0.11% for the years ended October 31, 2012 and 2011, respectively.

⁽⁶⁾	The administrator subsidized certain operating expenses (equal to 0.12% and 0.33% of average daily net assets for the years ended October 31, 2009 and 2008, respectively).


		12		See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Financial Highlights — continued


	Class R
	Year Ended October 31,						Period Ended October 31, 2010⁽¹⁾
	2012			2011			Period Ended October 31, 2010⁽¹⁾
Net asset value — Beginning of period	$	9.970		$	10.330		$	10.380

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.350		$	0.269		$	0.062
Net realized and unrealized gain (loss)		(0.072	)		(0.249	)		0.138

Total income from operations	$	0.278		$	0.020		$	0.200

Less Distributions
From net investment income	$	(0.293	)	$	(0.351	)	$	(0.031	)
From net realized gain		(0.045	)		—			—
Tax return of capital		—			(0.029	)		(0.219	)

Total distributions	$	(0.338	)	$	(0.380	)	$	(0.250	)

Net asset value — End of period	$	9.910		$	9.970		$	10.330

Total Return⁽³⁾		2.95	%		0.18	%		1.94	%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000's omitted)	$	760		$	702		$	1,091
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		1.52	%⁽⁷⁾		1.34	%⁽⁷⁾		1.18	%⁽⁸⁾
Net investment income		3.53	%		2.63	%		1.06	%⁽⁸⁾
Portfolio Turnover of the Portfolio		39	%		33	%		19	%⁽⁹⁾

⁽¹⁾	For the period from commencement of operations on April 8, 2010 to October 31, 2010.

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Includes the Fund's share of the Portfolio's allocated expenses.

⁽⁶⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁷⁾	Includes interest and dividend expense primarily on securities sold short of 0.30% and 0.10% for the years ended October 31, 2012 and 2011, respectively.

⁽⁸⁾	Annualized.

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


		13		See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Global Macro Absolute Return Fund (the Fund) is a non-diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I and Class R shares are sold at net asset value and are not subject to a sales charge. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Global Macro Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (89.9% at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolio. The consolidated financial statements of the Portfolio, including the consolidated portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

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

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

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

During the year ended October 31, 2012, a capital loss carryforward of $140,847,058 was utilized to offset net realized gains by the Fund.

At October 31, 2012, the Fund had a net investment loss of $57,508,193 incurred after December 31, 2011. This net loss is treated as arising on the first day of the Fund’s taxable year ending October 31, 2013.

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

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


		14

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Notes to Financial Statements — continued

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Ordinary income	$	210,283,992	$	271,011,114
Long-term capital gains	$	29,365,274	$	—
Tax return of capital	$	—	$	22,668,295

During the year ended October 31, 2012, accumulated net realized loss was decreased by $76,296,710, accumulated distributions in excess of net investment income was increased by $10,645,844 and paid-in capital was decreased by $65,650,866 due to differences between book and tax accounting, primarily for foreign currency gain (loss), paydown gain (loss), swap contracts, premium amortization, options contracts and investment in the Subsidiary. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Late year ordinary losses	$	(57,508,193	)
Net unrealized appreciation	$	7,834,825
Other temporary differences	$	(7,081,090	)

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

3 Investment Adviser Fee and Other Transactions with Affiliates

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $328,983 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $221,104 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. EVD also received distribution and service fees from Class A, Class C and Class R shares (see Note 4) and contingent deferred sales charges (see Note 5).

Trustees and officers of the Fund who are members of EVM’s or BMR's organizations receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.


		15

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Notes to Financial Statements — continued

4 Distribution Plans

The Fund also has in effect distribution plans for Class C shares (Class C Plan) and Class R shares (Class R Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class C Plan, the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class C shares for providing ongoing distribution services and facilities to the Fund. For the year ended October 31, 2012, the Fund paid or accrued to EVD $6,944,515 for Class C shares. The Class R Plan requires the Fund to pay EVD an amount up to 0.50% per annum of its average daily net assets attributable to Class R shares for providing ongoing distribution services and facilities to the Fund. The Trustees of the Trust have currently limited Class R distribution payments to 0.25% per annum of the average daily net assets attributable to Class R shares. For the year ended October 31, 2012, the Fund paid or accrued to EVD $1,826 for Class R shares.

Pursuant to the Class C and Class R Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $2,314,840 and $1,826 for Class C and Class R shares, respectively.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) of 1% generally is imposed on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $37,000 and $66,000 of CDSCs paid by Class A and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund's investment in the Portfolio aggregated $565,971,128 and $797,272,458, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2012			2011

Sales		66,988,087			54,934,025
Issued to shareholders electing to receive payments of distributions in Fund shares		5,625,231			7,417,025
Redemptions		(94,734,113	)		(124,213,440	)

Net decrease		(22,120,795	)		(61,862,390	)


	Year Ended October 31,
Class C	2012			2011

Sales		14,588,293			8,910,114
Issued to shareholders electing to receive payments of distributions in Fund shares		2,045,891			2,798,435
Redemptions		(39,116,700	)		(37,383,758	)

Net decrease		(22,482,516	)		(25,675,209	)


		16

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Notes to Financial Statements — continued


	Year Ended October 31,
Class I	2012			2011

Sales		208,025,038			209,885,377
Issued to shareholders electing to receive payments of distributions in Fund shares		7,547,481			7,284,871
Redemptions		(168,051,394	)		(202,075,858	)

Net increase		47,521,125			15,094,390


	Year Ended October 31,
Class R	2012			2011

Sales		19,755			15,924
Issued to shareholders electing to receive payments of distributions in Fund shares		2,513			3,405
Redemptions		(16,008	)		(54,533	)

Net increase (decrease)		6,260			(35,204	)


		17

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Global Macro Absolute Return Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Global Macro Absolute Return Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Global Macro Absolute Return Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2012


		18

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Federal Tax Information (Unaudited)

The Form 1099-DIV you receive in January 2013 will show the tax status of all distributions paid to your account in calendar year 2012. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of the foreign tax credit and capital gains dividends.

Foreign Tax Credit. The Fund paid foreign taxes of $1,099,867 and recognized foreign source income of $273,513,709.

Capital Gains Dividends. The Fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2012, $151,249,765 or, if subsequently determined to be different, the net capital gain of such year.


		19

Global Macro Portfolio

October 31, 2012

Consolidated Portfolio of Investments


Foreign Government Bonds — 32.9%


Security	Principal Amount		Value


Albania — 0.4%
Republic of Albania, 7.50%, 11/4/15	EUR	24,274,000	$	32,115,582

Total Albania			$	32,115,582


Bermuda — 0.3%
Government of Bermuda, 5.603%, 7/20/20⁽¹⁾	USD	16,113,000	$	19,043,777

Total Bermuda			$	19,043,777


Brazil — 3.8%
Nota do Tesouro Nacional, 6.00%, 5/15/15⁽²⁾	BRL	506,893,992	$	272,977,615

Total Brazil			$	272,977,615


Costa Rica — 0.0%⁽³⁾
Titulo Propiedad Ud, 1.00%, 1/12/22⁽²⁾	CRC	1,430,564,178	$	2,213,733
Titulo Propiedad Ud, 1.63%, 7/13/16⁽²⁾	CRC	159,480,143		301,918

Total Costa Rica			$	2,515,651


Cyprus — 0.7%
Republic of Cyprus, 3.75%, 6/3/13	EUR	24,090,000	$	28,882,421
Republic of Cyprus, 3.75%, 11/1/15	EUR	5,360,000		5,249,426
Republic of Cyprus, 4.375%, 7/15/14	EUR	1,700,000		1,854,207
Republic of Cyprus, 4.625%, 2/3/20	EUR	13,850,000		11,875,029

Total Cyprus			$	47,861,083


Dominican Republic — 0.0%⁽³⁾
Dominican Republic "Bonos Internos" Total Return Linked Bond (Citibank NA), 13.00%, 2/25/13⁽⁴⁾	DOP	118,000,000	$	3,024,763

Total Dominican Republic			$	3,024,763


Georgia — 0.9%
Georgia Treasury Bond, 6.80%, 7/12/14	GEL	12,000,000	$	7,212,698
Georgia Treasury Bond, 7.40%, 4/19/14	GEL	19,393,000		11,757,931
Georgia Treasury Bond, 8.50%, 7/26/17	GEL	5,577,000		3,438,620
Georgia Treasury Bond, 8.90%, 1/12/14	GEL	14,630,000		9,006,330
Georgia Treasury Bond, 9.50%, 11/17/13	GEL	1,000,000		617,645
Georgia Treasury Bond, 9.80%, 4/26/17	GEL	1,600,000		1,032,352
Georgia Treasury Bond, 11.30%, 1/26/17	GEL	6,000,000		4,049,959
Georgia Treasury Bond, 12.00%, 6/15/13	GEL	1,000,000		622,016
Georgia Treasury Bond, 12.00%, 6/15/14	GEL	778,000		504,777
Georgia Treasury Bond, 12.00%, 12/15/14	GEL	1,500,000		989,256
Georgia Treasury Bond, 12.00%, 9/15/15	GEL	4,000,000		2,708,125
Georgia Treasury Bond, 12.20%, 5/13/13	GEL	6,895,000		4,275,041


Security	Principal Amount		Value


Georgia (continued)
Georgia Treasury Bond, 12.50%, 4/14/13	GEL	7,196,000	$	4,452,600
Georgia Treasury Bond, 12.80%, 2/10/13	GEL	10,400,000		6,374,284
Georgia Treasury Bond, 13.00%, 3/15/14	GEL	2,500,000		1,624,077
Georgia Treasury Bond, 13.80%, 12/16/12	GEL	5,788,000		3,520,872

Total Georgia			$	62,186,583


Germany — 2.0%
Bundesrepublik Deutschland, 3.50%, 7/4/19	EUR	15,000,000	$	22,762,956
Bundesrepublik Deutschland, 4.75%, 7/4/34	EUR	66,600,000		123,890,523

Total Germany			$	146,653,479


Hungary — 1.9%
National Bank of Hungary, 8.875%, 11/1/13	USD	14,320,000	$	14,703,678
Republic of Hungary, 3.50%, 7/18/16	EUR	39,283,000		49,057,161
Republic of Hungary, 4.375%, 7/4/17	EUR	33,420,000		42,351,770
Republic of Hungary, 4.50%, 1/29/14	EUR	19,886,000		26,109,790
Republic of Hungary, 5.50%, 5/6/14	GBP	2,983,000		4,886,021

Total Hungary			$	137,108,420


Mexico — 3.2%
Mexican Bonos, 7.00%, 6/19/14	MXN	1,253,707,000	$	99,312,093
Mexican Bonos, 8.00%, 12/19/13	MXN	797,010,000		63,086,561
Mexican Bonos, 9.00%, 6/20/13	MXN	918,355,000		72,049,067

Total Mexico			$	234,447,721


New Zealand — 5.8%
New Zealand Government Bond, 5.00%, 3/15/19	NZD	33,390,000	$	30,597,900
New Zealand Government Bond, 5.50%, 4/15/23	NZD	177,883,000		171,863,125
New Zealand Government Bond, 6.00%, 12/15/17	NZD	33,390,000		31,618,449
New Zealand Government Bond, 6.00%, 5/15/21	NZD	183,930,000		181,505,540

Total New Zealand			$	415,585,014


Nigeria — 0.1%
Nigeria Treasury Bond, 16.39%, 1/27/22	NGN	1,392,230,000	$	10,308,761

Total Nigeria			$	10,308,761


Philippines — 1.4%
Republic of the Philippines, 6.25%, 1/14/36	PHP	3,078,000,000	$	87,839,448
Republic of the Philippines, 8.75%, 3/3/13	PHP	456,650,000		11,389,269

Total Philippines			$	99,228,717


		20		See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Principal Amount		Value


Poland — 0.2%
Republic of Poland, 3.00%, 3/17/23	USD	10,886,000	$	10,799,750

Total Poland			$	10,799,750


Serbia — 3.4%
Serbia Treasury Bill, 0.00%, 11/22/12	RSD	5,500,190,000	$	62,293,709
Serbia Treasury Bill, 0.00%, 1/24/13	RSD	235,430,000		2,607,589
Serbia Treasury Bill, 0.00%, 4/4/13	RSD	1,297,380,000		14,013,628
Serbia Treasury Bill, 0.00%, 4/25/13	RSD	2,814,850,000		30,234,200
Serbia Treasury Bill, 0.00%, 7/4/13	RSD	358,540,000		3,751,971
Serbia Treasury Bill, 0.00%, 10/24/13	RSD	4,365,640,000		43,871,647
Serbia Treasury Bill, 0.00%, 11/8/13	RSD	420,000,000		4,194,998
Serbia Treasury Bill, 0.00%, 12/12/13	RSD	784,600,000		7,716,086
Serbia Treasury Bill, 0.00%, 1/30/14	RSD	791,300,000		7,604,488
Serbia Treasury Bill, 0.00%, 3/6/14	RSD	4,181,000,000		39,513,099
Serbia Treasury Bill, 0.00%, 3/13/14	RSD	765,280,000		7,186,107
Serbia Treasury Bond, 10.00%, 4/27/15	RSD	996,190,000		10,046,146
Serbia Treasury Bond, 10.00%, 9/14/15	RSD	1,412,950,000		13,976,609

Total Serbia			$	247,010,277


Slovenia — 0.5%
Republic of Slovenia, 4.125%, 1/26/20	EUR	300,000	$	361,237
Republic of Slovenia, 4.375%, 1/18/21⁽⁵⁾	EUR	2,550,000		3,060,598
Republic of Slovenia, 5.50%, 10/26/22⁽¹⁾	USD	32,882,000		33,007,491

Total Slovenia			$	36,429,326


Sri Lanka — 1.0%
Republic of Sri Lanka, 6.25%, 10/4/20⁽¹⁾	USD	36,130,000	$	40,646,250
Republic of Sri Lanka, 6.25%, 10/4/20⁽⁵⁾	USD	1,010,000		1,136,250
Sri Lanka Government Bond, 8.50%, 1/15/13	LKR	3,173,380,000		24,224,745
Sri Lanka Government Bond, 10.50%, 4/1/13	LKR	702,670,000		5,363,786

Total Sri Lanka			$	71,371,031


Turkey — 5.6%
Turkey Government Bond, 0.00%, 11/7/12	TRY	332,032,400	$	185,124,965
Turkey Government Bond, 0.00%, 2/20/13	TRY	136,610,000		74,905,721
Turkey Government Bond, 3.00%, 1/6/21⁽²⁾	TRY	42,135,120		25,751,199
Turkey Government Bond, 4.00%, 4/1/20⁽²⁾	TRY	187,966,192		121,063,860

Total Turkey			$	406,845,745


Uruguay — 0.7%
Monetary Regulation Bill, 0.00%, 1/11/13	UYU	94,370,000	$	4,689,931
Monetary Regulation Bill, 0.00%, 8/15/13	UYU	181,000,000		8,496,818
Monetary Regulation Bill, 0.00%, 9/9/13	UYU	174,900,000		8,159,258


Security	Principal Amount			Value


Uruguay (continued)
Monetary Regulation Bill, 0.00%, 2/27/14⁽²⁾	UYU		27,474,442	$	1,357,884
Republic of Uruguay, 4.375%, 12/15/28⁽²⁾	UYU		236,640,615		14,270,328
Uruguay Notas Del Teso, 10.25%, 8/22/15	UYU		228,360,000		11,764,876

Total Uruguay				$	48,739,095


Venezuela — 1.0%
Bolivarian Republic of Venezuela, 7.00%, 3/31/38⁽⁵⁾	USD		24,459,000	$	17,610,480
Bolivarian Republic of Venezuela, 9.25%, 5/7/28⁽⁵⁾	USD		43,665,000		38,752,687
Bolivarian Republic of Venezuela, 11.75%, 10/21/26⁽⁵⁾	USD		13,997,000		14,241,948

Total Venezuela				$	70,605,115


Total Foreign Government Bonds (identified cost $2,317,555,054)				$	2,374,857,505


Foreign Corporate Bonds & Notes — 0.1%


Security		Principal Amount		Value

Chile — 0.1%
JPMorgan Chilean Inflation Linked Note, 3.80%, 11/17/15⁽²⁾	USD		3,802,602	$	3,876,433


Total Chile (identified cost $3,000,000)				$	3,876,433


Total Foreign Corporate Bonds & Notes (identified cost $3,000,000)				$	3,876,433


Debt Obligations – United States — 27.2%

Corporate Bonds & Notes — 0.0%⁽³⁾


Security		Principal Amount		Value
Eaton Corp., 8.875%, 6/15/19		$	500,000	$	674,836


Total Corporate Bonds & Notes (identified cost $524,584)				$	674,836


Collateralized Mortgage Obligations — 1.5%
Security		Principal Amount		Value
Federal Home Loan Mortgage Corp.:
Series 4, Class D, 8.00%, 12/25/22		$	253,084	$	294,154
Series 1548, Class Z, 7.00%, 7/15/23			281,042		319,808


		21		See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Principal Amount		Value

Federal Home Loan Mortgage Corp.: (continued)
Series 1650, Class K, 6.50%, 1/15/24	$	1,754,758	$	1,911,554
Series 1817, Class Z, 6.50%, 2/15/26		231,915		250,864
Series 1927, Class ZA, 6.50%, 1/15/27		882,526		957,657
Series 2127, Class PG, 6.25%, 2/15/29		1,150,432		1,219,749
Series 2344, Class ZD, 6.50%, 8/15/31		1,762,994		1,959,236
Series 2458, Class ZB, 7.00%, 6/15/32		2,770,969		3,192,384

			$	10,105,406

Federal National Mortgage Association:
Series 1992-180, Class F, 1.369%, 10/25/22⁽⁶⁾	$	1,012,804	$	1,032,080
Series 1993-16, Class Z, 7.50%, 2/25/23		994,695		1,153,533
Series 1993-79, Class PL, 7.00%, 6/25/23		701,619		806,508
Series 1993-104, Class ZB, 6.50%, 7/25/23		270,190		309,567
Series 1993-121, Class Z, 7.00%, 7/25/23		4,040,479		4,686,830
Series 1993-141, Class Z, 7.00%, 8/25/23		772,637		896,655
Series 1994-42, Class ZQ, 7.00%, 4/25/24		4,702,066		5,454,251
Series 1994-79, Class Z, 7.00%, 4/25/24		876,832		1,023,789
Series 1994-89, Class ZQ, 8.00%, 7/25/24		676,400		803,302
Series 1996-35, Class Z, 7.00%, 7/25/26		219,943		256,162
Series 1998-16, Class H, 7.00%, 4/18/28		652,187		764,695
Series 1998-44, Class ZA, 6.50%, 7/20/28		1,143,484		1,328,894
Series 1999-25, Class Z, 6.00%, 6/25/29		1,564,759		1,753,479
Series 2000-2, Class ZE, 7.50%, 2/25/30		302,325		359,057
Series 2000-49, Class A, 8.00%, 3/18/27		826,429		990,584
Series 2001-31, Class ZA, 6.00%, 7/25/31		10,448,254		11,715,243
Series 2001-37, Class GA, 8.00%, 7/25/16		64,981		69,534
Series 2001-74, Class QE, 6.00%, 12/25/31		3,659,360		4,100,602
Series 2009-48, Class WA, 5.86%, 7/25/39⁽⁷⁾		11,269,571		12,780,039
Series 2011-38, Class SA, 12.868%, 5/25/41⁽⁸⁾		15,761,005		17,746,385
Series G48, Class Z, 7.10%, 12/25/21		856,800		969,515
Series G92-60, Class Z, 7.00%, 10/25/22		1,931,258		2,164,083
Series G93-1, Class K, 6.675%, 1/25/23		1,235,975		1,406,887
Series G93-31, Class PN, 7.00%, 9/25/23		3,777,336		4,349,728
Series G93-41, Class ZQ, 7.00%, 12/25/23		7,765,405		8,949,777
Series G94-7, Class PJ, 7.50%, 5/17/24		1,216,894		1,430,084

			$	87,301,263

Government National Mortgage Association:
Series 1994-7, Class PQ, 6.50%, 10/16/24	$	866,992	$	984,274
Series 1996-22, Class Z, 7.00%, 10/16/26		693,459		792,393
Series 1999-42, Class Z, 8.00%, 11/16/29		1,941,967		2,244,875
Series 2000-21, Class Z, 9.00%, 3/16/30		2,796,966		3,490,262


Security	Principal Amount		Value

Government National Mortgage Association: (continued)
Series 2001-35, Class K, 6.45%, 10/26/23	$	280,422	$	317,133
Series 2002-48, Class OC, 6.00%, 9/16/30		667,881		674,098

			$	8,503,035


Total Collateralized Mortgage Obligations (identified cost $98,486,674)			$	105,909,704


Commercial Mortgage-Backed Securities — 0.4%


Security	Principal Amount		Value
JPMCC, Series 2005-LDP5, Class AM, 5.242%, 12/15/44⁽⁷⁾	$	9,960,000	$	11,059,773
MLMT, Series 2006-C2, Class A2, 5.756%, 8/12/43⁽⁷⁾		3,745,488		3,906,439
WBCMT, Series 2004-C12, Class MAD, 5.262%, 7/15/41⁽¹⁾⁽⁷⁾		9,465,875		9,926,385
WBCMT, Series 2005-C17, Class A4, 5.083%, 3/15/42⁽⁷⁾		6,000,000		6,540,591


Total Commercial Mortgage-Backed Securities (identified cost $29,387,052)			$	31,433,188


Mortgage Pass-Throughs — 20.5%


Security	Principal Amount		Value
Federal Home Loan Mortgage Corp.:
2.90%, with maturity at 2035⁽⁹⁾	$	5,784,156	$	6,160,768
3.274%, with maturity at 2029⁽⁹⁾		1,075,512		1,103,702
3.504%, with maturity at 2023⁽⁹⁾		281,951		297,909
4.315%, with maturity at 2030⁽⁹⁾		1,510,219		1,648,462
4.50%, with maturity at 2018		2,899,921		3,102,654
5.00%, with various maturities to 2019		3,465,327		3,737,165
5.50%, with various maturities to 2019		10,239,455		10,972,408
6.00%, with various maturities to 2035⁽¹⁰⁾		60,842,167		68,762,931
6.50%, with various maturities to 2033		52,083,158		60,987,891
6.60%, with maturity at 2030		2,559,187		3,121,041
7.00%, with various maturities to 2036		50,590,437		60,055,906
7.31%, with maturity at 2026		247,033		301,173
7.50%, with various maturities to 2035		27,602,774		33,221,231
7.95%, with maturity at 2022		406,384		485,307
8.00%, with various maturities to 2031		7,402,289		9,242,407
8.15%, with maturity at 2021		198,691		235,058
8.30%, with maturity at 2021		62,225		72,165
8.47%, with maturity at 2018		102,196		112,295
8.50%, with various maturities to 2028		1,012,897		1,240,085
9.00%, with various maturities to 2027		1,838,139		2,198,700


		22		See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Principal Amount		Value

Federal Home Loan Mortgage Corp.: (continued)
9.50%, with maturity at 2027	$	233,365	$	288,969
9.75%, with maturity at 2016		3,580		4,045
10.00%, with various maturities to 2020		554,550		635,689
10.50%, with maturity at 2021		336,193		392,718
11.00%, with maturity at 2016		365,706		397,406

			$	268,778,085

Federal National Mortgage Association:
2.275%, with maturity at 2028⁽⁹⁾	$	248,687	$	262,645
2.323%, with maturity at 2022⁽⁹⁾		1,915,618		1,978,809
2.329%, with maturity at 2027⁽⁹⁾		387,884		402,395
2.344%, with various maturities to 2038⁽⁹⁾		27,020,716		28,395,455
2.366%, with various maturities to 2033⁽⁹⁾		20,376,153		21,267,775
2.405%, with maturity at 2035⁽⁹⁾		5,251,869		5,478,992
2.494%, with maturity at 2025⁽⁹⁾		1,346,713		1,407,548
2.694%, with maturity at 2024⁽⁹⁾		944,607		992,059
3.357%, with maturity at 2023⁽⁹⁾		133,028		139,267
3.664%, with maturity at 2034⁽⁹⁾		3,642,611		3,976,048
3.798%, with maturity at 2035⁽⁹⁾		11,997,238		13,095,442
4.154%, with maturity at 2035⁽⁹⁾		9,948,587		10,859,261
5.00%, with various maturities to 2018		4,083,611		4,429,632
5.50%, with various maturities to 2023⁽¹⁰⁾		17,191,997		18,563,039
6.00%, with various maturities to 2038⁽¹⁰⁾		419,471,384		468,673,230
6.325%, with maturity at 2032⁽⁹⁾		3,739,383		4,081,678
6.50%, with various maturities to 2036		165,125,005		188,395,113
7.00%, with various maturities to 2036		125,096,408		148,836,946
7.007%, with maturity at 2025⁽⁹⁾		143,101		153,923
7.50%, with various maturities to 2037		87,694,415		106,609,967
8.00%, with various maturities to 2030		6,474,657		7,886,140
8.50%, with various maturities to 2037		10,504,244		13,527,892
9.00%, with various maturities to 2032		3,246,445		3,942,510
9.089%, with maturity at 2028⁽⁷⁾		448,707		508,149
9.50%, with various maturities to 2031		2,748,190		3,404,695
10.50%, with maturity at 2029		303,525		362,327
10.631%, with maturity at 2027⁽⁷⁾		444,466		512,579
11.00%, with maturity at 2016		10,615		11,145
11.50%, with maturity at 2031		414,031		500,068

			$	1,058,654,729

Government National Mortgage Association:
2.00%, with maturity at 2024⁽⁹⁾	$	572,023	$	600,742
6.00%, with various maturities to 2033		52,647,674		61,068,623
6.50%, with various maturities to 2032		5,620,126		6,597,292
7.00%, with various maturities to 2035		44,124,565		53,364,219
7.50%, with various maturities to 2031		7,097,693		8,414,992
7.75%, with maturity at 2019		31,469		36,924
8.00%, with various maturities to 2034		17,387,515		20,954,969


Security	Principal Amount		Value

Government National Mortgage Association: (continued)
8.30%, with various maturities to 2020	$	95,426	$	106,814
8.50%, with various maturities to 2021		912,198		1,021,275
9.00%, with various maturities to 2025		370,437		441,877
9.50%, with various maturities to 2026		1,344,152		1,716,972

			$	154,324,699


Total Mortgage Pass-Throughs (identified cost $1,428,476,428)			$	1,481,757,513


U.S. Government Agency Obligations — 4.8%


Security	Principal Amount		Value
Federal Home Loan Bank:
4.125%, 12/13/19⁽¹⁰⁾	$	20,000,000	$	23,756,420
4.125%, 3/13/20⁽¹⁰⁾		65,000,000		77,116,130
4.625%, 9/11/20		19,325,000		23,790,911
5.25%, 12/11/20⁽¹⁰⁾		11,545,000		14,774,379
5.25%, 12/9/22⁽¹⁰⁾		14,850,000		19,394,516
5.365%, 9/9/24		12,700,000		16,881,843
5.375%, 9/30/22		49,780,000		65,248,139
5.375%, 8/15/24⁽¹⁰⁾		22,000,000		29,135,172
5.625%, 6/11/21⁽¹⁰⁾		12,850,000		16,815,613
5.75%, 6/12/26		14,850,000		20,233,749

			$	307,146,872

United States Agency for International Development — Israel:
5.50%, 12/4/23	$	5,000,000	$	6,618,625
5.50%, 4/26/24		22,500,000		29,958,435

			$	36,577,060


Total U.S. Government Agency Obligations (identified cost $291,217,758)			$	343,723,932


U.S. Treasury Obligations — 0.0%⁽³⁾


Security	Principal Amount		Value
U.S. Treasury Bond, 7.875%, 2/15/21⁽¹⁰⁾	$	1,500,000	$	2,271,562


Total U.S. Treasury Obligations (identified cost $1,711,796)			$	2,271,562


Total Debt Obligations — United States (identified cost $1,849,804,292)			$	1,965,770,735


		23		See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued



Common Stocks — 0.7%


Security	Shares		Value


France — 0.1%
Sanofi		45,475	$	3,993,951
Total SA		78,766		3,967,460

Total France			$	7,961,411


Germany — 0.5%
Deutsche EuroShop AG		286,649	$	11,715,344
Deutsche Wohnen AG		619,567		11,346,914
GSW Immobilien AG		280,052		11,511,328

Total Germany			$	34,573,586


Luxembourg — 0.1%
GAGFAH SA⁽¹¹⁾		990,107	$	11,268,268

Total Luxembourg			$	11,268,268


Total Common Stocks (identified cost $46,106,908)			$	53,803,265


Precious Metals — 6.7%


Description	Troy Ounces		Value

Gold⁽¹¹⁾		184,663	$	317,884,341
Platinum⁽¹¹⁾		104,260		163,661,884


Total Precious Metals (identified cost $473,601,481)			$	481,546,225

Currency Call Options Purchased — 0.2%

Description

Counterparty

Principal

Amount of

Contracts

(000's omitted)

Strike
Price

Expiration
Date

Value

Indian Rupee

Australia and
New Zealand
Banking Group
Limited

INR

2,863,000

INR 54.00

8/12/13

965,421

Indian Rupee

Australia and
New Zealand
Banking Group
Limited

INR

1,762,000

INR 54.00

8/12/13

594,157

Indian Rupee

Bank of America

INR

4,068,093

INR 52.00

5/6/13

564,822

Indian Rupee

Bank of America

INR

3,709,482

INR 52.00

5/6/13

515,031

Indian Rupee

Bank of America

INR

3,921,500

INR 55.00

7/1/13

1,811,566

Indian Rupee

Bank of America

INR

2,904,000

INR 54.00

8/12/13

979,246

Indian Rupee

Bank of America

INR 3,432,000

INR 55.00

8/16/13

1,579,058

Description

Counterparty

Principal

Amount of
Contracts

(000's omitted)

Strike
Price

Expiration
Date

Value

Indian Rupee

Barclays Bank PLC

INR 4,073,798

INR 52.00

5/6/13

565,614

Indian Rupee

Barclays Bank PLC

INR 2,920,000

INR 54.00

8/12/13

984,642

Indian Rupee

Deutsche Bank

INR 3,211,300

INR 51.00

5/8/13

281,283

Indian Rupee

Deutsche Bank

INR 2,570,000

INR 54.00

8/12/13

866,620

Indian Rupee

Goldman Sachs
International

INR 3,725,500

INR 51.00

5/8/13

326,323

Indian Rupee

Goldman Sachs
International

INR 3,267,000

INR 55.00

7/1/13

1,509,215

Indian Rupee

Goldman Sachs
International

INR 1,700,000

INR 54.00

8/12/13

573,250

Indian Rupee

Goldman Sachs
International

INR 2,185,000

INR 55.00

8/19/13

1,011,570

Indian Rupee

HSBC Bank USA

INR 3,847,800

INR 53.00

7/3/13

891,514

Indian Rupee

JPMorgan Chase
Bank

INR 3,280,700

INR 53.00

7/3/13

760,120

Indian Rupee

JPMorgan Chase
Bank

INR 1,951,000

INR 54.00

8/12/13

657,889

Indian Rupee

JPMorgan Chase
Bank

INR 1,538,000

INR 54.00

8/12/13

518,623

Indian Rupee

Standard
Chartered Bank

INR 3,304,700

INR 52.00

5/6/13

458,831

Indian Rupee

Standard
Chartered Bank

INR 2,183,600

INR 53.00

7/3/13

505,928

Total Currency Call Options Purchased
(identified cost $14,123,815)

16,920,723

Currency Put Options Purchased — 0.0%⁽³⁾

Description

Counterparty

Principal

Amount of
Contracts

(000's omitted)

Strike
Price

Expiration
Date

Value

Yuan Offshore Renminbi

Barclays Bank PLC

CNH 449,995

CNH 6.50

5/20/13

170,438

Yuan Offshore Renminbi

Citibank NA

CNH 425,666

CNH 6.50

5/20/13

161,223

Yuan Offshore Renminbi

HSBC Bank USA

CNH 481,026

CNH 6.50

5/20/13

182,191

Yuan Offshore Renminbi

Standard
Chartered Bank

CNH 403,052

CNH 6.50

5/20/13

152,658

Total Currency Put Options Purchased
(identified cost $2,323,291)

666,510


		24		See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued

Interest Rate Swaptions — 0.0%⁽³⁾

Description

Counterparty

Expiration
Date

Notional
Amount

Value

Options to receive 3-month USD-LIBOR-BBA Rate and pay 4.60%

Deutsche Bank

8/26/14

99,600,000

1,311,533

Total Interest Rate Swaptions
(identified cost $6,205,080)

1,311,533

Put Options Purchased — 0.1%

Description

Counterparty

Number of
Contracts

(000's omitted)

Strike
Price

Expiration
Date

Value

Brent Crude Oil Future 9/2013

Not Applicable

1,360

USD

95.00

8/12/13

9,520,000

KOSPI 200 Index

Bank of America

134,100

KRW

200.00

12/13/12

7,188

Total Put Options Purchased
(identified cost $11,154,843)

9,527,188



Short-Term Investments — 40.0%

Foreign Government Securities — 23.9%


Security	Principal Amount (000's omitted)		Value


Croatia — 1.3%
Croatia Treasury Bill, 0.00%, 11/8/12	EUR	2,368	$	3,067,763
Croatia Treasury Bill, 0.00%, 11/15/12	EUR	7,010		9,077,688
Croatia Treasury Bill, 0.00%, 11/22/12	EUR	3,672		4,752,492
Croatia Treasury Bill, 0.00%, 11/29/12	EUR	9,109		11,782,826
Croatia Treasury Bill, 0.00%, 1/24/13	EUR	7,340		9,451,779
Croatia Treasury Bill, 0.00%, 1/31/13	EUR	3,436		4,424,624
Croatia Treasury Bill, 0.00%, 2/7/13	EUR	3,637		4,680,524
Croatia Treasury Bill, 0.00%, 2/28/13	EUR	6,953		8,930,882
Croatia Treasury Bill, 0.00%, 3/7/13	EUR	5,000		6,418,148
Croatia Treasury Bill, 0.00%, 3/14/13	EUR	7,111		9,121,894
Croatia Treasury Bill, 0.00%, 3/28/13	EUR	7,396		9,474,872
Croatia Treasury Bill, 0.00%, 4/4/13	EUR	7,050		9,027,444

Total Croatia			$	90,210,936


Georgia — 0.8%
Bank of Georgia Promissory Note, 7.00%, 3/9/13	USD	12,265	$	12,456,606
Bank of Georgia Promissory Note, 7.75%, 2/22/13	USD	17,671		17,964,295


Security	Principal Amount (000's omitted)		Value


Georgia (continued)
Bank of Georgia Promissory Note, 8.25%, 12/21/12	USD	11,970	$	12,083,085
Georgia Treasury Bill, 0.00%, 1/17/13	GEL	2,000		1,189,834
Georgia Treasury Bill, 0.00%, 3/14/13	GEL	10,840		6,384,852
Georgia Treasury Bill, 0.00%, 5/23/13	GEL	9,290		5,399,268
Georgia Treasury Bill, 0.00%, 7/18/13	GEL	8,033		4,623,885

Total Georgia			$	60,101,825


Hong Kong — 3.5%
Hong Kong Treasury Bill, 0.00%, 11/7/12	HKD	980,000	$	126,446,857
Hong Kong Treasury Bill, 0.00%, 1/30/13	HKD	969,500		125,010,902

Total Hong Kong			$	251,457,759


Malaysia — 5.2%
Bank Negara Monetary Note, 0.00%, 11/6/12	MYR	200,519	$	65,804,335
Bank Negara Monetary Note, 0.00%, 11/8/12	MYR	114,837		37,679,907
Bank Negara Monetary Note, 0.00%, 11/22/12	MYR	111,725		36,617,362
Bank Negara Monetary Note, 0.00%, 11/29/12	MYR	69,314		22,705,772
Bank Negara Monetary Note, 0.00%, 12/13/12	MYR	209,738		68,627,917
Bank Negara Monetary Note, 0.00%, 12/20/12	MYR	88,472		28,932,369
Bank Negara Monetary Note, 0.00%, 1/10/13	MYR	143,394		46,814,067
Bank Negara Monetary Note, 0.00%, 2/7/13	MYR	99,282		32,345,119
Bank Negara Monetary Note, 0.00%, 2/19/13	MYR	113,214		36,846,748

Total Malaysia			$	376,373,596


Mexico — 1.1%
Mexico Cetes, 0.00%, 2/7/13	MXN	952,227	$	71,875,903
Mexico Cetes, 0.00%, 2/21/13	MXN	129,351		9,744,791

Total Mexico			$	81,620,694


Nigeria — 4.6%
Nigeria Treasury Bill, 0.00%, 2/21/13	NGN	1,644,681	$	10,053,202
Nigeria Treasury Bill, 0.00%, 3/7/13	NGN	7,547,170		45,783,495
Nigeria Treasury Bill, 0.00%, 3/28/13	NGN	2,761,000		16,720,640
Nigeria Treasury Bill, 0.00%, 4/4/13	NGN	8,032,600		48,525,501
Nigeria Treasury Bill, 0.00%, 4/11/13	NGN	2,138,000		12,820,152
Nigeria Treasury Bill, 0.00%, 4/25/13	NGN	1,467,500		8,761,289
Nigeria Treasury Bill, 0.00%, 5/9/13	NGN	3,668,200		21,815,693
Nigeria Treasury Bill, 0.00%, 5/23/13	NGN	1,253,000		7,439,729
Nigeria Treasury Bill, 0.00%, 6/27/13	NGN	1,000,000		5,840,825
Nigeria Treasury Bill, 0.00%, 8/8/13	NGN	862,737		4,960,849
Nigeria Treasury Bill, 0.00%, 9/5/13	NGN	26,180,000		149,007,306
Nigeria Treasury Bill, 0.00%, 9/26/13	NGN	316,884		1,793,665

Total Nigeria			$	333,522,346


		25		See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Principal Amount (000's omitted)		Value


Philippines — 1.1%
Philippine Treasury Bill, 0.00%, 11/7/12	PHP	74,070	$	1,797,944
Philippine Treasury Bill, 0.00%, 11/21/12	PHP	273,260		6,630,346
Philippine Treasury Bill, 0.00%, 1/2/13	PHP	160,410		3,889,332
Philippine Treasury Bill, 0.00%, 1/30/13	PHP	74,120		1,797,646
Philippine Treasury Bill, 0.00%, 2/6/13	PHP	193,656		4,695,729
Philippine Treasury Bill, 0.00%, 2/20/13	PHP	24,740		599,825
Philippine Treasury Bill, 0.00%, 3/6/13	PHP	1,173,800		28,450,088
Philippine Treasury Bill, 0.00%, 4/17/13	PHP	60,530		1,465,319
Philippine Treasury Bill, 0.00%, 5/2/13	PHP	134,160		3,246,301
Philippine Treasury Bill, 0.00%, 5/15/13	PHP	22,580		546,153
Philippine Treasury Bill, 0.00%, 7/10/13	PHP	180,240		4,351,154
Philippine Treasury Bill, 0.00%, 7/24/13	PHP	139,930		3,376,471
Philippine Treasury Bill, 0.00%, 8/7/13	PHP	603,050		14,544,487
Philippine Treasury Bill, 0.00%, 9/18/13	PHP	171,260		4,124,320
Philippine Treasury Bill, 0.00%, 10/2/13	PHP	66,800		1,607,846

Total Philippines			$	81,122,961


Serbia — 1.7%
Serbia Treasury Bill, 0.00%, 1/17/13	RSD	147,500	$	1,638,584
Serbia Treasury Bill, 0.00%, 2/13/13	RSD	2,101,100		23,118,305
Serbia Treasury Bill, 0.00%, 3/28/13	RSD	598,940		6,486,349
Serbia Treasury Bill, 0.00%, 4/11/13	RSD	703,090		7,575,111
Serbia Treasury Bill, 0.00%, 5/23/13	RSD	1,940,860		20,621,859
Serbia Treasury Bill, 0.00%, 6/13/13	RSD	209,100		2,204,859
Serbia Treasury Bill, 0.00%, 6/28/13	RSD	734,800		7,706,107
Serbia Treasury Bill, 0.00%, 7/12/13	RSD	795,400		8,299,444
Serbia Treasury Bill, 0.00%, 9/13/13	RSD	3,921,200		39,993,017
Serbia Treasury Bill, 0.00%, 10/31/13	RSD	670,500		6,721,067

Total Serbia			$	124,364,702


South Korea — 0.8%
Korea Monetary Stabilization Bond, 0.00%, 11/6/12	KRW	5,903,930	$	5,411,044
Korea Monetary Stabilization Bond, 0.00%, 11/13/12	KRW	22,504,500		20,613,996
Korea Monetary Stabilization Bond, 0.00%, 12/3/12	KRW	10,000,000		9,143,417
Korea Monetary Stabilization Bond, 0.00%, 12/11/12	KRW	16,569,520		15,131,766
Korea Monetary Stabilization Bond, 0.00%, 12/18/12	KRW	4,553,170		4,158,391
Korea Monetary Stabilization Bond, 0.00%, 12/25/12	KRW	6,701,120		6,117,396

Total South Korea			$	60,576,010


Security	Principal Amount (000's omitted)		Value


Sri Lanka — 2.8%
Sri Lanka Treasury Bill, 0.00%, 11/2/12	LKR	595,080	$	4,567,587
Sri Lanka Treasury Bill, 0.00%, 12/7/12	LKR	1,320,630		10,037,397
Sri Lanka Treasury Bill, 0.00%, 12/21/12	LKR	1,657,480		12,545,997
Sri Lanka Treasury Bill, 0.00%, 12/28/12	LKR	226,620		1,711,818
Sri Lanka Treasury Bill, 0.00%, 1/18/13	LKR	1,483,200		11,136,388
Sri Lanka Treasury Bill, 0.00%, 1/18/13	LKR	1,335,940		10,030,708
Sri Lanka Treasury Bill, 0.00%, 2/1/13	LKR	5,000,000		37,394,626
Sri Lanka Treasury Bill, 0.00%, 2/1/13	LKR	2,171,530		16,240,679
Sri Lanka Treasury Bill, 0.00%, 2/8/13	LKR	331,340		2,472,347
Sri Lanka Treasury Bill, 0.00%, 2/15/13	LKR	659,700		4,910,887
Sri Lanka Treasury Bill, 0.00%, 2/22/13	LKR	1,827,000		13,567,842
Sri Lanka Treasury Bill, 0.00%, 3/1/13	LKR	745,000		5,519,097
Sri Lanka Treasury Bill, 0.00%, 3/8/13	LKR	1,422,520		10,512,996
Sri Lanka Treasury Bill, 0.00%, 3/8/13	LKR	1,501,000		11,092,986
Sri Lanka Treasury Bill, 0.00%, 3/22/13	LKR	1,400,000		10,296,860
Sri Lanka Treasury Bill, 0.00%, 3/29/13	LKR	1,643,490		12,058,213
Sri Lanka Treasury Bill, 0.00%, 4/5/13	LKR	181,720		1,329,998
Sri Lanka Treasury Bill, 0.00%, 4/12/13	LKR	264,450		1,930,718
Sri Lanka Treasury Bill, 0.00%, 8/30/13	LKR	105,900		738,300
Sri Lanka Treasury Bill, 0.00%, 10/4/13	LKR	882,170		6,078,519
Sri Lanka Treasury Bill, 0.00%, 10/18/13	LKR	681,000		4,671,263
Sri Lanka Treasury Bill, 0.00%, 10/25/13	LKR	642,000		4,393,846
Sri Lanka Treasury Bill, 0.00%, 11/1/13	LKR	669,390		4,569,053

Total Sri Lanka			$	197,808,125


Uganda — 0.1%
Uganda Treasury Bill, 0.00%, 1/25/13	UGX	17,475,000	$	6,620,991

Total Uganda			$	6,620,991


Uruguay — 0.9%
Monetary Regulation Bill, 0.00%, 11/5/12	UYU	175,309	$	8,867,546
Monetary Regulation Bill, 0.00%, 12/7/12	UYU	129,700		6,506,809
Monetary Regulation Bill, 0.00%, 2/15/13	UYU	32,230		1,587,041
Monetary Regulation Bill, 0.00%, 3/22/13⁽²⁾	UYU	228,031		11,481,696
Monetary Regulation Bill, 0.00%, 4/26/13⁽²⁾	UYU	239,122		12,020,444
Monetary Regulation Bill, 0.00%, 5/31/13⁽²⁾	UYU	320,125		16,085,597
Monetary Regulation Bill, 0.00%, 7/5/13⁽²⁾	UYU	105,642		5,299,647

Total Uruguay			$	61,848,780


Total Foreign Government Securities (identified cost $1,718,367,632)			$	1,725,628,725


		26		See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


U.S. Treasury Obligations — 2.1%


Security	Principal Amount (000's omitted)			Value

U.S. Treasury Bill, 0.00%, 11/15/12⁽¹⁰⁾		$	44,420	$	44,418,889
U.S. Treasury Bill, 0.00%, 12/13/12⁽¹⁰⁾			100,000		99,989,500
U.S. Treasury Bill, 0.00%, 1/17/13⁽¹⁰⁾			10,000		9,998,240


Total U.S. Treasury Obligations (identified cost $154,402,065)				$	154,406,629


Repurchase Agreements — 9.0%


Description	Principal Amount (000's omitted)			Value

Bank of America:
Dated 10/17/12 with a maturity date of 11/9/12, an interest rate of 0.10% payable by the Portfolio and repurchase proceeds of EUR 50,014,618, collateralized by EUR 43,520,000 Government of France 3.75%, due 4/25/17 and a market value, including accrued interest, of $64,756,053.	EUR		50,018	$	64,830,199
Dated 10/24/12 with a maturity date of 12/7/12, an interest rate of 0.10% payable by the Portfolio and repurchase proceeds of EUR 55,203,624, collateralized by EUR 48,250,000 Government of France 3.75%, due 10/25/19 and a market value, including accrued interest, of $71,586,329.	EUR		55,210		71,560,489
Dated 10/29/12 with a maturity date of 1/24/13, an interest rate of 0.65% payable by the Portfolio and repurchase proceeds of EUR 24,909,005, collateralized by EUR 20,760,000 European Investment Bank 4.25%, due 4/15/19 and a market value, including accrued interest, of $32,395,118.	EUR		24,947		32,335,418
Dated 10/30/12 with a maturity date of 11/16/12, an interest rate of 0.12% payable by the Portfolio and repurchase proceeds of EUR 75,354,240, collateralized by EUR 65,620,000 Government of France 3.75%, due 4/25/17 and a market value, including accrued interest, of $97,639,986.	EUR		75,358		97,675,237
Dated 10/30/12 with a maturity date of 1/24/13, an interest rate of 0.65% payable by the Portfolio and repurchase proceeds of EUR 17,260,981, collateralized by EUR 14,700,000 European Investment Bank 3.625%, due 1/15/21 and a market value, including accrued interest, of $22,334,861.	EUR		17,287		22,406,794


Description	Principal Amount (000's omitted)		Value

Dated 10/30/12 with a maturity date of 1/24/13, an interest rate of 0.65% payable by the Portfolio and repurchase proceeds of EUR 22,602,767, collateralized by EUR 18,300,000 European Investment Bank 4.625%, due 4/15/20 and a market value, including accrued interest, of $29,397,741.	EUR	22,637	$	29,341,063
Barclays Bank PLC:
Dated 10/24/12 with a maturity date of 11/19/12, an interest rate of 0.10% payable by the Portfolio and repurchase proceeds of EUR 56,188,624, collateralized by EUR 48,350,000 Government of France 4.00%, due 10/25/38 and a market value, including accrued interest, of $72,505,768.	EUR	56,192		72,833,707
Citibank NA:
Dated 10/24/12 with a maturity date of 11/29/12, an interest rate of 0.08% payable by the Portfolio and repurchase proceeds of EUR 89,152,928, collateralized by EUR 77,194,000 Government of France 4.00%, due 10/25/38 and a market value, including accrued interest, of $115,760,295.	EUR	89,159		115,563,475
Nomura International PLC:
Dated 10/15/12 with a maturity date of 11/8/12, an interest rate of 0.15% payable by the Portfolio and repurchase proceeds of EUR 14,738,132, collateralized by EUR 15,000,000 Spain Government Bond 4.60%, due 7/30/19 and a market value, including accrued interest, of $19,391,430.	EUR	14,739		19,104,572
Dated 10/17/12 with a maturity date of 11/12/12, an interest rate of 0.06% payable by the Portfolio and repurchase proceeds of EUR 65,077,664, collateralized by EUR 57,600,000 Belgium Kingdom Government Bond 3.75%, due 9/28/20 and a market value, including accrued interest, of $84,204,239.	EUR	65,080		84,353,749
Dated 10/24/12 with a maturity date of 1/28/13, an interest rate of 0.07% payable by the Portfolio and repurchase proceeds of EUR 31,015,275, collateralized by EUR 30,900,000 Bundesrepublik Deutschland 0.50%, due 4/7/17 and a market value, including accrued interest, of $40,372,198.	EUR	31,021		40,207,545


Total Repurchase Agreements (identified cost $652,074,955)			$	650,212,248


		27		See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Other — 5.0%


Description	Interest (000's omitted)		Value

Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽¹²⁾	$	357,358	$	357,358,168


Total Other (identified cost $357,358,168)			$	357,358,168


Total Short-Term Investments (identified cost $2,882,202,820)			$	2,887,605,770


Total Investments — 107.9% (identified cost $7,606,077,584)			$	7,795,885,887

Currency Call Options Written — (0.1)%

Description

Counterparty

Principal

Amount of
Contracts

(000's omitted)

Strike
Price

Expiration
Date

Value

Indian Rupee

Bank of
America

INR 3,643,326

INR 54.00

8/12/13

(1,228,552

)

Indian Rupee

Citibank NA

INR

3,463,398

INR 54.00

8/12/13

(1,167,879

)

Indian Rupee

Deutsche
Bank

INR

1,861,654

INR 54.00

8/12/13

(627,761

)

Indian Rupee

Goldman
Sachs
International

INR

3,432,000

INR 55.00

8/16/13

(1,586,714

)

Indian Rupee

HSBC Bank
USA

INR

3,780,918

INR 54.00

8/12/13

(1,274,948

)

Indian Rupee

JPMorgan
Chase Bank

INR

2,185,000

INR 55.00

8/19/13

(1,011,570

)

Indian Rupee

Nomura
International
PLC

INR

3,780,918

INR 54.00

8/12/13

(1,274,948

)

Indian Rupee

Standard
Chartered
Bank

INR 1,734,786

INR 54.00

8/12/13

(584,980

)

Total Currency Call Options Written
(premiums received $17,480,978)

(8,757,352

)

Currency Put Options Written — (0.0)%⁽³⁾

Description

Counterparty

Principal

Amount of
Contracts

(000's omitted)

Strike
Price

Expiration
Date

Value

Indian Rupee

Bank of America

INR 2,317,250

INR 65.00

7/1/13

(164,893

)

Indian Rupee

Goldman Sachs
International

INR 1,930,500

INR 65.00

7/1/13

(137,373

)

Indian Rupee

HSBC Bank USA

INR 2,323,200

INR 64.00

7/3/13

(209,842

)

Description

Counterparty

Principal

Amount of
Contracts

(000's omitted)

Strike
Price

Expiration
Date

Value

Indian Rupee

JPMorgan
Chase
Bank

INR 1,980,800

INR 64.00

7/3/13

(178,915

)

Indian Rupee

Standard
Chartered
Bank

INR 1,318,400

INR 64.00

7/3/13

(119,084

)

Total Currency Put Options Written
(premiums received $4,089,906)

(810,107

)

Other Assets, Less Liabilities — (7.8)%

(565,978,740

)

Net Assets — 100.0%

7,220,339,688

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

JPMCC

–

JPMorgan Chase Commercial Mortgage Securities Corp.

MLMT

–

Merrill Lynch Mortgage Trust

WBCMT

–

Wachovia Bank Commercial Mortgage Trust

BRL

–

Brazilian Real

CNH

–

Yuan Offshore Renminbi

CRC

–

Costa Rican Colon

DOP

–

Dominican Peso

EUR

–

Euro

GBP

–

British Pound Sterling

GEL

–

Georgian Lari

HKD

–

Hong Kong Dollar

INR

–

Indian Rupee

KRW

–

South Korean Won

LKR

–

Sri Lankan Rupee

MXN

–

Mexican Peso

MYR

–

Malaysian Ringgit

NGN

–

Nigerian Naira

NZD

–

New Zealand Dollar

PHP

–

Philippine Peso

RSD

–

Serbian Dinar

TRY

–

New Turkish Lira

UGX

–

Ugandan Shilling

USD

–

United States Dollar

UYU

–

Uruguayan Peso

⁽¹⁾

Security exempt from registration under Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. At October 31, 2012, the aggregate value of these securities is $102,623,903 or 1.4% of the Portfolio's net assets.

⁽²⁾

Inflation-linked security whose principal is adjusted for inflation based on changes in a designated inflation index or inflation rate for the applicable country. Interest is calculated based on the inflation-adjusted principal.

⁽³⁾

Amount is less than 0.05%.


		28		See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued

⁽⁴⁾

Represents a structured security whose market value and interest rate are linked to the performance of the underlying security.

⁽⁵⁾

Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

⁽⁶⁾

Floating-rate security.

⁽⁷⁾

Weighted average fixed-rate coupon that changes/updates monthly.

⁽⁸⁾

Inverse floating-rate security whose coupon varies inversely with changes in the interest rate index. The stated interest rate represents the coupon rate in effect at October 31, 2012.

⁽⁹⁾

Adjustable rate mortgage security. Rate shown is the rate at October 31, 2012.

⁽¹⁰⁾	Security (or a portion thereof) has been pledged to cover collateral requirements on open financial contracts and/or securities sold short.

⁽¹¹⁾	Non-income producing.

⁽¹²⁾	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2012.



Securities Sold Short — (9.9)%

Foreign Government Bonds — (8.9)%


Security		Principal Amount (000's omitted)			Value


Belgium — (1.2)%
Belgium Kingdom Government Bond, 3.75%, 9/28/20	EUR		(57,600	)	$	(83,943,446	)

Total Belgium					$	(83,943,446	)


France — (5.8)%
Government of France, 3.75%, 4/25/17	EUR		(109,140	)	$	(159,634,629	)
Government of France, 3.75%, 10/25/19	EUR		(48,250	)		(71,541,352	)
Government of France, 4.00%, 10/25/38	EUR		(125,544	)		(188,141,235	)

Total France					$	(419,317,216	)


Germany — (0.5)%
Bundesrepublik Deutschland, 0.50%, 4/7/17	EUR		(30,900	)	$	(40,258,080	)

Total Germany					$	(40,258,080	)
��

Spain — (0.3)%
Spain Government Bond, 4.60%, 7/30/19	EUR		(15,000	)	$	(19,161,106	)

Total Spain					$	(19,161,106	)


Security		Principal Amount (000's omitted)			Value


Supranational — (1.1)%
European Investment Bank, 3.625%, 1/15/21	EUR		(14,700	)	$	(21,784,205	)
European Investment Bank, 4.25%, 4/15/19	EUR		(20,760	)		(31,768,492	)
European Investment Bank, 4.625%, 4/15/20	EUR		(18,300	)		(28,796,629	)

Total Supranational					$	(82,349,326	)


Total Foreign Government Bonds (proceeds $624,225,765)					$	(645,029,174	)


Common Stocks — (1.0)%


Security		Shares			Value


China — (1.0)%
Agricultural Bank of China, Ltd., Class H			(43,188,000	)	$	(18,552,643	)
Bank of China, Ltd., Class H			(44,592,000	)		(18,268,551	)
China Construction Bank Corp., Class H			(24,278,000	)		(18,231,548	)
Industrial & Commercial Bank of China, Class H			(27,311,000	)		(17,984,266	)


Total Common Stocks (proceeds $64,332,418)					$	(73,037,008	)


Total Securities Sold Short (proceeds $688,558,183)					$	(718,066,182	)


		29		See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2012

Consolidated Statement of Assets and Liabilities


Assets	October 31, 2012
Investments —
Securities of unaffiliated issuers, at value (identified cost, $6,775,117,935)	$	6,956,981,494
Affiliated investment, at value (identified cost, $357,358,168)		357,358,168
Precious metals, at value (identified cost, $473,601,481)		481,546,225
Total Investments, at value (identified cost, $7,606,077,584)	$	7,795,885,887
Cash	$	6,065,763
Restricted cash*		3,646,000
Foreign currency, at value (identified cost, $134,864,078)		135,124,256
Cash collateral for securities sold short		89,218,650
Interest receivable		48,076,125
Interest receivable from affiliated investment		23,835
Receivable for investments sold		152,925,377
Receivable for variation margin on open futures contracts		2,179
Receivable for open forward foreign currency exchange contracts		39,293,958
Receivable for closed forward foreign currency exchange contracts		6,762,996
Receivable for open swap contracts		63,615,644
Premium paid on open swap contracts		114,087,849
Total assets	$	8,454,728,519

Liabilities
Written options outstanding, at value (premiums received, $21,570,884)	$	9,567,459
Payable for investments purchased		290,171,413
Payable for open forward commodity contracts		9,488,742
Payable for open forward foreign currency exchange contracts		54,984,708
Payable for closed forward foreign currency exchange contracts		9,416,861
Payable for open swap contracts		100,580,771
Premium payable on open swap contracts		282,183
Premium received on open swap contracts		23,842,996
Payable for securities sold short, at value (proceeds, $688,558,183)		718,066,182
Payable to affiliates:
Investment adviser fee		3,199,363
Trustees' fees		5,667
Interest payable		14,123,227
Accrued expenses		659,259
Total liabilities	$	1,234,388,831
Net Assets applicable to investors' interest in Portfolio	$	7,220,339,688

Sources of Net Assets
Investors' capital	$	7,120,543,371
Net unrealized appreciation		99,796,317
Total	$	7,220,339,688

*	Represents restricted cash as collateral for open financial contracts.


		30		See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2012

Consolidated Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest (net of foreign taxes, $1,254,174)	$	384,093,122
Dividends (net of foreign taxes, $56,677)		869,200
Interest allocated from affiliated investment		387,073
Expenses allocated from affiliated investment		(54,619	)
Total investment income	$	385,294,776

Expenses
Investment adviser fee	$	39,782,114
Trustees' fees and expenses		69,458
Custodian fee		6,516,473
Legal and accounting services		545,291
Interest expense		1,203,196
Interest and dividends on securities sold short		22,632,627
Miscellaneous		423,393
Total expenses	$	71,172,552
Deduct —
Reduction of custodian fee	$	5,990
Total expense reductions	$	5,990

Net expenses	$	71,166,562

Net investment income	$	314,128,214

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(241,840,875	)
Investment transactions allocated from affiliated investment		7,160
Securities sold short		1,520,264
Futures contracts		(40,528,590	)
Swap contracts		(15,240,766	)
Forward commodity contracts		(4,898,042	)
Foreign currency and forward foreign currency exchange contract transactions		246,628,802
Net realized loss	$	(54,352,047	)
Change in unrealized appreciation (depreciation) —
Investments (including net decrease of $2,775,013 from precious metals)	$	176,092,641
Written options		12,003,425
Securities sold short		(39,246,938	)
Futures contracts		(1,301,770	)
Swap contracts		(86,079,973	)
Forward commodity contracts		5,219,655
Foreign currency and forward foreign currency exchange contracts		(73,428,179	)
Net change in unrealized appreciation (depreciation)	$	(6,741,139	)

Net realized and unrealized loss	$	(61,093,186	)

Net increase in net assets from operations	$	253,035,028


		31		See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2012

Consolidated Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	314,128,214		$	286,262,848
Net realized loss from investment transactions, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, and foreign currency and forward foreign currency exchange contract transactions		(54,352,047	)		(163,522,030	)
Net change in unrealized appreciation (depreciation) from investments, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, foreign currency and forward foreign currency exchange contracts		(6,741,139	)		(48,145,524	)
Net increase in net assets from operations	$	253,035,028		$	74,595,294
Capital transactions —
Contributions	$	657,956,383		$	743,671,640
Withdrawals		(1,728,829,247	)		(1,787,114,297	)
Net decrease in net assets from capital transactions	$	(1,070,872,864	)	$	(1,043,442,657	)

Net decrease in net assets	$	(817,837,836	)	$	(968,847,363	)

Net Assets
At beginning of year	$	8,038,177,524		$	9,007,024,887
At end of year	$	7,220,339,688		$	8,038,177,524


		32		See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2012

Consolidated Supplementary Data


	Year Ended October 31,
Ratios/Supplemental Data	2012			2011			2010			2009			2008
Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.93	%⁽²⁾		0.75	%⁽²⁾		0.57	%		0.72	%		0.63	%
Net investment income		4.10	%		3.22	%		2.67	%		4.93	%		5.25	%
Portfolio Turnover		39	%		33	%		19	%		25	%		26	%

Total Return		3.46	%		0.79	%		5.31	%		12.10	%		2.97	%

Net assets, end of year (000's omitted)	$	7,220,340		$	8,038,178		$	9,007,025		$	1,319,026		$	845,021

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

⁽²⁾	Includes interest and dividend expense primarily on securities sold short of 0.30% and 0.11% for the years ended October 31, 2012 and 2011, respectively.


		33		See Notes to Consolidated Financial Statements.

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements

1 Significant Accounting Policies

Global Macro Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a non-diversified, open-end management investment company. The Portfolio’s investment objective is total return. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2012, Eaton Vance Global Macro Absolute Return Fund, Eaton Vance Strategic Income Fund, Eaton Vance International (Cayman Islands) Strategic Income Fund, Eaton Vance Multi-Strategy Absolute Return Fund and Eaton Vance Multi-Strategy All Market Fund held an interest of 89.9%, 7.1%, 1.2%, 1.5% and less than 0.1%, respectively, in the Portfolio.

The Portfolio seeks to gain exposure to the commodity markets, in whole or in part, through investments in Eaton Vance GMP Commodity Subsidiary, Ltd. (the Subsidiary), a wholly-owned subsidiary of the Portfolio organized under the laws of the Cayman Islands with the same objective and investment policies and restrictions as the Portfolio. The Portfolio may invest up to 25% of its total assets in the Subsidiary. The net assets of the Subsidiary at October 31, 2012 were $532,519,564 or 7.4% of the Portfolio's consolidated net assets. The accompanying consolidated financial statements include the accounts of the Subsidiary. Intercompany balances and transactions have been eliminated in consolidation.

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

A Investment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned, fixed-rate 30-year mortgage-backed securities as noted below) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Most seasoned, fixed-rate 30-year mortgage-backed securities are valued through the use of the investment adviser’s matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers. Short-term obligations purchased with a remaining maturity of sixty days or less (excluding those that are non-U.S. dollar denominated, which typically are valued by a pricing service or dealer quotes) are generally valued at amortized cost, which approximates market value. Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Precious metals are valued at the New York composite mean quotation reported by Bloomberg at the valuation time. Exchange-traded options are valued at the mean between the bid and asked prices at valuation time as reported by the Options Price Reporting Authority for U.S. listed options or by the relevant exchange or board of trade for non-U.S. listed options. Over-the-counter options (including options on securities, indices and foreign currencies) are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the volatility of the underlying instrument and the period of time until option expiration. Financial and commodities futures contracts are valued at the closing settlement price established by the board of trade or exchange on which they are traded. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. Forward commodity contracts are generally valued based on the price of the underlying futures or forward contract provided by the exchange on which the underlying instruments are traded or if unavailable, based on forward rates provided by broker/dealers. Interest rate swaps, cross-currency swaps and options on interest rate swaps (“swaptions”) are normally valued using valuations provided by a third party pricing service. Such pricing service valuations are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract. Future cash flows are discounted to their present value using swap rates provided by electronic data services or by broker/dealers. Alternatively, swaptions may be valued at the valuation provided by the counterparty, so determined using the same techniques as those employed by the pricing service. Credit default swaps are normally valued using valuations provided by a third party pricing service. The pricing services employ electronic data processing techniques to determine the present value based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary models. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the


		34

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

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

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

The Subsidiary is treated as a controlled foreign corporation under the Internal Revenue Code and is not expected to be subject to U.S. federal income tax. The Portfolio is treated as a U.S. shareholder of the Subsidiary. As a result, the Portfolio is required to include in gross income for U.S. federal tax purposes all of the Subsidiary’s income, whether or not such income is distributed by the Subsidiary. If a net loss is realized by the Subsidiary, such loss is not generally available to offset the income earned by the Portfolio.

As of October 31, 2012, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Portfolio files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

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

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


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Notes to Consolidated Financial Statements — continued

I Financial and Commodities Futures Contracts — Upon entering into a financial or commodities futures contract, the Portfolio is required to deposit with the broker, either in cash or securities, an amount equal to a certain percentage of the purchase price (initial margin). Subsequent payments, known as variation margin, are made or received by the Portfolio each business day, depending on the daily fluctuations in the value of the underlying security, commodity or currency, and are recorded as unrealized gains or losses by the Portfolio. Gains (losses) are realized upon the expiration or closing of the financial or commodities futures contracts. Should market conditions change unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial or commodities futures contracts and may realize a loss. Futures contracts have minimal counterparty risk as they are exchange traded and the clearinghouse for the exchange is substituted as the counterparty, guaranteeing counterparty performance.

J Forward Foreign Currency Exchange and Forward Commodity Contracts — The Portfolio may enter into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. The forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any gains or losses are recorded as unrealized until such time as the contracts have been closed or offset by another contract with the same broker for the same settlement date and currency. Unrealized and realized gains and losses on forward commodity contracts, which are entered into for the purchase or sale of a specific commodity at a fixed price on a future date, are accounted for as described above. Risks may arise upon entering these contracts from the potential inability of counterparties to meet the terms of their contracts and, in the case of forward foreign currency exchange contracts, from movements in the value of a foreign currency relative to the U.S. dollar.

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

L Purchased Options — Upon the purchase of a call or put option, the premium paid by the Portfolio is included in the Consolidated Statement of Assets and Liabilities as an investment. The amount of the investment is subsequently marked-to-market to reflect the current market value of the option purchased, in accordance with the Portfolio’s policies on investment valuations discussed above. As the purchaser of an index option, the Portfolio has the right to receive a cash payment equal to any depreciation in the value of the index below the strike price of the option (in the case of a put) or equal to any appreciation in the value of the index over the strike price of the option (in the case of a call) as of the valuation date of the option. If an option which the Portfolio had purchased expires on the stipulated expiration date, the Portfolio will realize a loss in the amount of the cost of the option. If the Portfolio enters into a closing sale transaction, the Portfolio will realize a gain or loss, depending on whether the sales proceeds from the closing sale transaction are greater or less than the cost of the option. If the Portfolio exercises a put option on a security, it will realize a gain or loss from the sale of the underlying security, and the proceeds from such sale will be decreased by the premium originally paid. If the Portfolio exercises a call option on a security, the cost of the security which the Portfolio purchases upon exercise will be increased by the premium originally paid. The risk associated with purchasing options is limited to the premium originally paid.

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

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


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Notes to Consolidated Financial Statements — continued

agreement entered into by the Portfolio for the same referenced obligation. As the seller, the Portfolio may create economic leverage to its portfolio because, in addition to its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Portfolio also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Upfront payments or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. For financial reporting purposes, unamortized upfront payments, if any, are netted with unrealized appreciation or depreciation on swap contracts to determine the market value of swaps as presented in Notes 5 and 9. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to the notional amount of the credit default swaps of which it is the seller. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to any unrealized depreciation of the credit default swaps of which it is the buyer, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

P Swaptions — A purchased swaption contract grants the Portfolio, in return for payment of the purchase price, the right, but not the obligation, to enter into an interest rate swap, at preset terms, with the seller on the expiration date of the contract. The Portfolio pays a premium to the writer, which is recorded as an investment and subsequently marked to market to reflect the current value of the swaption. Premiums paid for swaptions that expire are treated as realized losses. Premiums paid for swaptions that are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying swap transaction to determine the realized gain or loss. The writer of the swaption bears the risk of unfavorable changes in the preset rate of the underlying interest rate swap. The Portfolio’s risk is limited to the premium paid.

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

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

S Reverse Repurchase Agreements — Under a reverse repurchase agreement, the Portfolio temporarily transfers possession of a portfolio security to another party, such as a bank or broker/dealer, in return for cash. At the same time, the Portfolio agrees to repurchase the security at an agreed upon time and price, which reflects an interest payment. Because the Portfolio retains effective control over the transferred security, the transaction is accounted for as a secured borrowing. The Portfolio may enter into such agreements when it is able to invest the cash acquired at a rate higher than the cost of the agreement, which would increase earned income. When the Portfolio enters into a reverse repurchase agreement, any fluctuations in the market value of either the securities transferred to another party or the securities in which the proceeds may be invested would affect the market value of the Portfolio’s assets. Because reverse repurchase agreements may be considered to be the practical equivalent of borrowing funds, they constitute a form of leverage. The Portfolio segregates cash or liquid assets equal to its obligation to repurchase the security during the term of the agreement. In the event the counterparty to a reverse repurchase agreement becomes insolvent, recovery of the security transferred by the Portfolio may be delayed or the Portfolio may incur a loss equal to the amount by which the value of the security transferred by the Portfolio exceeds the repurchase price payable by the Fund.

2 Investment Adviser Fee and Other Transactions with Affiliates


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Notes to Consolidated Financial Statements — continued

invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2012, the Portfolio’s investment adviser fee amounted to $39,782,114 or 0.52% of the Portfolio's consolidated average daily net assets.

Trustees and officers of the Portfolio who are members of EVM's or BMR's organizations receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2012, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities, paydowns and securities sold short, for the year ended October 31, 2012 were as follows:


	Purchases		Sales

Investments (non-U.S. Government)	$	1,954,260,461	$	1,436,068,150
U.S. Government and Agency Securities		891,000,556		430,509,091

	$	2,845,261,017	$	1,866,577,241

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	7,627,859,664

Gross unrealized appreciation	$	274,340,474
Gross unrealized depreciation		(106,314,251	)

Net unrealized appreciation	$	168,026,223

The net unrealized depreciation on written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, foreign currency and forward foreign currency exchange contracts at October 31, 2012 on a federal income tax basis was $38,386,696.

5 Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include written options, forward commodity contracts, forward foreign currency exchange contracts, futures contracts and swap contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

A summary of obligations under these financial instruments at October 31, 2012 is as follows:


Forward Commodity Contracts⁽¹⁾


Sales
Settlement Date	Deliver	In Exchange For	Counterparty	Net Unrealized Depreciation

12/27/12	Gold 99,393 Troy Ounces	United States Dollar 163,352,864	Citibank NA	$	(7,850,531	)
12/27/12	Gold 29,799 Troy Ounces	United States Dollar 49,690,762	Merrill Lynch International		(1,638,211	)

				$	(9,488,742	)

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


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Notes to Consolidated Financial Statements — continued


Forward Foreign Currency Exchange Contracts


Sales
Settlement Date	Deliver	In Exchange For	Counterparty	Net Unrealized Appreciation (Depreciation)


11/5/12	New Taiwan Dollar 1,031,496,000	United States Dollar 34,469,373	Australia and New Zealand Banking Group Limited	$	(846,274	)
11/5/12	New Taiwan Dollar 770,148,000	United States Dollar 25,735,940	Citibank NA		(631,855	)
11/5/12	New Taiwan Dollar 864,244,000	United States Dollar 28,880,334	JPMorgan Chase Bank		(709,054	)
11/5/12	New Taiwan Dollar 999,800,000	United States Dollar 33,409,076	Nomura International PLC		(821,386	)
11/7/12	New Turkish Lira 104,378,599	United States Dollar 56,440,974	Barclays Bank PLC		(1,744,361	)
11/7/12	New Turkish Lira 50,000,000	United States Dollar 25,477,707	JPMorgan Chase Bank		(2,394,546	)
11/7/12	Philippine Peso 74,052,000	United States Dollar 1,793,504	Standard Chartered Bank		(4,151	)
11/8/12	Chilean Peso 1,984,800,000	United States Dollar 4,176,240	Bank of Nova Scotia		52,323
11/8/12	Euro 2,368,000	United States Dollar 3,265,657	JPMorgan Chase Bank		196,215
11/8/12	Serbian Dinar 102,425,000	Euro 917,376	Citibank NA		21,842
11/8/12	Serbian Dinar 74,149,000	Euro 648,156	Citibank NA		(4,881	)
11/8/12	Serbian Dinar 570,400,000	Euro 5,000,000	Citibank NA		(19,419	)
11/8/12	Serbian Dinar 96,955,000	Euro 848,993	Deutsche Bank		(4,458	)
11/8/12	South African Rand 396,504,559	United States Dollar 47,778,541	Standard Bank		2,088,453
11/8/12	South African Rand 883,228,210	United States Dollar 106,487,450	Standard Chartered Bank		4,711,129
11/13/12	Polish Zloty 106,955,461	Euro 26,019,111	Barclays Bank PLC		259,786
11/15/12	Euro 7,010,000	United States Dollar 9,513,832	Goldman Sachs International		426,796
11/15/12	Japanese Yen 13,029,000,000	United States Dollar 166,440,981	Goldman Sachs International		3,214,941
11/16/12	New Taiwan Dollar 1,200,760,000	United States Dollar 40,116,264	BNP Paribas SA		(1,018,265	)
11/16/12	New Taiwan Dollar 1,086,403,000	United States Dollar 36,289,642	JPMorgan Chase Bank		(927,350	)
11/16/12	New Taiwan Dollar 1,153,169,000	United States Dollar 38,519,858	Nomura International PLC		(984,341	)
11/19/12	Euro 61,070,000	United States Dollar 80,193,460	Goldman Sachs International		1,025,896
11/19/12	Singapore Dollar 39,752,000	United States Dollar 32,294,019	Goldman Sachs International		(294,344	)


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Notes to Consolidated Financial Statements — continued


Forward Foreign Currency Exchange Contracts (continued)


Sales
Settlement Date	Deliver	In Exchange For	Counterparty	Net Unrealized Appreciation (Depreciation)


11/20/12	Euro 140,997,465	United States Dollar 173,568,744	Australia and New Zealand Banking Group Limited	$	(9,213,687	)
11/20/12	Euro 98,224,614	United States Dollar 121,498,473	Bank of America		(5,835,261	)
11/20/12	Euro 202,820,027	United States Dollar 249,230,320	Goldman Sachs International		(13,695,950	)
11/22/12	Serbian Dinar 481,500,000	Euro 4,220,722	Citibank NA		4,196
11/22/12	Serbian Dinar 328,170,000	Euro 2,872,888	Citibank NA		(2,037	)
11/22/12	Serbian Dinar 575,000,000	Euro 5,000,000	Deutsche Bank		(47,262	)
11/23/12	Euro 3,672,000	United States Dollar 4,989,918	Credit Suisse International		229,586
11/28/12	British Pound Sterling 2,834,615	United States Dollar 4,496,579	State Street Bank and Trust Co.		(77,375	)
11/29/12	Euro 9,109,000	United States Dollar 12,222,456	Standard Chartered Bank		413,055
11/29/12	Malaysian Ringgit 38,170,000	United States Dollar 12,370,766	Goldman Sachs International		(137,175	)
12/3/12	New Zealand Dollar 116,495,864	United States Dollar 96,244,806	Australia and New Zealand Banking Group Limited		627,306
12/3/12	New Zealand Dollar 392,136,985	United States Dollar 324,356,107	Goldman Sachs International		2,497,831
12/4/12	Brazilian Real 262,589,000	United States Dollar 128,663,335	BNP Paribas SA		(106,104	)
12/7/12	New Taiwan Dollar 480,127,000	United States Dollar 16,106,240	Barclays Bank PLC		(358,456	)
12/7/12	New Taiwan Dollar 530,693,000	United States Dollar 17,805,502	Nomura International PLC		(393,222	)
12/10/12	Euro 142,410,331	United States Dollar 185,560,662	Deutsche Bank		909,807
12/11/12	Euro 17,956,785	United States Dollar 22,934,047	Deutsche Bank		(349,212	)
12/11/12	Euro 262,281,615	United States Dollar 334,975,587	Goldman Sachs International		(5,105,932	)
12/17/12	Australian Dollar 204,764,000	United States Dollar 208,860,304	Deutsche Bank		(2,926,027	)
12/24/12	New Taiwan Dollar 1,040,866,200	United States Dollar 35,574,223	Australia and New Zealand Banking Group Limited		(140,373	)
12/24/12	New Taiwan Dollar 1,301,082,750	United States Dollar 44,463,220	Citibank NA		(180,025	)
12/24/12	New Taiwan Dollar 1,127,605,050	United States Dollar 38,534,791	Nomura International PLC		(156,022	)
1/18/13	Sri Lankan Rupee 1,483,200,000	United States Dollar 12,360,000	HSBC Bank USA		1,227,524


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Notes to Consolidated Financial Statements — continued


Forward Foreign Currency Exchange Contracts (continued)


Sales
Settlement Date	Deliver	In Exchange For	Counterparty	Net Unrealized Appreciation (Depreciation)


1/24/13	Euro 7,340,000	United States Dollar 9,577,966	Standard Chartered Bank	$	56,229
1/25/13	Ugandan Shilling 16,770,000,000	United States Dollar 6,271,503	Citibank NA		1,729
1/31/13	Euro 3,436,000	United States Dollar 4,523,425	State Street Bank and Trust Co.		65,827
2/1/13	Sri Lankan Rupee 5,000,000,000	United States Dollar 39,984,006	HSBC Bank USA		2,598,288
2/7/13	Euro 3,637,000	United States Dollar 4,831,991	Standard Chartered Bank		113,326
2/15/13	Sri Lankan Rupee 659,700,000	United States Dollar 5,229,489	Standard Chartered Bank		315,228
2/22/13	Sri Lankan Rupee 1,827,000,000	United States Dollar 14,517,282	Standard Chartered Bank		932,769
2/28/13	Euro 6,953,000	United States Dollar 9,312,327	Standard Chartered Bank		289,685
3/7/13	Euro 5,000,000	United States Dollar 6,574,900	State Street Bank and Trust Co.		86,165
3/8/13	Sri Lankan Rupee 1,422,520,000	United States Dollar 10,980,471	HSBC Bank USA		442,523
3/14/13	Euro 7,111,000	United States Dollar 9,302,112	Deutsche Bank		73,228
3/28/13	Euro 7,396,000	United States Dollar 9,897,105	JPMorgan Chase Bank		297,077
4/4/13	Euro 7,050,000	United States Dollar 9,426,449	Barclays Bank PLC		274,928

				$	(25,675,117	)


Forward Foreign Currency Exchange Contracts


Purchases


Settlement Date	In Exchange For	Deliver	Counterparty	Net Unrealized Appreciation (Depreciation)


11/7/12	New Turkish Lira 82,014,038	United States Dollar 44,512,368	Deutsche Bank	$	1,205,952
11/9/12	Peruvian New Sol 58,175,650	United States Dollar 22,381,276	Standard Chartered Bank		63,120
11/13/12	Polish Zloty 205,774,000	Euro 50,060,577	JPMorgan Chase Bank		(502,175	)
11/13/12	South Korean Won 50,569,365,000	United States Dollar 44,435,100	HSBC Bank USA		1,909,164
11/13/12	South Korean Won 23,662,735,000	United States Dollar 20,792,351	Nomura International PLC		893,348


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Notes to Consolidated Financial Statements — continued


Forward Foreign Currency Exchange Contracts (continued)


Purchases
Settlement Date	In Exchange For	Deliver	Counterparty	Net Unrealized Appreciation (Depreciation)


11/15/12	Indian Rupee 1,355,196,000	United States Dollar 24,238,884	Goldman Sachs International	$	886,381
11/15/12	Indian Rupee 1,656,349,000	United States Dollar 29,619,975	Standard Chartered Bank		1,088,651
11/15/12	Yuan Offshore Renminbi 273,697,000	United States Dollar 43,368,246	Australia and New Zealand Banking Group Limited		440,967
11/15/12	Yuan Offshore Renminbi 275,663,000	United States Dollar 43,679,765	Bank of America		444,135
11/15/12	Yuan Offshore Renminbi 310,852,000	United States Dollar 49,254,025	Deutsche Bank		502,391
11/19/12	Hong Kong Dollar 563,043,463	United States Dollar 72,636,711	Goldman Sachs International		15,903
11/19/12	Indian Rupee 1,814,497,000	United States Dollar 34,588,201	Deutsche Bank		(974,858	)
11/19/12	Indian Rupee 764,508,000	United States Dollar 14,573,161	Standard Chartered Bank		(410,740	)
11/19/12	Philippine Peso 990,188,000	United States Dollar 23,929,723	Australia and New Zealand Banking Group Limited		117,001
11/19/12	Singapore Dollar 218,540,000	United States Dollar 177,758,618	Standard Chartered Bank		1,398,678
11/19/12	Yuan Offshore Renminbi 173,486,000	United States Dollar 27,611,969	Goldman Sachs International		148,836
11/19/12	Yuan Offshore Renminbi 191,748,000	United States Dollar 30,506,404	Standard Chartered Bank		176,642
11/20/12	Indian Rupee 2,226,400,000	United States Dollar 41,145,814	Deutsche Bank		89,604
11/20/12	Indian Rupee 1,655,726,000	United States Dollar 30,593,607	Goldman Sachs International		72,291
11/20/12	Yuan Offshore Renminbi 233,189,000	United States Dollar 37,099,515	Bank of America		212,073
11/20/12	Yuan Offshore Renminbi 222,084,000	United States Dollar 35,332,750	Barclays Bank PLC		201,974
11/20/12	Yuan Offshore Renminbi 226,974,000	United States Dollar 36,090,634	Citibank NA		226,518
11/21/12	South Korean Won 54,985,558,000	United States Dollar 48,537,369	Standard Chartered Bank		1,835,051
11/26/12	Swedish Krona 412,556,000	Euro 48,441,966	Barclays Bank PLC		(646,461	)
11/26/12	Swedish Krona 140,300,000	Euro 16,475,064	Credit Suisse International		(221,350	)
11/26/12	Swedish Krona 412,555,500	Euro 48,442,476	Deutsche Bank		(647,198	)
11/27/12	Polish Zloty 266,423,945	Euro 64,604,851	HSBC Bank USA		(528,374	)
11/29/12	South Korean Won 54,982,008,000	United States Dollar 49,616,034	Standard Chartered Bank		734,088


		42

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Forward Foreign Currency Exchange Contracts (continued)


Purchases
Settlement Date	In Exchange For	Deliver	Counterparty	Net Unrealized Appreciation (Depreciation)


12/3/12	Georgian Lari 1,704,400	United States Dollar 1,000,000	Liberty Bank	$	23,861
12/10/12	South African Rand 43,450,431	United States Dollar 5,079,493	Credit Suisse International		(96,211	)
12/10/12	South African Rand 8,000,000	United States Dollar 930,406	Deutsche Bank		(12,895	)
12/14/12	Hungarian Forint 888,740,995	United States Dollar 3,733,422	Goldman Sachs International		310,746
12/14/12	Hungarian Forint 380,467,510	United States Dollar 1,658,605	Goldman Sachs International		72,691
12/17/12	South Korean Won 43,744,714,000	United States Dollar 39,217,100	Deutsche Bank		806,610
12/17/12	South Korean Won 9,971,177,650	United States Dollar 8,939,153	Goldman Sachs International		183,859
12/17/12	South Korean Won 18,462,042,350	United States Dollar 16,547,497	Standard Chartered Bank		344,131
1/14/13	Indian Rupee 982,902,000	United States Dollar 18,327,466	Deutsche Bank		(291,965	)
1/14/13	Indian Rupee 1,007,965,000	United States Dollar 18,798,303	Goldman Sachs International		(302,915	)
1/29/13	Indian Rupee 927,500,000	United States Dollar 17,033,976	Citibank NA		(53,299	)
1/29/13	Indian Rupee 995,000,000	United States Dollar 18,277,002	Deutsche Bank		(60,535	)
1/30/13	Yuan Renminbi 213,912,413	United States Dollar 33,970,528	BNP Paribas SA		(5,639	)
1/30/13	Yuan Renminbi 179,341,650	United States Dollar 28,485,014	Citibank NA		(9,251	)
1/30/13	Yuan Renminbi 192,889,000	United States Dollar 30,631,888	Standard Chartered Bank		(5,085	)
1/31/13	Norwegian Krone 454,683,037	Euro 60,772,284	Barclays Bank PLC		648,792
1/31/13	Norwegian Krone 454,683,038	Euro 60,785,690	Deutsche Bank		631,401
1/31/13	Peruvian New Sol 131,177,650	United States Dollar 50,230,768	Deutsche Bank		141,966
2/19/13	Indian Rupee 1,209,523,000	United States Dollar 22,519,512	Bank of America		(446,952	)
2/19/13	Indian Rupee 1,683,415,000	United States Dollar 31,348,510	Citibank NA		(627,905	)
2/28/13	Georgian Lari 1,700,900	United States Dollar 1,000,000	Liberty Bank		13,445
5/31/13	Georgian Lari 1,671,400	United States Dollar 1,000,000	Liberty Bank		(10,719	)
9/3/13	Georgian Lari 1,697,200	United States Dollar 1,000,000	Liberty Bank		(1,376	)

				$	9,984,367


		43

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


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

11/12	599 CAC 40 Index	Short	$	(27,270,821	)	$	(26,591,477	)	$	679,344
11/12	1,896 Hang Seng H-Shares	Long		129,884,726			129,747,561			(137,165	)
12/12	741 Dow Jones Euro Stoxx 50 Index	Short		(24,347,323	)		(24,049,585	)		297,738
12/12	2,453 Euro-Bobl	Short		(399,437,334	)		(400,070,757	)		(633,423	)
12/12	17 Euro-Bund	Short		(3,076,417	)		(3,121,854	)		(45,437	)
12/12	169 Euro-Schatz	Short		(24,268,466	)		(24,248,752	)		19,714
12/12	389 Gold	Short		(61,493,120	)		(66,872,990	)		(5,379,870	)
12/12	144 Japan 10-Year Bond	Short		(259,580,568	)		(260,202,932	)		(622,364	)
12/12	2,844 U.S. 5-Year Treasury Note	Short		(353,078,155	)		(353,367,000	)		(288,845	)
12/12	3,511 U.S. 10-Year Treasury Note	Short		(466,469,266	)		(467,072,719	)		(603,453	)
12/12	1,518 U.S. 30-Year Treasury Bond	Short		(227,750,967	)		(226,656,375	)		1,094,592
1/13	1,072 Platinum	Long		89,323,572			84,527,200			(4,796,372	)

									$	(10,415,541	)

CAC 40 Index: Cotation Assistée en Continu Index comprised of the 40 largest companies listed on the Paris Bourse Exchange.

Dow Jones Euro Stoxx 50 Index: Market capitalization-weighted stock index of 50 large, blue-chip European companies operating within eurozone nations.

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

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

Euro-Schatz: Short-term debt securities issued by the Federal Republic of Germany with a term to maturity of 1.75 to 2.25 years.

Hang Seng H-Shares: Hang Seng China Enterprises Index comprised of H-Shares listed on the Hong Kong Stock Exchange.

Japan 10-Year Bond: Japanese Government Bonds (JGB) having a maturity of 7 years or more but less than 11 years.

Interest Rate Swaps

Counterparty

Notional

Amount
(000's omitted)

Portfolio
Pays/Receives
Floating Rate

Floating

Rate Index

Annual
Fixed Rate

Termination
Date

Net Unrealized
Appreciation
(Depreciation)

Bank of America

HUF 589,390

Receives

6-month HUF BUBOR

7.32%

12/16/16

(222,438

)

Bank of America

HUF 1,166,000

Pays

6-month HUF BUBOR

6.99

12/19/16

272,273

Bank of America

HUF 1,166,000

Receives

6-month HUF BUBOR

7.29

12/19/16

(439,115

)

Bank of America

HUF 1,018,000

Pays

6-month HUF BUBOR

6.97

12/20/16

179,013

Bank of America

HUF 1,018,000

Receives

6-month HUF BUBOR

7.34

12/20/16

(393,504

)


		44

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

Interest Rate Swaps (continued)

Counterparty

Notional

Amount
(000's omitted)

Portfolio
Pays/Receives
Floating Rate

Floating

Rate Index

Annual
Fixed Rate

Termination
Date

Net Unrealized
Appreciation
(Depreciation)

Bank of America

HUF 1,345,000

Pays

6-month HUF BUBOR

6.91%

12/21/16

229,425

Bank of America

HUF 1,345,000

Receives

6-month HUF BUBOR

7.37

12/21/16

(528,397

)

Bank of America

HUF 406,800

Receives

6-month HUF BUBOR

7.32

12/22/16

(155,570

)

Bank of America

HUF 867,000

Receives

6-month HUF BUBOR

7.93

1/10/17

(439,208

)

Bank of America

HUF 2,415,000

Pays

6-month HUF BUBOR

6.95

1/17/17

488,548

Bank of America

HUF 2,415,000

Receives

6-month HUF BUBOR

7.91

1/17/17

(1,214,936

)

Bank of America

NZD 27,793

Pays

3-month NZD Bank Bill

3.78

10/30/22

176,081

Bank of America

PLN 31,619

Pays

6-month PLN WIBOR

4.34

7/30/17

35,090

Bank of America

PLN 30,671

Pays

6-month PLN WIBOR

4.31

8/10/17

24,670

Bank of America

PLN 59,500

Pays

6-month PLN WIBOR

4.35

8/23/17

84,896

Bank of America

PLN 23,960

Pays

6-month PLN WIBOR

4.30

9/18/17

25,439

Barclays Bank PLC

PLN 132,540

Pays

6-month PLN WIBOR

4.43

7/27/17

312,826

Barclays Bank PLC

PLN 66,483

Pays

6-month PLN WIBOR

4.32

8/2/17

56,476

Barclays Bank PLC

PLN 28,300

Pays

6-month PLN WIBOR

4.35

8/27/17

40,855

BNP Paribas SA

PLN 69,044

Pays

6-month PLN WIBOR

4.25

8/7/17

(7,672

)

Citibank NA

NZD 32,614

Pays

3-month NZD Bank Bill

3.78

10/30/22

206,621

Citibank NA

PLN 60,754

Pays

6-month PLN WIBOR

4.33

7/30/17

65,304

Citibank NA

PLN 41,457

Pays

6-month PLN WIBOR

4.31

8/2/17

32,317

Citibank NA

PLN 9,684

Pays

6-month PLN WIBOR

4.24

8/7/17

(1,752

)

Citibank NA

PLN 29,987

Pays

6-month PLN WIBOR

4.30

8/10/17

19,916

Citibank NA

PLN 26,940

Pays

6-month PLN WIBOR

4.40

8/20/17

58,315

Citibank NA

PLN 31,670

Pays

6-month PLN WIBOR

4.30

9/18/17

33,624

Credit Suisse International

HUF 1,839,440

Pays

6-month HUF BUBOR

6.93

12/16/16

410,432

Credit Suisse International

HUF 1,839,440

Receives

6-month HUF BUBOR

7.32

12/16/16

(706,873

)

Credit Suisse International

HUF 440,700

Pays

6-month HUF BUBOR

6.98

12/22/16

79,381

Credit Suisse International

HUF 440,700

Receives

6-month HUF BUBOR

7.29

12/22/16

(165,870

)

Credit Suisse International

HUF 326,000

Pays

6-month HUF BUBOR

6.99

12/27/16

60,076

Credit Suisse International

HUF 326,000

Receives

6-month HUF BUBOR

7.38

12/27/16

(128,888

)

Credit Suisse International

HUF 2,500,000

Receives

6-month HUF BUBOR

7.92

1/11/17

(1,261,551

)

Credit Suisse International

HUF 1,437,000

Receives

6-month HUF BUBOR

7.63

1/16/17

(641,948

)

Credit Suisse International

HUF 1,258,000

Pays

6-month HUF BUBOR

7.10

1/17/17

277,386

Credit Suisse International

HUF 1,258,000

Receives

6-month HUF BUBOR

7.83

1/17/17

(612,640

)

Credit Suisse International

HUF 2,183,000

Pays

6-month HUF BUBOR

5.87

1/20/17

(17,073

)

Credit Suisse International

HUF 2,183,000

Receives

6-month HUF BUBOR

7.75

1/20/17

(1,028,111

)

Credit Suisse International

PLN 33,910

Pays

6-month PLN WIBOR

4.40

8/20/17

73,402

Credit Suisse International

USD 28,419

Receives

3-month USD-LIBOR-BBA

1.81

10/23/22

(189,522

)

Deutsche Bank

HUF 2,396,050

Pays

6-month HUF BUBOR

7.01

1/19/17

496,486

Deutsche Bank

HUF 2,396,050

Receives

6-month HUF BUBOR

7.98

1/19/17

(1,238,958

)

Deutsche Bank

NZD 44,566

Pays

3-month NZD Bank Bill

3.79

10/30/22

321,103

Deutsche Bank

PLN 35,927

Pays

6-month PLN WIBOR

4.34

7/30/17

42,389

Deutsche Bank

PLN 102,951

Pays

6-month PLN WIBOR

4.36

8/1/17

146,715

Deutsche Bank

PLN 60,960

Pays

6-month PLN WIBOR

4.28

8/6/17

18,650

Deutsche Bank

PLN 43,382

Pays

6-month PLN WIBOR

4.24

8/7/17

(7,847

)

Deutsche Bank

PLN 34,120

Pays

6-month PLN WIBOR

4.33

8/17/17

35,765


		45

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

Interest Rate Swaps (continued)

Counterparty

Notional

Amount
(000's omitted)

Portfolio
Pays/Receives
Floating Rate

Floating

Rate Index

Annual
Fixed Rate

Termination
Date

Net Unrealized
Appreciation
(Depreciation)

Goldman Sachs International

PLN 20,449

Pays

6-month PLN WIBOR

4.35%

8/1/17

25,703

JPMorgan Chase Bank

HUF 6,015,000

Pays

6-month HUF BUBOR

6.93

12/19/16

1,356,978

JPMorgan Chase Bank

HUF 6,015,000

Receives

6-month HUF BUBOR

7.26

12/19/16

(2,198,544

)

JPMorgan Chase Bank

HUF 2,068,000

Pays

6-month HUF BUBOR

6.94

12/20/16

363,709

JPMorgan Chase Bank

HUF 2,068,000

Receives

6-month HUF BUBOR

7.34

12/20/16

(800,290

)

JPMorgan Chase Bank

HUF 2,409,000

Receives

6-month HUF BUBOR

7.36

12/21/16

(943,044

)

JPMorgan Chase Bank

HUF 2,292,500

Pays

6-month HUF BUBOR

6.99

12/22/16

543,329

JPMorgan Chase Bank

HUF 2,292,500

Receives

6-month HUF BUBOR

7.30

12/22/16

(867,465

)

JPMorgan Chase Bank

HUF 1,956,000

Receives

6-month HUF BUBOR

7.37

12/27/16

(769,386

)

JPMorgan Chase Bank

HUF 2,671,000

Receives

6-month HUF BUBOR

7.75

1/20/17

(1,257,941

)

JPMorgan Chase Bank

PLN 26,580

Pays

6-month PLN WIBOR

4.33

8/17/17

27,862

JPMorgan Chase Bank

PLN 57,360

Pays

6-month PLN WIBOR

4.25

10/8/17

24,226

Morgan Stanley & Co. International PLC

HUF 2,507,000

Pays

6-month HUF BUBOR

6.94

12/19/16

567,959

Morgan Stanley & Co. International PLC

HUF 2,507,000

Receives

6-month HUF BUBOR

7.26

12/19/16

(928,547

)

Morgan Stanley & Co. International PLC

HUF 1,035,000

Pays

6-month HUF BUBOR

7.02

12/20/16

189,016

Morgan Stanley & Co. International PLC

HUF 1,035,000

Receives

6-month HUF BUBOR

7.36

12/20/16

(404,247

)

Nomura International PLC

HUF 1,713,000

Pays

6-month HUF BUBOR

6.99

12/21/16

405,008

Nomura International PLC

HUF 1,713,000

Receives

6-month HUF BUBOR

7.39

12/21/16

(679,878

)

(10,443,951

)


HUF	–	Hungarian Forint
NZD	–	New Zealand Dollar
PLN	–	Polish Zloty
USD	–	United States Dollar


Credit Default Swaps — Sell Protection


Reference Entity	Counterparty	Notional Amount* (000's omitted)		Contract Annual Fixed Rate**			Termination Date		Current Market Annual Fixed Rate***			Market Value			Upfront Payments Received (Paid)			Net Unrealized Appreciation (Depreciation)


Argentina	Bank of America	$	18,980		5.00	%⁽¹⁾		6/20/13		29.91	%	$	(2,572,223	)	$	(79,261	)	$	(2,651,484	)
Argentina	Bank of America		19,081		5.00	⁽¹⁾		6/20/13		29.91			(2,585,829	)		(108,575	)		(2,694,404	)
Argentina	Bank of America		19,202		5.00	⁽¹⁾		6/20/13		29.91			(2,602,322	)		(105,771	)		(2,708,093	)
Argentina	Bank of America		37,961		5.00	⁽¹⁾		6/20/13		29.91			(5,144,460	)		(153,948	)		(5,298,408	)
Argentina	Bank of America		115,016		5.00	⁽¹⁾		6/20/13		29.91			(15,587,045	)		(204,499	)		(15,791,544	)
Argentina	Credit Suisse International		19,169		5.00	⁽¹⁾		6/20/13		29.91			(2,597,795	)		(34,083	)		(2,631,878	)
Argentina	Credit Suisse International		18,925		5.00	⁽¹⁾		6/20/13		29.91			(2,564,729	)		(79,242	)		(2,643,971	)
Argentina	Credit Suisse International		19,049		5.00	⁽¹⁾		6/20/13		29.91			(2,581,533	)		(79,761	)		(2,661,294	)


		46

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


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


Argentina	Credit Suisse International	$	19,361		5.00	%⁽¹⁾		6/20/13		29.91	%	$	(2,623,816	)	$	(57,555	)	$	(2,681,371	)
Argentina	Deutsche Bank		10,128		5.00	⁽¹⁾		6/20/13		29.91			(1,372,608	)		(42,386	)		(1,414,994	)
Argentina	Deutsche Bank		16,380		5.00	⁽¹⁾		6/20/13		29.91			(2,219,829	)		(63,774	)		(2,283,603	)
Argentina	Deutsche Bank		19,049		5.00	⁽¹⁾		6/20/13		29.91			(2,581,533	)		(79,761	)		(2,661,294	)
Argentina	Deutsche Bank		19,081		5.00	⁽¹⁾		6/20/13		29.91			(2,585,816	)		(108,574	)		(2,694,390	)
Poland	Bank of America		32,910		1.00	⁽¹⁾		9/20/17		0.85			268,995			1,464,846			1,733,841
Poland	Bank of America		16,600		1.00	⁽¹⁾		9/20/17		0.85			135,683			496,596			632,279
Poland	Barclays Bank PLC		17,300		1.00	⁽¹⁾		9/20/17		0.85			141,404			860,261			1,001,665
Poland	Barclays Bank PLC		8,610		1.00	⁽¹⁾		9/20/17		0.85			70,375			253,695			324,070
Poland	Citibank NA		92,570		1.00	⁽¹⁾		9/20/17		0.85			756,636			2,352,873			3,109,509
Poland	Credit Suisse International		28,990		1.00	⁽¹⁾		9/20/17		0.85			236,955			1,379,101			1,616,056
Poland	Deutsche Bank		18,400		1.00	⁽¹⁾		9/20/17		0.85			150,395			938,956			1,089,351
Poland	Deutsche Bank		4,750		1.00	⁽¹⁾		9/20/17		0.85			38,825			131,465			170,290
Poland	Deutsche Bank		7,400		1.00	⁽¹⁾		6/20/22		1.38			(235,048	)		1,215,636			980,588
Poland	Goldman Sachs International		13,760		1.00	⁽¹⁾		9/20/17		0.85			112,469			396,503			508,972
Poland	JPMorgan Chase Bank		17,700		1.00	⁽¹⁾		9/20/17		0.85			144,674			496,207			640,881
Poland	JPMorgan Chase Bank		7,900		1.00	⁽¹⁾		9/20/17		0.85			64,572			240,107			304,679
Poland	Morgan Stanley & Co. International PLC		9,180		1.00	⁽¹⁾		9/20/17		0.85			75,035			270,738			345,773
South Africa	Bank of America		5,575		1.00	⁽¹⁾		9/20/15		0.95			14,811			52,554			67,365
South Africa	Bank of America		16,990		1.00	⁽¹⁾		12/20/15		1.00			19,380			85,890			105,270
South Africa	Bank of America		5,160		1.00	⁽¹⁾		12/20/15		1.00			5,886			27,340			33,226
South Africa	Bank of America		19,900		1.00	⁽¹⁾		9/20/17		1.46			(407,698	)		637,448			229,750
South Africa	Bank of America		20,830		1.00	⁽¹⁾		9/20/17		1.46			(426,751	)		347,929			(78,822	)
South Africa	Bank of America		16,100		1.00	⁽¹⁾		9/20/17		1.46			(329,846	)		239,707			(90,139	)
South Africa	Bank of America		29,280		1.00	⁽¹⁾		9/20/17		1.46			(599,869	)		368,224			(231,645	)
South Africa	Barclays Bank PLC		10,000		1.00	⁽¹⁾		6/20/15		0.88			42,006			231,777			273,783
South Africa	Barclays Bank PLC		12,000		1.00	⁽¹⁾		9/20/15		0.95			31,880			256,058			287,938
South Africa	Barclays Bank PLC		12,010		1.00	⁽¹⁾		12/20/15		1.00			13,699			71,256			84,955
South Africa	Barclays Bank PLC		7,340		1.00	⁽¹⁾		12/20/15		1.00			8,372			43,183			51,555
South Africa	Barclays Bank PLC		4,000		1.00	⁽¹⁾		6/20/17		1.40			(66,969	)		125,266			58,297
South Africa	Barclays Bank PLC		11,400		1.00	⁽¹⁾		9/20/17		1.46			(233,567	)		283,255			49,688
South Africa	Barclays Bank PLC		9,080		1.00	⁽¹⁾		9/20/17		1.46			(186,025	)		210,390			24,365
South Africa	BNP Paribas SA		19,000		1.00	⁽¹⁾		9/20/17		1.46			(389,278	)		489,241			99,963
South Africa	BNP Paribas SA		9,200		1.00	⁽¹⁾		9/20/17		1.46			(188,493	)		274,120			85,627
South Africa	BNP Paribas SA		16,830		1.00	⁽¹⁾		9/20/17		1.46			(344,801	)		366,653			21,852
South Africa	Citibank NA		5,000		1.00	⁽¹⁾		6/20/15		0.88			21,004			77,145			98,149
South Africa	Citibank NA		4,600		1.00	⁽¹⁾		6/20/17		1.40			(77,015	)		142,103			65,088


		47

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


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


South Africa	Credit Suisse International	$	10,000		1.00	%⁽¹⁾		6/20/15		0.88	%	$	42,007		$	227,145	$	269,152
South Africa	Credit Suisse International		5,000		1.00	⁽¹⁾		6/20/15		0.88			21,003			78,325		99,328
South Africa	Credit Suisse International		10,450		1.00	⁽¹⁾		12/20/15		1.00			11,920			138,003		149,923
South Africa	Credit Suisse International		16,990		1.00	⁽¹⁾		12/20/15		1.00			19,379			100,945		120,324
South Africa	Credit Suisse International		7,740		1.00	⁽¹⁾		12/20/15		1.00			8,829			50,057		58,886
South Africa	Credit Suisse International		10,000		1.00	⁽¹⁾		9/20/17		1.46			(204,874	)		347,068		142,194
South Africa	Deutsche Bank		12,500		1.00	⁽¹⁾		9/20/15		0.95			33,208			172,024		205,232
South Africa	Deutsche Bank		5,500		1.00	⁽¹⁾		9/20/15		0.95			14,612			77,885		92,497
South Africa	Deutsche Bank		5,575		1.00	⁽¹⁾		9/20/15		0.95			14,811			55,519		70,330
South Africa	Deutsche Bank		1,450		1.00	⁽¹⁾		9/20/15		0.95			3,853			18,387		22,240
South Africa	Deutsche Bank		13,005		1.00	⁽¹⁾		12/20/15		1.00			14,834			77,160		91,994
South Africa	Deutsche Bank		16,940		1.00	⁽¹⁾		9/20/17		1.46			(347,056	)		602,722		255,666
South Africa	Deutsche Bank		15,200		1.00	⁽¹⁾		9/20/17		1.46			(311,408	)		486,895		175,487
South Africa	Deutsche Bank		9,200		1.00	⁽¹⁾		9/20/17		1.46			(188,493	)		228,592		40,099
South Africa	Goldman Sachs International		17,335		1.00	⁽¹⁾		12/20/15		1.00			19,774			107,955		127,729
South Africa	Goldman Sachs International		8,020		1.00	⁽¹⁾		12/20/15		1.00			9,148			51,868		61,016
South Africa	Goldman Sachs International		10,690		1.00	⁽¹⁾		9/20/17		1.46			(219,009	)		361,338		142,329
South Africa	Goldman Sachs International		8,022		1.00	⁽¹⁾		12/20/17		1.51			(193,662	)		195,329		1,667
South Africa	HSBC Bank USA		9,200		1.00	⁽¹⁾		9/20/17		1.46			(188,483	)		315,116		126,633
South Africa	HSBC Bank USA		9,146		1.00	⁽¹⁾		9/20/17		1.46			(187,386	)		227,250		39,864
South Africa	HSBC Bank USA		7,300		1.00	⁽¹⁾		12/20/17		1.51			(176,231	)		184,732		8,501
South Africa	JPMorgan Chase Bank		5,000		1.00	⁽¹⁾		6/20/15		0.88			21,004			117,045		138,049
South Africa	JPMorgan Chase Bank		5,000		1.00	⁽¹⁾		6/20/15		0.88			21,003			75,965		96,968
South Africa	JPMorgan Chase Bank		9,200		1.00	⁽¹⁾		9/20/17		1.46			(188,484	)		265,868		77,384
South Africa	Morgan Stanley & Co. International PLC		4,400		1.00	⁽¹⁾		6/20/17		1.40			(73,666	)		134,054		60,388
South Africa	Morgan Stanley & Co. International PLC		9,200		1.00	⁽¹⁾		9/20/17		1.46			(188,484	)		261,738		73,254
South Africa	Nomura International PLC		8,900		1.00	⁽¹⁾		9/20/17		1.46			(182,337	)		169,828		(12,509	)


		48

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


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


South Africa	Nomura International PLC	$	4,000		1.00	%⁽¹⁾		9/20/17		1.46	%	$	(81,949	)	$	59,692	$	(22,257	)
South Africa	Nomura International PLC		7,068		1.00	⁽¹⁾		12/20/17		1.51			(170,631	)		175,482		4,851
Spain	Deutsche Bank		3,600		1.00	⁽¹⁾		3/20/13		1.07			3,243			40,832		44,075
Markit CDX North America High Yield Index	Citibank NA		36,410		5.00	⁽¹⁾		12/20/17		5.19			(75,975	)		22,351		(53,624	)
Markit CDX North America High Yield Index	Deutsche Bank		45,020		5.00	⁽¹⁾		12/20/17		5.19			(93,942	)		55,273		(38,669	)
Markit CDX North America High Yield Index	JPMorgan Chase Bank		33,020		5.00	⁽¹⁾		12/20/17		5.19			(68,902	)		81,080		12,178

Total		$	1,241,828									$	(51,634,186	)	$	19,192,856	$	(32,441,330	)


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


Austria	Barclays Bank PLC	$	8,800		0.44	%		12/20/13	$	(44,909	)	$	—		$	(44,909	)
Austria	Barclays Bank PLC		3,700		1.42			3/20/14		(76,792	)		—			(76,792	)
Brazil	Bank of America		18,450		1.00	⁽¹⁾		6/20/20		499,558			(516,488	)		(16,930	)
Brazil	Bank of America		11,450		1.00	⁽¹⁾		6/20/20		310,024			(404,441	)		(94,417	)
Brazil	Bank of America		51,475		1.00	⁽¹⁾		12/20/20		1,601,919			(1,560,616	)		41,303
Brazil	Bank of America		22,575		1.00	⁽¹⁾		12/20/20		702,473			(669,471	)		33,002
Brazil	Bank of America		7,450		1.00	⁽¹⁾		12/20/20		231,831			(211,354	)		20,477
Brazil	Bank of America		3,600		1.00	⁽¹⁾		12/20/20		112,033			(93,354	)		18,679
Brazil	Barclays Bank PLC		9,000		1.65			9/20/19		(197,667	)		—			(197,667	)
Brazil	Barclays Bank PLC		47,170		1.00	⁽¹⁾		12/20/20		1,467,852			(1,463,459	)		4,393
Brazil	Citibank NA		9,440		1.00	⁽¹⁾		12/20/20		293,757			(270,950	)		22,807


		49

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


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


Brazil	Credit Suisse International	$	20,000		1.00	%⁽¹⁾		6/20/20	$	541,526		$	(600,685	)	$	(59,159	)
Brazil	Credit Suisse International		14,225		1.00	⁽¹⁾		6/20/20		385,161			(593,746	)		(208,585	)
Brazil	Deutsche Bank		10,600		1.00	⁽¹⁾		12/20/20		329,876			(205,120	)		124,756
Brazil	Deutsche Bank		11,580		1.00	⁽¹⁾		12/20/20		360,339			(370,763	)		(10,424	)
Brazil	HSBC Bank USA		14,225		1.00	⁽¹⁾		6/20/20		385,161			(568,974	)		(183,813	)
Brazil	HSBC Bank USA		9,710		1.00	⁽¹⁾		12/20/20		302,149			(278,700	)		23,449
Brazil	Standard Chartered Bank		9,440		1.00	⁽¹⁾		12/20/20		293,747			(270,950	)		22,797
Brazil	Standard Chartered Bank		2,700		1.00	⁽¹⁾		12/20/20		84,025			(65,257	)		18,768
China	Bank of America		22,200		1.00	⁽¹⁾		3/20/17		(455,692	)		(581,089	)		(1,036,781	)
China	Barclays Bank PLC		37,413		1.00	⁽¹⁾		3/20/17		(768,001	)		(891,179	)		(1,659,180	)
China	Deutsche Bank		13,655		1.00	⁽¹⁾		3/20/17		(280,292	)		(309,120	)		(589,412	)
China	Deutsche Bank		15,969		1.00	⁽¹⁾		3/20/17		(327,806	)		(361,504	)		(689,310	)
Colombia	Bank of America		17,400		1.00	⁽¹⁾		9/20/21		464,238			(694,296	)		(230,058	)
Colombia	Barclays Bank PLC		20,000		1.00	⁽¹⁾		6/20/17		(95,533	)		(608,612	)		(704,145	)
Colombia	Barclays Bank PLC		7,300		1.00	⁽¹⁾		6/20/22		230,025			(410,099	)		(180,074	)
Colombia	Citibank NA		7,100		1.00	⁽¹⁾		6/20/22		223,717			(541,225	)		(317,508	)
Colombia	Deutsche Bank		6,250		1.00	⁽¹⁾		6/20/22		196,939			(419,095	)		(222,156	)
Colombia	Deutsche Bank		7,920		1.00	⁽¹⁾		6/20/22		249,562			(609,103	)		(359,541	)
Colombia	Deutsche Bank		14,900		1.00	⁽¹⁾		6/20/22		469,504			(954,734	)		(485,230	)
Colombia	Goldman Sachs International		7,090		1.00	⁽¹⁾		6/20/17		(33,866	)		(215,753	)		(249,619	)
Colombia	Goldman Sachs International		13,390		1.00	⁽¹⁾		9/20/21		357,250			(524,902	)		(167,652	)
Colombia	Goldman Sachs International		6,900		1.00	⁽¹⁾		6/20/22		217,415			(525,979	)		(308,564	)


		50

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


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


Colombia	Goldman Sachs International	$	7,700		1.00	%⁽¹⁾		6/20/22	$	242,622		$	(647,252	)	$	(404,630	)
Colombia	HSBC Bank USA		14,730		1.00	⁽¹⁾		6/20/17		(70,360	)		(454,496	)		(524,856	)
Colombia	HSBC Bank USA		38,410		1.00	⁽¹⁾		9/20/21		1,024,792			(1,472,003	)		(447,211	)
Colombia	Morgan Stanley & Co. International PLC		19,970		1.00	⁽¹⁾		9/20/21		532,807			(796,845	)		(264,038	)
Croatia	BNP Paribas SA		2,000		1.00	⁽¹⁾		12/20/17		138,243			(138,342	)		(99	)
Croatia	Citibank NA		1,500		1.00	⁽¹⁾		12/20/17		101,987			(102,516	)		(529	)
Egypt	Bank of America		7,050		1.00	⁽¹⁾		9/20/15		461,086			(194,740	)		266,346
Egypt	Barclays Bank PLC		9,000		1.00	⁽¹⁾		9/20/15		588,621			(248,605	)		340,016
Egypt	Citibank NA		3,050		1.00	⁽¹⁾		12/20/15		224,032			(128,639	)		95,393
Egypt	Citibank NA		4,550		1.00	⁽¹⁾		6/20/20		904,577			(385,122	)		519,455
Egypt	Citibank NA		50		1.00	⁽¹⁾		6/20/20		9,941			(4,446	)		5,495
Egypt	Credit Suisse International		11,000		1.00	⁽¹⁾		12/20/15		807,986			(434,642	)		373,344
Egypt	Deutsche Bank		9,540		1.00	⁽¹⁾		6/20/15		544,870			(202,500	)		342,370
Egypt	Deutsche Bank		710		1.00	⁽¹⁾		6/20/15		40,551			(23,620	)		16,931
Egypt	Deutsche Bank		8,200		1.00	⁽¹⁾		9/20/15		536,299			(231,268	)		305,031
Egypt	Deutsche Bank		4,175		1.00	⁽¹⁾		9/20/15		273,054			(147,966	)		125,088
Egypt	Deutsche Bank		2,855		1.00	⁽¹⁾		12/20/15		209,709			(109,539	)		100,170
Egypt	Deutsche Bank		5,100		1.00	⁽¹⁾		6/20/20		1,013,923			(383,832	)		630,091
Egypt	Deutsche Bank		4,600		1.00	⁽¹⁾		6/20/20		914,519			(391,207	)		523,312
Egypt	Deutsche Bank		4,550		1.00	⁽¹⁾		6/20/20		904,578			(387,475	)		517,103
Egypt	Goldman Sachs International		9,700		1.00	⁽¹⁾		9/20/15		634,403			(281,914	)		352,489
Guatemala	Citibank NA		18,256		1.00	⁽¹⁾		9/20/20		1,698,563			(1,105,536	)		593,027
Hungary	Bank of America		7,800		1.00	⁽¹⁾		3/20/17		526,932			(1,226,941	)		(700,009	)
Hungary	Barclays Bank PLC		3,700		1.00	⁽¹⁾		3/20/17		249,954			(581,961	)		(332,007	)


		51

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


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


Hungary	Barclays Bank PLC	$	10,900		1.00	%⁽¹⁾		3/20/17	$	736,353		$	(1,720,664	)	$	(984,311	)
Hungary	Deutsche Bank		7,600		1.00	⁽¹⁾		3/20/17		513,421			(1,190,125	)		(676,704	)
Hungary	Goldman Sachs International		14,600		1.00	⁽¹⁾		3/20/17		986,308			(2,277,910	)		(1,291,602	)
Hungary	HSBC Bank USA		4,100		1.00	⁽¹⁾		3/20/17		276,977			(644,876	)		(367,899	)
Lebanon	Barclays Bank PLC		4,200		1.00	⁽¹⁾		12/20/14		153,932			(138,008	)		15,924
Lebanon	Barclays Bank PLC		6,700		1.00	⁽¹⁾		3/20/15		301,516			(225,321	)		76,195
Lebanon	Barclays Bank PLC		4,900		1.00	⁽¹⁾		3/20/15		220,512			(167,736	)		52,776
Lebanon	Barclays Bank PLC		4,900		1.00	⁽¹⁾		3/20/15		220,512			(191,846	)		28,666
Lebanon	Barclays Bank PLC		5,000		1.00	⁽¹⁾		12/20/15		348,216			(276,663	)		71,553
Lebanon	Citibank NA		4,600		3.30			9/20/14		(70,716	)		—			(70,716	)
Lebanon	Citibank NA		4,500		1.00	⁽¹⁾		12/20/14		164,926			(144,895	)		20,031
Lebanon	Citibank NA		5,500		1.00	⁽¹⁾		12/20/14		201,577			(183,451	)		18,126
Lebanon	Citibank NA		4,300		1.00	⁽¹⁾		12/20/14		157,597			(141,294	)		16,303
Lebanon	Citibank NA		2,800		1.00	⁽¹⁾		3/20/15		126,007			(83,883	)		42,124
Lebanon	Citibank NA		15,000		1.00	⁽¹⁾		9/20/15		924,545			(801,094	)		123,451
Lebanon	Citibank NA		6,000		1.00	⁽¹⁾		9/20/15		369,818			(345,022	)		24,796
Lebanon	Credit Suisse International		8,800		1.00	⁽¹⁾		3/20/15		396,021			(295,776	)		100,245
Lebanon	Credit Suisse International		4,600		1.00	⁽¹⁾		3/20/15		207,011			(155,510	)		51,501
Lebanon	Credit Suisse International		9,900		1.00	⁽¹⁾		6/20/15		528,594			(344,489	)		184,105
Lebanon	Credit Suisse International		5,000		1.00	⁽¹⁾		9/20/15		308,182			(267,512	)		40,670
Lebanon	Credit Suisse International		22,710		1.00	⁽¹⁾		12/20/15		1,581,600			(1,271,461	)		310,139
Lebanon	Credit Suisse International		8,300		1.00	⁽¹⁾		12/20/15		578,040			(443,322	)		134,718
Lebanon	Credit Suisse International		5,000		1.00	⁽¹⁾		12/20/15		348,217			(273,387	)		74,830
Lebanon	Credit Suisse International		4,450		1.00	⁽¹⁾		12/20/15		309,913			(237,157	)		72,756
Lebanon	Deutsche Bank		6,100		1.00	⁽¹⁾		3/20/15		274,514			(190,368	)		84,146
Lebanon	Deutsche Bank		4,900		1.00	⁽¹⁾		6/20/15		261,627			(170,503	)		91,124
Lebanon	Deutsche Bank		5,000		1.00	⁽¹⁾		6/20/15		266,966			(176,267	)		90,699


		52

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


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


Lebanon	Deutsche Bank	$	6,700		1.00	%⁽¹⁾		9/20/15	$	412,957		$	(319,116	)	$	93,841
Lebanon	Deutsche Bank		6,890		1.00	⁽¹⁾		12/20/15		479,842			(382,144	)		97,698
Lebanon	Deutsche Bank		5,000		1.00	⁽¹⁾		12/20/15		348,217			(279,934	)		68,283
Lebanon	Deutsche Bank		3,085		1.00	⁽¹⁾		12/20/15		214,850			(171,810	)		43,040
Lebanon	Goldman Sachs International		3,600		1.00	⁽¹⁾		9/20/15		221,891			(192,609	)		29,282
Lebanon	HSBC Bank USA		1,250		1.00	⁽¹⁾		12/20/17		180,333			(182,876	)		(2,543	)
Lebanon	JPMorgan Chase Bank		10,000		5.00	⁽¹⁾		12/20/17		(454,674	)		219,984			(234,690	)
Mexico	Bank of America		7,100		1.00	⁽¹⁾		6/20/22		224,597			(442,865	)		(218,268	)
Mexico	Bank of America		14,100		1.00	⁽¹⁾		6/20/22		446,030			(999,283	)		(553,253	)
Mexico	Barclays Bank PLC		3,900		1.00	⁽¹⁾		6/20/22		123,366			(289,923	)		(166,557	)
Mexico	Citibank NA		4,150		1.00	⁽¹⁾		6/20/22		131,279			(265,807	)		(134,528	)
Mexico	Deutsche Bank		6,900		1.00	⁽¹⁾		6/20/22		218,270			(435,666	)		(217,396	)
Mexico	Deutsche Bank		7,300		1.00	⁽¹⁾		6/20/22		230,923			(511,802	)		(280,879	)
Mexico	Deutsche Bank		6,680		1.00	⁽¹⁾		6/20/22		211,310			(506,186	)		(294,876	)
Mexico	Deutsche Bank		14,300		1.00	⁽¹⁾		6/20/22		452,357			(938,301	)		(485,944	)
Mexico	Goldman Sachs International		6,500		1.00	⁽¹⁾		6/20/22		205,616			(410,446	)		(204,830	)
Mexico	Goldman Sachs International		7,060		1.00	⁽¹⁾		6/20/22		223,331			(537,643	)		(314,312	)
Philippines	Bank of America		9,300		1.00	⁽¹⁾		9/20/15		(152,702	)		(118,528	)		(271,230	)
Philippines	Barclays Bank PLC		9,131		1.00	⁽¹⁾		3/20/15		(145,445	)		(126,375	)		(271,820	)
Philippines	Barclays Bank PLC		10,000		1.00	⁽¹⁾		6/20/15		(161,747	)		(152,944	)		(314,691	)
Philippines	Citibank NA		10,000		1.00	⁽¹⁾		6/20/15		(161,747	)		(165,966	)		(327,713	)
Philippines	Deutsche Bank		9,750		1.00	⁽¹⁾		3/20/15		(155,304	)		(146,589	)		(301,893	)
Philippines	Deutsche Bank		10,000		1.00	⁽¹⁾		6/20/15		(161,746	)		(148,454	)		(310,200	)


		53

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


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


Philippines	Deutsche Bank	$	9,500		1.00	%⁽¹⁾		9/20/15	$	(155,987	)	$	(151,683	)	$	(307,670	)
Philippines	Deutsche Bank		10,000		1.00	⁽¹⁾		9/20/15		(164,196	)		(156,426	)		(320,622	)
Philippines	Goldman Sachs International		10,000		1.00	⁽¹⁾		3/20/15		(159,286	)		(160,641	)		(319,927	)
Philippines	Goldman Sachs International		10,000		1.00	⁽¹⁾		6/20/15		(161,747	)		(150,281	)		(312,028	)
Philippines	Goldman Sachs International		7,200		1.00	⁽¹⁾		9/20/15		(118,222	)		(88,099	)		(206,321	)
Philippines	HSBC Bank USA		10,000		1.00	⁽¹⁾		6/20/15		(161,746	)		(148,454	)		(310,200	)
Philippines	HSBC Bank USA		4,400		1.00	⁽¹⁾		9/20/15		(72,247	)		(65,737	)		(137,984	)
Philippines	HSBC Bank USA		10,000		1.00	⁽¹⁾		9/20/15		(164,196	)		(172,522	)		(336,718	)
Philippines	HSBC Bank USA		10,000		1.00	⁽¹⁾		9/20/15		(164,196	)		(182,671	)		(346,867	)
Philippines	JPMorgan Chase Bank		10,000		1.00	⁽¹⁾		6/20/15		(161,747	)		(161,355	)		(323,102	)
Philippines	Standard Chartered Bank		10,000		1.00	⁽¹⁾		9/20/15		(164,196	)		(169,852	)		(334,048	)
Russia	Bank of America		16,600		1.00	⁽¹⁾		9/20/17		367,712			(608,104	)		(240,392	)
Russia	Bank of America		32,210		1.00	⁽¹⁾		9/20/17		713,495			(1,672,700	)		(959,205	)
Russia	Barclays Bank PLC		8,610		1.00	⁽¹⁾		9/20/17		190,723			(307,731	)		(117,008	)
Russia	Barclays Bank PLC		17,300		1.00	⁽¹⁾		9/20/17		383,218			(957,691	)		(574,473	)
Russia	Citibank NA		13,760		1.00	⁽¹⁾		9/20/17		304,802			(467,636	)		(162,834	)
Russia	Citibank NA		92,570		1.00	⁽¹⁾		9/20/17		2,050,456			(2,813,093	)		(762,637	)
Russia	Credit Suisse International		28,990		1.00	⁽¹⁾		9/20/17		642,167			(1,517,895	)		(875,728	)
Russia	Deutsche Bank		4,750		1.00	⁽¹⁾		9/20/17		105,219			(154,990	)		(49,771	)
Russia	Deutsche Bank		19,100		1.00	⁽¹⁾		9/20/17		423,090			(1,057,335	)		(634,245	)
Russia	Deutsche Bank		7,400		1.00	⁽¹⁾		6/20/22		655,020			(1,267,898	)		(612,878	)
Russia	JPMorgan Chase Bank		7,900		1.00	⁽¹⁾		9/20/17		174,996			(272,020	)		(97,024	)
Russia	JPMorgan Chase Bank		17,700		1.00	⁽¹⁾		9/20/17		392,079			(601,733	)		(209,654	)


		54

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


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


Russia	Morgan Stanley & Co. International PLC	$	9,180		1.00	%⁽¹⁾		9/20/17	$	203,350	$	(320,201	)	$	(116,851	)
South Africa	Bank of America		6,300		1.00	⁽¹⁾		12/20/19		340,385		(208,497	)		131,888
South Africa	Bank of America		5,575		1.00	⁽¹⁾		9/20/20		362,371		(192,462	)		169,909
South Africa	Bank of America		16,990		1.00	⁽¹⁾		12/20/20		1,163,991		(532,452	)		631,539
South Africa	Bank of America		5,160		1.00	⁽¹⁾		12/20/20		353,513		(177,376	)		176,137
South Africa	Bank of America		29,280		1.00	⁽¹⁾		9/20/22		2,678,134		(2,050,665	)		627,469
South Africa	Bank of America		20,830		1.00	⁽¹⁾		9/20/22		1,905,244		(1,615,658	)		289,586
South Africa	Bank of America		16,100		1.00	⁽¹⁾		9/20/22		1,472,608		(1,192,313	)		280,295
South Africa	Bank of America		19,900		1.00	⁽¹⁾		9/20/22		1,820,240		(1,942,041	)		(121,801	)
South Africa	Barclays Bank PLC		6,300		1.00	⁽¹⁾		12/20/19		340,416		(241,014	)		99,402
South Africa	Barclays Bank PLC		5,000		1.00	⁽¹⁾		3/20/20		288,637		(147,506	)		141,131
South Africa	Barclays Bank PLC		5,000		1.00	⁽¹⁾		3/20/20		288,637		(167,998	)		120,639
South Africa	Barclays Bank PLC		5,000		1.00	⁽¹⁾		3/20/20		288,636		(240,325	)		48,311
South Africa	Barclays Bank PLC		10,000		1.00	⁽¹⁾		6/20/20		613,974		(693,552	)		(79,578	)
South Africa	Barclays Bank PLC		12,000		1.00	⁽¹⁾		9/20/20		779,992		(739,792	)		40,200
South Africa	Barclays Bank PLC		12,010		1.00	⁽¹⁾		12/20/20		822,809		(374,987	)		447,822
South Africa	Barclays Bank PLC		7,340		1.00	⁽¹⁾		12/20/20		502,866		(242,907	)		259,959
South Africa	Barclays Bank PLC		10,850		1.00	⁽¹⁾		9/20/22		992,442		(909,138	)		83,304
South Africa	Barclays Bank PLC		9,080		1.00	⁽¹⁾		9/20/22		830,515		(816,030	)		14,485
South Africa	BNP Paribas SA		16,830		1.00	⁽¹⁾		9/20/22		1,539,378		(1,426,209	)		113,169
South Africa	BNP Paribas SA		10,850		1.00	⁽¹⁾		9/20/22		992,442		(934,094	)		58,348
South Africa	Citibank NA		3,910		1.00	⁽¹⁾		12/20/19		211,274		(170,065	)		41,209
South Africa	Citibank NA		5,300		1.00	⁽¹⁾		3/20/20		305,955		(244,026	)		61,929
South Africa	Citibank NA		4,600		1.00	⁽¹⁾		3/20/20		265,546		(218,599	)		46,947


		55

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


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


South Africa	Citibank NA	$	5,000		1.00	%⁽¹⁾		6/20/20	$	306,987	$	(252,241	)	$	54,746
South Africa	Credit Suisse International		5,100		1.00	⁽¹⁾		3/20/20		294,410		(164,999	)		129,411
South Africa	Credit Suisse International		4,600		1.00	⁽¹⁾		3/20/20		265,546		(181,053	)		84,493
South Africa	Credit Suisse International		5,000		1.00	⁽¹⁾		6/20/20		306,987		(255,088	)��		51,899
South Africa	Credit Suisse International		10,000		1.00	⁽¹⁾		6/20/20		613,973		(676,994	)		(63,021	)
South Africa	Credit Suisse International		16,990		1.00	⁽¹⁾		12/20/20		1,163,991		(566,109	)		597,882
South Africa	Credit Suisse International		10,450		1.00	⁽¹⁾		12/20/20		715,881		(449,718	)		266,163
South Africa	Credit Suisse International		7,740		1.00	⁽¹⁾		12/20/20		530,270		(271,015	)		259,255
South Africa	Credit Suisse International		10,000		1.00	⁽¹⁾		9/20/22		914,674		(1,013,345	)		(98,671	)
South Africa	Deutsche Bank		12,500		1.00	⁽¹⁾		9/20/20		812,492		(560,516	)		251,976
South Africa	Deutsche Bank		5,575		1.00	⁽¹⁾		9/20/20		362,372		(190,723	)		171,649
South Africa	Deutsche Bank		5,500		1.00	⁽¹⁾		9/20/20		357,496		(228,524	)		128,972
South Africa	Deutsche Bank		1,450		1.00	⁽¹⁾		9/20/20		94,257		(60,305	)		33,952
South Africa	Deutsche Bank		13,005		1.00	⁽¹⁾		12/20/20		890,977		(423,177	)		467,800
South Africa	Deutsche Bank		15,200		1.00	⁽¹⁾		9/20/22		1,390,289		(1,474,228	)		(83,939	)
South Africa	Deutsche Bank		16,940		1.00	⁽¹⁾		9/20/22		1,549,440		(1,650,060	)		(100,620	)
South Africa	Goldman Sachs International		17,335		1.00	⁽¹⁾		12/20/20		1,187,626		(575,464	)		612,162
South Africa	Goldman Sachs International		8,020		1.00	⁽¹⁾		12/20/20		549,453		(270,553	)		278,900
South Africa	Goldman Sachs International		10,690		1.00	⁽¹⁾		9/20/22		977,786		(1,009,119	)		(31,333	)
South Africa	Goldman Sachs International		8,022		1.00	⁽¹⁾		12/20/22		758,162		(789,611	)		(31,449	)
South Africa	HSBC Bank USA		7,300		1.00	⁽¹⁾		12/20/22		689,925		(690,026	)		(101	)
South Africa	JPMorgan Chase Bank		5,200		1.00	⁽¹⁾		12/20/19		280,978		(235,846	)		45,132
South Africa	JPMorgan Chase Bank		4,590		1.00	⁽¹⁾		12/20/19		248,018		(249,844	)		(1,826	)


		56

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


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


South Africa	JPMorgan Chase Bank	$	5,100		1.00	%⁽¹⁾		3/20/20	$	294,409	$	(162,097	)	$	132,312
South Africa	JPMorgan Chase Bank		5,000		1.00	⁽¹⁾		3/20/20		288,637		(164,605	)		124,032
South Africa	JPMorgan Chase Bank		5,200		1.00	⁽¹⁾		3/20/20		300,183		(236,572	)		63,611
South Africa	JPMorgan Chase Bank		5,000		1.00	⁽¹⁾		6/20/20		306,986		(246,534	)		60,452
South Africa	JPMorgan Chase Bank		5,000		1.00	⁽¹⁾		6/20/20		306,987		(349,529	)		(42,542	)
South Africa	Nomura International PLC		8,900		1.00	⁽¹⁾		9/20/22		814,050		(739,884	)		74,166
South Africa	Nomura International PLC		4,000		1.00	⁽¹⁾		9/20/22		365,866		(306,494	)		59,372
South Africa	Nomura International PLC		7,068		1.00	⁽¹⁾		12/20/22		667,999		(684,685	)		(16,686	)
Spain	Bank of America		15,000		1.00	⁽¹⁾		6/20/20		1,992,005		(274,946	)		1,717,059
Spain	Bank of America		7,500		1.00	⁽¹⁾		9/20/20		1,025,065		(455,441	)		569,624
Spain	Barclays Bank PLC		11,400		1.00	⁽¹⁾		3/20/20		1,468,655		(101,048	)		1,367,607
Spain	Barclays Bank PLC		10,000		1.00	⁽¹⁾		6/20/20		1,328,004		(649,646	)		678,358
Spain	Barclays Bank PLC		7,412		1.00	⁽¹⁾		9/20/20		1,013,037		(570,356	)		442,681
Spain	Barclays Bank PLC		44,330		1.00	⁽¹⁾		12/20/20		6,225,543		(3,740,027	)		2,485,516
Spain	Barclays Bank PLC		4,700		1.00	⁽¹⁾		12/20/20		660,018		(390,625	)		269,393
Spain	Citibank NA		11,400		1.00	⁽¹⁾		3/20/20		1,468,654		(230,733	)		1,237,921
Spain	Citibank NA		2,500		1.00	⁽¹⁾		3/20/20		322,073		(104,201	)		217,872
Spain	Citibank NA		5,000		1.00	⁽¹⁾		9/20/20		683,377		(223,111	)		460,266
Spain	Deutsche Bank		9,200		1.00	⁽¹⁾		3/20/20		1,185,230		(175,833	)		1,009,397
Spain	Deutsche Bank		13,950		1.00	⁽¹⁾		6/20/20		1,852,565		(754,404	)		1,098,161
Spain	Deutsche Bank		10,000		1.00	⁽¹⁾		6/20/20		1,328,003		(407,598	)		920,405
Spain	Deutsche Bank		23,922		1.00	⁽¹⁾		12/20/20		3,359,518		(2,018,248	)		1,341,270
Spain	Deutsche Bank		12,825		1.00	⁽¹⁾		12/20/20		1,801,096		(927,939	)		873,157


		57

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


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


Spain	Goldman Sachs International	$	5,000		1.00	%⁽¹⁾		6/20/20	$	664,001		$	(327,454	)	$	336,547
Spain	Goldman Sachs International		8,543		1.00	⁽¹⁾		9/20/20		1,167,617			(671,399	)		496,218
Spain	JPMorgan Chase Bank		15,000		1.00	⁽¹⁾		9/20/20		2,050,130			(1,291,150	)		758,980
Spain	JPMorgan Chase Bank		5,000		1.00	⁽¹⁾		9/20/20		683,377			(217,246	)		466,131
Thailand	Bank of America		4,000		1.00	⁽¹⁾		9/20/15		(66,158	)		(16,186	)		(82,344	)
Thailand	Barclays Bank PLC		7,500		0.97			9/20/19		70,083			—			70,083
Thailand	Citibank NA		7,700		0.86			12/20/14		(97,192	)		—			(97,192	)
Thailand	Citibank NA		3,700		0.95			9/20/19		39,459			—			39,459
Thailand	Credit Suisse International		5,000		1.00	⁽¹⁾		9/20/15		(82,699	)		(28,289	)		(110,988	)
Thailand	Deutsche Bank		10,000		1.00	⁽¹⁾		3/20/15		(160,377	)		(39,457	)		(199,834	)
Thailand	Goldman Sachs International		4,700		1.00	⁽¹⁾		9/20/15		(77,736	)		(17,721	)		(95,457	)
Thailand	Goldman Sachs International		9,000		1.00	⁽¹⁾		9/20/15		(148,857	)		(33,966	)		(182,823	)
Thailand	HSBC Bank USA		10,000		1.00	⁽¹⁾		9/20/15		(165,397	)		(37,740	)		(203,137	)
Thailand	JPMorgan Chase Bank		3,900		0.87			12/20/14		(50,111	)		—			(50,111	)
Thailand	Standard Chartered Bank		5,000		1.00	⁽¹⁾		9/20/15		(82,698	)		(18,852	)		(101,550	)
Thailand	Standard Chartered Bank		5,000		1.00	⁽¹⁾		9/20/15		(82,698	)		(26,954	)		(109,652	)
Tunisia	Barclays Bank PLC		3,700		1.00	⁽¹⁾		9/20/17		403,308			(316,432	)		86,876
Tunisia	Barclays Bank PLC		3,330		1.00	⁽¹⁾		9/20/17		362,978			(299,005	)		63,973
Tunisia	Citibank NA		3,990		1.00	⁽¹⁾		9/20/17		434,919			(375,448	)		59,471
Tunisia	Deutsche Bank		13,700		1.00	⁽¹⁾		6/20/17		1,412,105			(1,005,284	)		406,821
Tunisia	Deutsche Bank		7,390		1.00	⁽¹⁾		6/20/17		761,734			(572,386	)		189,348
Tunisia	Goldman Sachs International		6,700		1.00	⁽¹⁾		9/20/17		730,282			(531,039	)		199,243


		58

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


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


Tunisia	Goldman Sachs International	$	7,430		1.00	%⁽¹⁾		9/20/17	$	809,850		$	(619,843	)	$	190,007
Tunisia	Goldman Sachs International		6,700		1.00	⁽¹⁾		9/20/17		730,316			(587,986	)		142,330
Tunisia	JPMorgan Chase Bank		8,770		1.00	⁽¹⁾		9/20/17		955,933			(807,416	)		148,517
Tunisia	Morgan Stanley & Co. International PLC		2,000		1.00	⁽¹⁾		6/20/17		206,146			(154,799	)		51,347
Tunisia	Nomura International PLC		5,700		1.00	⁽¹⁾		12/20/17		654,077			(599,048	)		55,029
Uruguay	Citibank NA		4,600		1.00	⁽¹⁾		6/20/20		170,790			(268,017	)		(97,227	)
Uruguay	Deutsche Bank		9,200		1.00	⁽¹⁾		6/20/20		341,580			(523,474	)		(181,894	)
iTraxx Europe Senior Financials 5-Year Index	Barclays Bank PLC		EUR 42,420		1.00	⁽¹⁾		12/20/17		1,894,982			(2,290,268	)		(395,286	)
iTraxx Europe Subordinated Financials 5-Year Index	Barclays Bank PLC		EUR 30,816		5.00	⁽¹⁾		12/20/17		(3,804,309	)		3,232,966			(571,343	)

									$	112,331,153		$	(109,437,709	)	$	2,893,444

If the Portfolio is the seller of credit protection, the notional amount is the maximum potential amount of future payments the Portfolio could be required to make if a credit event, as defined in the credit default swap agreement, were to occur. At October 31, 2012, such maximum potential amount for all open credit default swaps in which the Portfolio is the seller was $1,241,828,000.

**	The contract annual fixed rate represents the fixed rate of interest received by the Portfolio (as a seller of protection) or paid by the Portfolio (as a buyer of protection) annually on the notional amount of the credit default swap contract.

***

Current market annual fixed rates, utilized in determining the net unrealized appreciation or depreciation as of year end, serve as an indicator of the market's perception of the current status of the payment/performance risk associated with the credit derivative. The current market annual fixed rate of a particular reference entity reflects the cost, as quoted by the pricing vendor, of selling protection against default of that entity as of period end and may include upfront payments required to be made to enter into the agreement. The higher the fixed rate, the greater the market perceived risk of a credit event involving the reference entity. A rate identified as "Defaulted" indicates a credit event has occurred for the reference entity.

⁽¹⁾	Upfront payment is exchanged with the counterparty as a result of the standardized trading coupon.


EUR		–		Euro


		59

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Cross-Currency Swaps
Counterparty	Notional Amount on Fixed Rate (Currency Received) (000's omitted)	Notional Amount on Floating Rate (Currency Delivered) (000's omitted)		Floating Rate	Fixed Rate			Termination Date		Net Unrealized Appreciation (Depreciation)

Bank of America	TRY 17,118	$	11,435	3-month USD-LIBOR-BBA		8.28	%		8/11/20	$	470,504
Bank of America	TRY 26,000		14,619	3-month USD-LIBOR-BBA		6.97			8/18/21		(836,896	)
Barclays Bank PLC	TRY 60,000		40,080	3-month USD-LIBOR-BBA		8.25			8/11/20		1,712,985
Barclays Bank PLC	TRY 25,350		16,650	3-month USD-LIBOR-BBA		8.32			8/16/20		392,434
Citibank NA	TRY 25,000		16,700	3-month USD-LIBOR-BBA		8.20			8/11/20		758,094
Citibank NA	TRY 3,909		2,449	3-month USD-LIBOR-BBA		8.23			2/25/21		(143,172	)
Credit Suisse International	TRY 4,446		2,498	3-month USD-LIBOR-BBA		6.90			8/18/21		(133,195	)
Deutsche Bank	TRY 22,254		14,861	3-month USD-LIBOR-BBA		8.26			8/11/20		622,478
Deutsche Bank	TRY 14,321		8,996	3-month USD-LIBOR-BBA		8.20			2/24/21		(485,964	)
Deutsche Bank	TRY 5,112		2,871	3-month USD-LIBOR-BBA		7.00			8/18/21		(174,533	)
JPMorgan Chase Bank	TRY 27,000		18,012	3-month USD-LIBOR-BBA		8.29			8/11/20		708,436
JPMorgan Chase Bank	TRY 20,000		13,333	3-month USD-LIBOR-BBA		8.36			8/11/20		466,190
JPMorgan Chase Bank	TRY 10,000		5,610	3-month USD-LIBOR-BBA		6.96			8/18/21		(330,651	)

										$	3,026,710


TRY		–		New Turkish Lira

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

Written options activity for the year ended October 31, 2012 was as follows:


	Principal Amount of Contracts (000's omitted)		Premiums Received
Outstanding, beginning of year		INR —	$	—
Options written		33,752,150		21,570,884

Outstanding, end of year		INR 33,752,150	$	21,570,884


INR		–		Indian Rupee

At October 31, 2012, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

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

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


		60

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

Credit Risk: The Portfolio enters into credit default swap contracts to manage certain investment risks and/or to enhance total return.

Equity Price Risk: The Portfolio enters into equity index futures and options thereon to enhance total return and/or to manage certain investment risks.

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

Interest Rate Risk: The Portfolio utilizes various interest rate derivatives including futures, interest rate swaps and swaptions, and cross-currency swaps to enhance total return, to seek to hedge against fluctuations in interest rates, and/or to change the effective duration of its portfilio.

The Portfolio enters into swap contracts, over-the-counter options, forward foreign currency exchange contracts and forward commodity contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those derivatives in a liability position. At October 31, 2012, the fair value, excluding upfront payments, of derivatives with credit-related contingent features in a net liability position was $184,026,446. The aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $56,321,427 at October 31, 2012.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts, over-the counter options, forward commodity contracts and forward foreign currency exchange contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. The Portfolio is not subject to counterparty credit risks with respect to its written options as the Portfolio, not the counterparty, is obligated to perform under such derivatives. At October 31, 2012, the maximum amount of loss the Portfolio (and Subsidiary) would incur due to counterparty risk was $128,541,246, with the highest amount from any one counterparty being $21,999,512. Such maximum amount would be reduced by any unamortized upfront payments received by the Portfolio. Such amount would be increased by any unamortized upfront payments made by the Portfolio. To mitigate this risk, the Portfolio (and Subsidiary) has entered into master netting agreements with substantially all its derivative counterparties, which allows it and a counterparty to aggregate amounts owed by each of them for derivative transactions under the agreement into a single net amount payable by either the Portfolio or the counterparty. At October 31, 2012, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $103,040,000 due to master netting agreements. Counterparties may be required to pledge collateral in the form of cash, U.S. Government securities or highly-rated bonds for the benefit of the Portfolio if the net amount due from the counterparty with respect to a derivative contract exceeds a certain threshold. The amount of collateral posted by the counterparties with respect to such contracts would also reduce the amount of any loss incurred. Because the Subsidiary is not registered under the 1940 Act, it may not be able to negotiate terms with its counterparties that are equivalent to those a registered Portfolio may negotiate. As a result, the Subsidiary may have greater exposure to those counterparties than a registered Portfolio.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2012 was as follows:


	Fair Value
Consolidated Statement of Assets and Liabilities Caption	Credit			Equity Price			Foreign Exchange			Interest Rate			Commodity

Securities of unaffiliated issuers, at value	$	—		$	7,188		$	17,587,233		$	1,311,533		$	9,520,000
Net unrealized appreciation*		—			977,082			—			1,114,306			—
Receivable for open forward foreign currency exchange contracts		—			—			39,293,958			—			—
Receivable for open swap contracts; Premium paid/received on open swap contracts		125,223,834			—			—			12,938,385			—

Total Asset Derivatives	$	125,223,834		$	984,270		$	56,881,191		$	15,364,224		$	9,520,000

Written options outstanding, at value	$	—		$	—		$	(9,567,459	)	$	—		$	—
Net unrealized appreciation*		—			(137,165	)		—			(2,193,522	)		(10,176,242	)
Payable for open forward commodity contracts		—			—			—			—			(9,488,742	)
Payable for open forward foreign currency exchange contracts		—			—			(54,984,708	)		—			—
Payable for open swap contracts; Premium paid/received on open swap contracts		(64,526,867	)		—			—			(20,355,626	)		—

Total Liability Derivatives	$	(64,526,867	)	$	(137,165	)	$	(64,552,167	)	$	(22,549,148	)	$	(19,664,984	)

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


		61

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Consolidated Statement of Operations by risk exposure for the year ended October 31, 2012 was as follows:


Consolidated Statement of Operations Caption	Credit			Equity Price			Foreign Exchange			Interest Rate			Commodity

Net realized gain (loss) —
Investment transactions	$	—		$	(9,239,369	)	$	(13,767,653	)	$	—		$	(1,112,000	)
Futures contracts		—			5,704,473			—			(51,626,988	)		5,393,925
Swap contracts		3,729,981			—			—			(18,970,747	)		—
Forward commodity contracts		—			—			—			—			(4,898,042	)
Foreign currency and forward foreign currency exchange contract transactions		—			—			246,445,335			—			—

Total	$	3,729,981		$	(3,534,896	)	$	232,677,682		$	(70,597,735	)	$	(616,117	)

Change in unrealized appreciation (depreciation) — Investments	$	—		$	2,092,033		$	8,054,641		$	(3,282,019	)	$	965,120
Written options		—			—			12,003,425			—			—
Futures contracts		—			839,917			—			5,643,676			(7,785,363	)
Swap contracts		(67,600,696	)		—			—			(18,479,277	)		—
Forward commodity contracts		—			—			—			—			5,219,655
Foreign currency and forward foreign currency exchange contracts		—			—			(69,561,208	)		—			—

Total	$	(67,600,696	)	$	2,931,950		$	(49,503,142	)	$	(16,117,620	)	$	(1,600,588	)

The average notional amounts of futures contracts, forward commodity contracts, forward foreign currency exchange contracts and swap contracts outstanding during the year ended October 31, 2012, which are indicative of the volume of these derivative types, were approximately $1,628,874,000, $207,528,000, $5,937,614,000 and $3,457,404,000, respectively.

The average principal amount of purchased currency option contracts, average notional amount of interest rate swaption contracts, and average number of purchased index options contracts and purchased commodity options contracts outstanding during the year ended October 31, 2012, which are indicative of the volume of these derivative types, were approximately $749,955,000, $99,600,000, 874,075,000 contracts and 222 contracts, respectively.

6 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 October 31, 2012.

7 Reverse Repurchase Agreements

For the year ended October 31, 2012, the average borrowings under reverse repurchase agreements and the average annual interest rate were $3,204,249 and 0.20%, respectively. At October 31, 2012, the Portfolio did not have any open reverse repurchase agreements.

8 Risks Associated with Foreign Investments


		62

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

securities markets, while growing in volume and sophistication, are generally not as developed as those in the United States, and securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker/dealers and issuers than in the United States.

9 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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

At October 31, 2012, the hierarchy of inputs used in valuing the Portfolio's investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3		Total

Foreign Government Bonds	$	—	$	2,374,857,505		$	—	$	2,374,857,505
Foreign Corporate Bonds & Notes		—		3,876,433			—		3,876,433
Corporate Bonds & Notes		—		674,836			—		674,836
Collateralized Mortgage Obligations		—		105,909,704			—		105,909,704
Commercial Mortgage-Backed Securities		—		31,433,188			—		31,433,188
Mortgage Pass-Throughs		—		1,481,757,513			—		1,481,757,513
U.S. Government Agency Obligations		—		343,723,932			—		343,723,932
U.S. Treasury Obligations		—		2,271,562			—		2,271,562
Common Stocks		—		53,803,265	*		—		53,803,265
Precious Metals		481,546,225		—			—		481,546,225
Currency Call Options Purchased		—		16,920,723			—		16,920,723
Currency Put Options Purchased		—		666,510			—		666,510
Interest Rate Swaptions		—		1,311,533			—		1,311,533
Put Options Purchased		9,520,000		7,188			—		9,527,188
Short-Term Investments —
Foreign Government Securities		—		1,725,628,725			—		1,725,628,725
U.S. Treasury Obligations		—		154,406,629			—		154,406,629
Repurchase Agreements		—		650,212,248			—		650,212,248
Other		—		357,358,168			—		357,358,168

Total Investments	$	491,066,225	$	7,304,819,662		$	—	$	7,795,885,887
Forward Foreign Currency Exchange Contracts	$	—	$	39,293,958		$	—	$	39,293,958
Swap Contracts		—		138,162,219			—		138,162,219
Futures Contracts		2,091,388		—			—		2,091,388

Total	$	493,157,613	$	7,482,275,839		$	—	$	7,975,433,452


		63

Global Macro Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Liability Description	Level 1			Level 2			Level 3		Total

Currency Call Options Written	$	—		$	(8,757,352	)	$	—	$	(8,757,352	)
Currency Put Options Written		—			(810,107	)		—		(810,107	)
Securities Sold Short		—			(718,066,182	)		—		(718,066,182	)
Forward Commodity Contracts		—			(9,488,742	)		—		(9,488,742	)
Forward Foreign Currency Exchange Contracts		—			(54,984,708	)		—		(54,984,708	)
Swap Contracts		—			(84,882,493	)		—		(84,882,493	)
Futures Contracts		(12,506,929	)		—			—		(12,506,929	)

Total	$	(12,506,929	)	$	(876,989,584	)	$	—	$	(889,496,513	)

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

The Portfolio held no investments or other financial instruments as of October 31, 2011 whose fair value was determined using Level 3 inputs. At October 31, 2012, there were no investments transferred between Level 1 and Level 2 during the year then ended.


		64

Global Macro Portfolio

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of Global Macro Portfolio:

We have audited the accompanying consolidated statement of assets and liabilities of Global Macro Portfolio and subsidiary (the “Portfolio”), including the consolidated portfolio of investments, as of October 31, 2012, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended, and the consolidated supplementary data for each of the five years in the period then ended. These consolidated financial statements and consolidated supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated supplementary data based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and consolidated supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements and consolidated supplementary data referred to above present fairly, in all material respects, the financial position of Global Macro Portfolio and subsidiary as of October 31, 2012, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2012


		65

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Global Macro Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 187 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.


Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) and Directorships 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 187 registered investment companies. 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 and Hexavest Inc.


Noninterested Trustees

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

Benjamin C. Esty 1963	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾None.

Ronald A. Pearlman 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.


		66

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Management and Organization — continued


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

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Since 1998	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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
Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) During Past Five Years

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

Michael A. Cirami 1975	President of the Portfolio	Since 2012	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Vice President and Chief Income Investment Officer 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.

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.


		67

Eaton Vance

Global Macro Absolute Return Fund

October 31, 2012

Management and Organization — continued

⁽¹⁾

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.


		68

Eaton Vance Funds

IMPORTANT NOTICES

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


		69

This Page Intentionally Left Blank

Investment Adviser of Global Macro Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Investment Adviser and Administrator of Eaton Vance Global Macro Absolute Return Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

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3041-12/12		GMSRC

Eaton Vance

Tax-Managed Equity Asset

Allocation Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			18

Federal Tax Information			19

Management and Organization			20

Important Notices			22

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

As the 12-month period began, investors appeared to worry about intensifying debt problems in Europe, high U.S. unemployment and a Congressional deadlock that left businesses perplexed about the direction of tax and regulatory policy. The MSCI World Index,² a broad measure of global equity market performance, was relatively flat in November 2011.

Beginning in mid-December 2011, however, an equity rally took hold and continued into early April 2012. U.S. stocks were generally fueled by stronger economic growth and falling unemployment. European stocks continued to underperform U.S. issues, but nonetheless moved higher, aided by the Long-Term Refinancing Operation announced by the European Central Bank (ECB) and what the markets perceived as a successful restructuring of Greek debt. Then in May 2012, the third annual mid-year economic slowdown arrived. As U.S. stock prices decreased, stock prices overseas fell even harder. Contributing factors included renewed concerns over Europe and slowing growth in China.

But despite a slowdown in consumer spending, weakening employment data and downward revisions of growth expectations, global equities moved upward intermittently from June through mid-October 2012. Hunting for yield in a low interest-rate environment, investors were driven to stocks that offered higher yields than bonds. Ongoing action by the ECB also helped the market, particularly the Outright Monetary Transactions program to support sovereign debt.

Additional factors led U.S. stocks to generally outperform their non-U.S. counterparts. First, investors anticipated that worsening economic news would prompt the U.S. Federal Reserve to initiate another round of quantitative easing to stimulate the economy — which it did in September 2012. Finally, in an increasingly global marketplace, a case could be made that the U.S. market was relatively attractive versus many other world markets for much of the period. Amid ongoing European turmoil and a slowdown in Chinese growth, the U.S. market was one of the few places investors could find an economy that was growing (albeit slowly); a liquid, transparent and generally well-regulated market; and an opportunity to find companies with large cash reserves and solid profit growth.

In the final weeks of the period, however, stocks gave back some of their gains as the market seemed to have come full

circle; amid uncertainty about the upcoming U.S. elections, investors once again worried about a Congressional deadlock on tax policy — an impasse that has left the United States rushing toward a fiscal cliff that could drag down the U.S. and global economies.

Fund Performance

For the fiscal year ended October 31, 2012, Eaton Vance Tax-Managed Equity Asset Allocation Fund (the Fund) had a total return of 11.81% for Class A shares at net asset value (NAV). By comparison, the Fund’s benchmark, the Russell 3000 Index (the Index), gained 14.75% for the period. The Fund’s performance is a function of the performance of the underlying Portfolios in which it invests, as well as its allocation among these Portfolios.

The biggest detractor from relative Fund performance versus the Index was the Fund’s international equity weighting relative to the Index, which has no international stock exposure. International equities generally underperformed their U.S. counterparts during the period. However, the international portfolio in which the Fund invests outperformed its benchmark, the MSCI EAFE Index. The Fund’s international equity allocation was increased during the period, which helped relative performance versus the Index in the second half of the period, when international stocks rebounded. Also detracting from the Fund’s performance relative to the Index was the Fund’s allocation to Portfolios investing in small-cap stocks, which generally underperformed large-cap stocks during the period.

On the positive side, the Fund’s performance relative to the Index was aided by an overweight position in Tax-Managed Value Portfolio, which invests in large-cap value stocks. During the period, value stocks, and large-cap value stocks in particular, generally outperformed growth stocks.

Adjustments to the underlying Fund allocations occurred once during the 12-month period, in June 2012, and included a 0.50% decrease in each of five portfolios — Tax-Managed Growth Portfolio, Tax-Managed Value Portfolio, Tax-Managed Multi-Cap Growth Portfolio, Tax-Managed Small-Cap Portfolio and Tax-Managed Small-Cap Value Portfolio. Conversely, the Fund’s allocation to the Tax-Managed International Equity Portfolio was increased by 2.50%.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Performance^2,3

Portfolio Manager Duncan W. Richardson, CFA


% Average Annual Total Returns	Inception Date		One Year			Five Years			Ten Years
Class A at NAV		03/04/2002		11.81	%		–1.78	%		7.10	%
Class A with 5.75% Maximum Sales Charge		—		5.38			–2.94			6.47
Class B at NAV		03/04/2002		10.96			–2.52			6.30
Class B with 5% Maximum Sales Charge		—		5.96			–2.89			6.30
Class C at NAV		03/04/2002		11.10			–2.51			6.31
Class C with 1% Maximum Sales Charge		—		10.10			–2.51			6.31
Russell 3000 Index		—		14.75	%		0.58	%		7.47	%


% After-Tax Returns with Maximum Sales Charge	Inception Date		One Year			Five Years			Ten Years
Class A After Taxes on Distributions		03/04/2002		5.31	%		–3.17	%		6.26	%
Class A After Taxes on Distributions and Sale of Fund Shares		—		3.57			–2.48			5.69
Class B After Taxes on Distributions		03/04/2002		5.96			–3.06			6.12
Class B After Taxes on Distributions and Sale of Fund Shares		—		3.88			–2.42			5.54
Class C After Taxes on Distributions		03/04/2002		10.10			–2.68			6.13
Class C After Taxes on Distributions and Sale of Fund Shares		—		6.57			–2.10			5.56


% Total Annual Operating Expense Ratios⁴			Class A			Class B			Class C
				1.37	%		2.12	%		2.12	%

Performance 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.

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Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Class B	$10,000	10/31/2002	$18,425	N.A.
Class C	$10,000	10/31/2002	$18,449	N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Fund Profile⁵

Portfolio Allocation (% of total investments)

LOGO

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Endnotes and Additional Disclosures

MSCI World Index is an unmanaged index of equity securities in the developed markets. MSCI EAFE Index is an unmanaged index of equities in the developed markets, excluding the U.S. and Canada. MSCI indices are net of foreign withholding taxes. Source: MSCI. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder. Russell 3000 Index is an unmanaged index of the 3,000 largest U.S. stocks. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. After-tax returns are calculated using certain assumptions, including using the highest historical individual federal income tax rates and do not reflect the impact of state/local taxes. Actual after-tax returns depend on a shareholder’s tax situation and the actual characterization of distributions and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or shares held by nontaxable entities. Return After Taxes on Distributions may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period. Return After Taxes on Distributions and Sale of Fund Shares may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares. The 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 one or more affiliated investment companies (Portfolios).

Fund profile subject to change due to active management.

Important Notice to Shareholders

Tax code provisions applicable to tax-favored dividends are effective for distributions paid on or before December 31, 2012. Thereafter, dividends will be taxable as ordinary income unless further legislative action is taken.


		5

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)		Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	1,009.90	$	6.82		1.35	%
Class B	$	1,000.00	$	1,006.70	$	10.59		2.10	%
Class C	$	1,000.00	$	1,006.80	$	10.59		2.10	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,018.30	$	6.85		1.35	%
Class B	$	1,000.00	$	1,014.60	$	10.63		2.10	%
Class C	$	1,000.00	$	1,014.60	$	10.63		2.10	%


		6

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investment in Tax-Managed Growth Portfolio, at value
(identified cost, $89,001,409)	$	109,542,280
Investment in Tax-Managed Value Portfolio, at value
(identified cost, $76,960,179)		102,509,961
Investment in Tax-Managed International Equity Portfolio, at value
(identified cost, $56,624,052)		59,433,390
Investment in Tax-Managed Multi-Cap Growth Portfolio, at value
(identified cost, $33,633,353)		39,608,367
Investment in Tax-Managed Small-Cap Portfolio, at value
(identified cost, $33,876,496)		37,311,979
Investment in Tax-Managed Small-Cap Value Portfolio, at value
(identified cost, $24,067,655)		33,341,085
Receivable for Fund shares sold		59,694
Total assets	$	381,806,756

Liabilities
Payable for Fund shares redeemed	$	362,019
Payable to affiliates:
Investment adviser fee		38,319
Distribution and service fees		191,010
Administration fee		49,340
Trustees’ fees		42
Accrued expenses		151,286
Total liabilities	$	792,016
Net Assets	$	381,014,740

Sources of Net Assets
Paid-in capital	$	288,442,229
Accumulated net realized gain from Portfolios		24,060,598
Accumulated undistributed net investment income		927,995
Net unrealized appreciation from Portfolios		67,583,918
Total	$	381,014,740

Class A Shares
Net Assets	$	213,243,563
Shares Outstanding		14,990,759
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	14.23
Maximum Offering Price Per Share
(100 ÷ 94.25 of net asset value per share)	$	15.10

Class B Shares
Net Assets	$	19,055,077
Shares Outstanding		1,415,270
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	13.46

Class C Shares
Net Assets	$	148,716,100
Shares Outstanding		11,092,691
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	13.41

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.


		7		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Dividends allocated from Portfolios (net of foreign taxes, $244,452)	$	8,359,383
Interest allocated from Portfolios		6,193
Securities lending income allocated from Portfolios, net		5,497
Expenses allocated from Portfolios		(2,858,129	)
Net investment income from Portfolios	$	5,512,944

Expenses
Investment adviser fee	$	392,221
Administration fee		592,755
Distribution and service fees
Class A		547,195
Class B		236,767
Class C		1,526,152
Trustees’ fees and expenses		500
Custodian fee		47,814
Transfer and dividend disbursing agent fees		323,057
Legal and accounting services		77,594
Printing and postage		39,375
Registration fees		44,994
Miscellaneous		12,298
Total expenses	$	3,840,722

Net investment income	$	1,672,222

Realized and Unrealized Gain (Loss) from Portfolios
Net realized gain (loss) allocated from Portfolios —
Investment transactions	$	33,249,357	⁽¹⁾
Written options		220,661
Foreign currency transactions		(29,673	)
Net realized gain	$	33,440,345
Change in unrealized appreciation (depreciation) —
Investments	$	8,794,055
Written options		(110	)
Foreign currency		(884,552	)
Net change in unrealized appreciation (depreciation)	$	7,909,393

Net realized and unrealized gain	$	41,349,738

Net increase in net assets from operations	$	43,021,960

⁽¹⁾	Includes $4,739,025 of net realized gains from redemptions in-kind.


		8		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	1,672,222		$	725,315
Net realized gain from investment transactions, written options and foreign currency transactions		33,440,345	⁽¹⁾		34,903,387
Net change in unrealized appreciation (depreciation) from investments, written options and foreign currency		7,909,393			(17,055,027	)
Net increase in net assets from operations	$	43,021,960		$	18,573,675
Distributions to shareholders —
From net investment income
Class A	$	(872,084	)	$	(531,468	)
Total distributions to shareholders	$	(872,084	)	$	(531,468	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	7,222,086		$	17,235,826
Class B		161,351			1,120,023
Class C		6,368,283			11,290,463
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		768,823			456,927
Cost of shares redeemed
Class A		(47,117,694	)		(71,551,231	)
Class B		(4,801,202	)		(8,726,153	)
Class C		(31,393,397	)		(41,209,065	)
Net asset value of shares exchanged
Class A		8,543,902			11,623,805
Class B		(8,543,902	)		(11,623,805	)
Net decrease in net assets from Fund share transactions	$	(68,791,750	)	$	(91,383,210	)

Net decrease in net assets	$	(26,641,874	)	$	(73,341,003	)

Net Assets
At beginning of year	$	407,656,614		$	480,997,617
At end of year	$	381,014,740		$	407,656,614

Accumulated undistributed (distributions in excess of) net investment income included in net assets
At end of year	$	927,995		$	(290,840	)

⁽¹⁾	Includes $4,739,025 of net realized gains from redemptions in-kind.


		9		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Financial Highlights


	Class A
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	12.770		$	12.350		$	11.030		$	10.000		$	16.900

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.103		$	0.067		$	0.032		$	0.074		$	0.102
Net realized and unrealized gain (loss)		1.409			0.379			1.392			1.011			(6.018	)

Total income (loss) from operations	$	1.512		$	0.446		$	1.424		$	1.085		$	(5.916	)

Less Distributions
From net investment income	$	(0.052	)	$	(0.026	)	$	(0.104	)	$	(0.055	)	$	(0.156	)
From net realized gain		—			—			—			—			(0.828	)

Total distributions	$	(0.052	)	$	(0.026	)	$	(0.104	)	$	(0.055	)	$	(0.984	)

Net asset value — End of year	$	14.230		$	12.770		$	12.350		$	11.030		$	10.000

Total Return⁽²⁾		11.81	%		3.61	%		12.95	%		10.98	%		(37.07	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	213,244		$	220,256		$	252,522		$	250,372		$	258,039
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.36	%		1.37	%		1.41	%		1.44	%		1.36	%
Net investment income		0.76	%		0.51	%		0.27	%		0.78	%		0.72	%
Portfolio Turnover of the Fund⁽⁵⁾		0	%⁽⁶⁾		12	%		0	%⁽⁶⁾		2	%		8	%
Portfolio Turnover of Tax-Managed Growth Portfolio		2	%		3	%		2	%		3	%		1	%
Portfolio Turnover of Tax-Managed Value Portfolio		38	%		40	%		35	%		82	%		84	%
Portfolio Turnover of Tax-Managed International Equity Portfolio		117	%		41	%		72	%		57	%		34	%
Portfolio Turnover of Tax-Managed Multi-Cap Growth Portfolio		83	%		139	%		200	%		205	%		283	%
Portfolio Turnover of Tax-Managed Mid-Cap Core Portfolio		—			16	%⁽⁷⁾		33	%		42	%		40	%
Portfolio Turnover of Tax-Managed Small-Cap Portfolio		57	%		89	%		114	%		95	%		93	%
Portfolio Turnover of Tax-Managed Small-Cap Value Portfolio		55	%		66	%		51	%		66	%		103	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽³⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁴⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁵⁾	Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.

⁽⁶⁾	Amount is less than 0.5%.

⁽⁷⁾	For the period from November 1, 2010 through the liquidation date of Tax Managed Mid-Cap Core Portfolio, on April 21, 2011.


		10		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Financial Highlights — continued


	Class B
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	12.130		$	11.790		$	10.540		$	9.570		$	16.210

Income (Loss) From Operations
Net investment income (loss)⁽¹⁾	$	0.001		$	(0.030	)	$	(0.053	)	$	0.022		$	(0.004	)
Net realized and unrealized gain (loss)		1.329			0.370			1.325			0.948			(5.775	)

Total income (loss) from operations	$	1.330		$	0.340		$	1.272		$	0.970		$	(5.779	)

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

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

Net asset value — End of year	$	13.460		$	12.130		$	11.790		$	10.540		$	9.570

Total Return⁽²⁾		10.96	%		2.88	%		12.07	%		10.14	%		(37.56	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	19,055		$	29,592		$	46,862		$	61,375		$	78,618
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		2.11	%		2.12	%		2.16	%		2.19	%		2.11	%
Net investment income (loss)		0.01	%		(0.24	)%		(0.47	)%		0.24	%		(0.03	)%
Portfolio Turnover of the Fund⁽⁵⁾		0	%⁽⁶⁾		12	%		0	%⁽⁶⁾		2	%		8	%
Portfolio Turnover of Tax-Managed Growth Portfolio		2	%		3	%		2	%		3	%		1	%
Portfolio Turnover of Tax-Managed Value Portfolio		38	%		40	%		35	%		82	%		84	%
Portfolio Turnover of Tax-Managed International Equity Portfolio		117	%		41	%		72	%		57	%		34	%
Portfolio Turnover of Tax-Managed Multi-Cap Growth Portfolio		83	%		139	%		200	%		205	%		283	%
Portfolio Turnover of Tax-Managed Mid-Cap Core Portfolio		—			16	%⁽⁷⁾		33	%		42	%		40	%
Portfolio Turnover of Tax-Managed Small-Cap Portfolio		57	%		89	%		114	%		95	%		93	%
Portfolio Turnover of Tax-Managed Small-Cap Value Portfolio		55	%		66	%		51	%		66	%		103	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽³⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁴⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁵⁾	Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.

⁽⁶⁾	Amount is less than 0.5%.

⁽⁷⁾	For the period from November 1, 2010 through the liquidation date of Tax Managed Mid-Cap Core Portfolio, on April 21, 2011.


		11		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	12.070		$	11.740		$	10.500		$	9.530		$	16.180

Income (Loss) From Operations
Net investment income (loss)⁽¹⁾	$	0.001		$	(0.031	)	$	(0.053	)	$	0.018		$	(0.004	)
Net realized and unrealized gain (loss)		1.339			0.361			1.323			0.952			(5.761	)

Total income (loss) from operations	$	1.340		$	0.330		$	1.270		$	0.970		$	(5.765	)

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

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

Net asset value — End of year	$	13.410		$	12.070		$	11.740		$	10.500		$	9.530

Total Return⁽²⁾		11.10	%		2.81	%		12.11	%		10.18	%		(37.60	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	148,716		$	157,808		$	181,613		$	186,912		$	195,347
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		2.11	%		2.12	%		2.16	%		2.19	%		2.11	%
Net investment income (loss)		0.01	%		(0.24	)%		(0.48	)%		0.20	%		(0.03	)%
Portfolio Turnover of the Fund⁽⁵⁾		0	%⁽⁶⁾		12	%		0	%⁽⁶⁾		2	%		8	%
Portfolio Turnover of Tax-Managed Growth Portfolio		2	%		3	%		2	%		3	%		1	%
Portfolio Turnover of Tax-Managed Value Portfolio		38	%		40	%		35	%		82	%		84	%
Portfolio Turnover of Tax-Managed International Equity Portfolio		117	%		41	%		72	%		57	%		34	%
Portfolio Turnover of Tax-Managed Multi-Cap Growth Portfolio		83	%		139	%		200	%		205	%		283	%
Portfolio Turnover of Tax-Managed Mid-Cap Core Portfolio		—			16	%⁽⁷⁾		33	%		42	%		40	%
Portfolio Turnover of Tax-Managed Small-Cap Portfolio		57	%		89	%		114	%		95	%		93	%
Portfolio Turnover of Tax-Managed Small-Cap Value Portfolio		55	%		66	%		51	%		66	%		103	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽³⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁴⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁵⁾	Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.

⁽⁶⁾	Amount is less than 0.5%.

⁽⁷⁾	For the period from November 1, 2010 through the liquidation date of Tax Managed Mid-Cap Core Portfolio, on April 21, 2011.


		12		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Tax-Managed Equity Asset Allocation Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Beginning January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund’s investment objective is to achieve long-term, after tax returns. The Fund currently pursues its objective by investing all of its investable assets in interests in the following six tax-managed equity portfolios managed by Eaton Vance Management (EVM) or its affiliates: Tax-Managed Growth Portfolio, Tax-Managed Value Portfolio, Tax-Managed International Equity Portfolio, Tax-Managed Multi-Cap Growth Portfolio, Tax-Managed Small-Cap Portfolio and Tax-Managed Small-Cap Value Portfolio (the Portfolios), which are Massachusetts business trusts. The value of the Fund’s investments in the Portfolios reflects the Fund’s proportionate interest in the net assets of Tax-Managed Growth Portfolio, Tax-Managed Value Portfolio, Tax-Managed International Equity Portfolio, Tax-Managed Multi-Cap Growth Portfolio, Tax-Managed Small-Cap Portfolio and Tax-Managed Small-Cap Value Portfolio, (1.4%, 12.0%, 57.5%, 42.0%, 27.5% and 47.6%, respectively, at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolios. A copy of each Portfolio’s financial statements is available on the EDGAR database on the Securities and Exchange Commission’s website (www.sec.gov), at the Commission’s public reference room in Washington, DC or upon request from the Fund’s principal underwriter, Eaton Vance Distributors, Inc. (EVD), by calling 1-800-262-1122.

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

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

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


		13

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Notes to Financial Statements — continued

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

During the year ended October 31, 2012, a capital loss carryforward of $7,166,097 was utilized to offset net realized gains by the Fund.

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

I Prior Period Adjustments — Subsequent to the issuance of the October 31, 2011 financial statements, management of the Fund determined that the Fund’s identified cost of its investment in Tax-Managed Growth Portfolio was overstated at October 31, 2011 and in prior years as a result of misstatements in the recognition of realized gains. Such misstatements aggregated to a total of approximately $20,000,000. The correction of these misstatements resulted in offsetting decreases to the net realized gain and the net change in unrealized depreciation within the Statement of Changes in Net Assets as previously presented of approximately $3,000,000 for the year ended October 31, 2011 and approximately $17,000,000 for years ending prior to October 31, 2011. 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 the Fund to make at least one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.


		14

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Notes to Financial Statements — continued

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Ordinary income	$	872,084	$	531,468

During the year ended October 31, 2012, accumulated net realized gain was decreased by $6,161,543, accumulated undistributed net investment income was increased by $418,697 and paid-in capital was increased by $5,742,846 due to the Fund’s use of equalization accounting and differences between book and tax accounting, primarily for distributions from real estate investment trusts (REITs), investments in partnerships, investments in passive foreign investment companies (PFICs), redemptions in-kind and foreign currency gain (loss). Tax equalization accounting allows the Fund to treat as a distribution that portion of redemption proceeds representing a redeeming shareholder’s portion of undistributed taxable income and net capital gains. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	1,099,154
Undistributed long-term capital gains	$	18,408,436
Net unrealized appreciation	$	73,064,921

3 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by EVM as compensation for management and investment advisory services rendered to the Fund. Pursuant to the investment advisory agreement and subsequent fee reduction agreement between the Fund and EVM, the fee is computed at an annual rate of 0.75% of the Fund’s average daily net assets up to $500 million, 0.70% on net assets of $500 million but less than $1 billion and at reduced rates on daily net assets of $1 billion or more, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. The investment adviser fee payable by the Fund is reduced by the Fund’s allocable portion of the adviser fees paid by the Portfolios in which it invests. For the year ended October 31, 2012, the Fund’s investment adviser fee totaled $2,963,774, of which $2,571,553 was allocated from the Portfolios and $392,221 was paid or accrued directly by the Fund. For the year ended October 31, 2012, the Fund’s investment adviser fee, including the fees allocated from the Portfolios, was 0.75% of the Fund’s average daily net assets. The administration fee is earned by EVM as compensation for administering the business affairs of the Fund and is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended October 31, 2012, the administration fee amounted to $592,755.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $27,613 in sub-transfer agent fees. The Fund was informed that EVD, an affiliate of EVM, received $16,414 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. 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).

Trustees and officers of the Fund and the Portfolios who are members of EVM’s organization receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolios are officers of EVM.

4 Distribution Plans


		15

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Notes to Financial Statements — continued

EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2012, the Fund paid or accrued to EVD $177,575 and $1,144,614 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2012, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $1,125,000 and $11,647,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $59,192 and $381,538 for Class B and Class C shares, respectively.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $300, $39,000 and $6,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investments in the Portfolios were as follows:


Portfolio	Contributions		Withdrawals

Tax-Managed Growth Portfolio	$	14,950	$	23,838,187
Tax-Managed Value Portfolio		—		23,847,405
Tax-Managed International Equity Portfolio		918,262		1,114,104
Tax-Managed Multi-Cap Growth Portfolio		—		10,286,295
Tax-Managed Small-Cap Portfolio		3,270		8,274,519
Tax-Managed Small-Cap Value Portfolio		1,869		7,643,241

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2012			2011

Sales		534,081			1,307,086
Issued to shareholders electing to receive payments of distributions in Fund shares		60,970			34,696
Redemptions		(3,484,525	)		(5,431,086	)
Exchange from Class B shares		629,198			887,058

Net decrease		(2,260,276	)		(3,202,246	)


		16

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Notes to Financial Statements — continued


	Year Ended October 31,
Class B	2012			2011

Sales		12,959			89,093
Redemptions		(375,607	)		(692,377	)
Exchange to Class A shares		(662,326	)		(930,678	)

Net decrease		(1,024,974	)		(1,533,962	)

	Year Ended October 31,
Class C	2012			2011

Sales		500,827			901,251
Redemptions		(2,477,852	)		(3,300,611	)

Net decrease		(1,977,025	)		(2,399,360	)

8 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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


		17

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed Equity Asset Allocation Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Tax-Managed Equity Asset Allocation Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2012


		18

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Federal Tax Information (Unaudited)

The Form 1099-DIV you receive in January 2013 will show the tax status of all distributions paid to your account in calendar year 2012. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals, the dividends received deduction for corporations and capital gains dividends.

Qualified Dividend Income. The Fund designates approximately $9,309,488, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2012 ordinary income dividends, 100% qualifies for the corporate dividends received deduction.

Capital Gains Dividends. The Fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2012, $28,517,207 or, if subsequently determined to be different, the net capital gain of such year.


		19

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Management and Organization


Name and Year of Birth	Position(s) with the Trust	Length of Service	Principal Occupation(s) and Directorships 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 187 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust. Directorships in the Last Five Years.⁽¹⁾ Director of EVC and Hexavest Inc.


Noninterested Trustees

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

Benjamin C. Esty 1963	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾None.

Ronald A. Pearlman 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.


		20

Eaton Vance

Tax-Managed Equity Asset Allocation Fund

October 31, 2012

Management and Organization — continued


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

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Since 1998	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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
Name and Year of Birth	Position(s) with the Trust	Length of Service	Principal Occupation(s) During Past Five Years
Duncan W. Richardson 1957	President	Since 2011	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.
Payson F. Swaffield 1956	Vice President	Since 2011	Vice President and Chief Income Investment Officer of EVM and BMR.
Barbara E. Campbell 1957	Treasurer	Since 2005	Vice President of EVM and BMR.
Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011, Secretary since 2007 and Chief Legal Officer since 2008	Vice President of EVM and BMR.
Paul M. O’Neil 1953	Chief Compliance Officer	Since 2004	Vice President of EVM and BMR.

⁽¹⁾


		21

Eaton Vance Funds

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:

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

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.


		22

This Page Intentionally Left Blank

Investment Adviser and Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

LOGO


1299-12/12		TMEAASRC

Eaton Vance

U.S. Government Money

Market Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

U.S. Government Money Market Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			3

Endnotes and Additional Disclosures			4

Fund Expenses			5

Financial Statements			6

Report of Independent Registered Public Accounting Firm			17

Federal Tax Information			18

Management and Organization			19

Important Notices			21

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

Although short-term yields rose over the period from the all-time lows reached in September and October of 2011, they nonetheless remained near zero. A number of factors combined to keep interest rates at historic lows throughout the one-year period ending October 31, 2012.

The primary factor was the U.S. Federal Reserve Board’s (the Fed’s) interest rate policy. During the fiscal year, the Fed twice extended the period during which it expected to keep the federal funds target rate between 0 and 25 basis points—first into 2014 and then, later in the period, into 2015. This put downward pressure on interest rates across the yield curve.

Another important factor was ongoing strong demand for short-dated issues, as a result of more stringent liquidity regulations for money market funds that took effect in 2010. By increasing demand for paper in shorter maturity ranges, the new regulations have put upward pressure on prices and thus downward pressure on rates for short-term issues.

The Fed’s open-ended program to buy mortgage-backed, agency and Treasury securities, announced in September of 2012 and dubbed “quantitative easing round three” by investors, also increased demand and put further downward pressure on rates.

In contrast, two other factors put upward pressure on short-term rates, but only to a modest degree. The Fed’s “Operation Twist,” in which the central bank sold short-term holdings to buy longer-term Treasury bonds, tended to increase the supply of shorter-dated government securities. In addition, the worldwide “flight to quality,” which had depressed rates to all-time lows at the start of the period, moderated somewhat as the sovereign debt crisis in Europe appeared to become less dire. The net result was that short-term rates increased over the period, but only modestly.

Fund Performance

For the fiscal year ending October 31, 2012, Eaton Vance U.S. Government Money Market Fund (the Fund) Class A shares at net asset value (NAV) had a total return of 0.00%. At period-end, the Fund’s annualized seven-day yield was 0.00%.

Although yields on short-term government paper virtually doubled over the course of the one-year period, rates remained so low that neither the Fund nor the majority of its peers had much opportunity to add yield. To avoid a net negative yield

or investment loss, the Fund’s investment manager voluntarily reimbursed or waived a portion of the Fund’s expenses during the 12-month period.

At the start of the period, the portfolio was heavily concentrated in short-term U.S. government agency obligations, which offered a slight yield advantage over comparable maturity Treasuries. As the period progressed, however, the yield advantage of agencies over comparable maturity Treasuries decreased to the point where, in management’s view, investors were not being as well-compensated for the additional risk of agency securities. In light of the Fund’s goal of preservation of capital, management believed that Treasuries had become more attractive relative to agency debt. For that reason, the Fund’s weighting in Treasuries was increased from 17% at the start of the period to about 50% at period-end. The higher weighting in Treasuries also increased the effective liquidity of the Fund.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Performance²

Portfolio Managers Thomas H. Luster, CFA and Maria Cappellano


% Average Annual Total Returns	Inception Date		One Year			Five Years			Ten Years			Since Inception
Class A at NAV		1/27/1975		0.00	%		0.63	%		1.52	%		—
Class B at NAV		12/7/2009		0.00			—			—			0.00	%
Class B with 5% Maximum Sales Charge		—		–5.00			—			—			–1.39
Class C at NAV		12/7/2009		0.00			—			—			0.00
Class C with 1% Maximum Sales Charge		—		–1.00			—			—			0.00


7-Day SEC Yield³						Class A			Class B			Class C
							0.00	%		0.00	%		0.00	%


% Total Annual Operating Expense Ratios⁴						Class A			Class B			Class C
							0.68	%		1.58	%		1.58	%

Fund Profile

LOGO

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 prin-cipal 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 perfor-mance 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.


		3

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Endnotes and Additional Disclosures

Effective January 1, 2012, Class A, B, and C shares only are offered in exchange for Class A, B and C shares, respectively, of other Eaton Vance funds. 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.

7-Day SEC Yield is annualized net investment income per share for the seven days ended on the date shown. Yields are historical, will fluctuate and can more closely reflect the current earnings of a fund than the total return quotation. Absent waiver of fees and reimbursement of expenses by affiliates, the returns would be lower. Although the Fund seeks to maintain a stable net asset value of $1.00 per share, it is possible to lose money by investing in the Fund. An investment in the Fund is not insured or guaranteed by the FDIC or any other government agency.

⁴	Source: Fund prospectus.

Fund profile subject to change due to active management.


		4

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)			Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	1,000.00	$	0.70	**		0.14	%
Class B	$	1,000.00	$	1,000.00	$	0.70	**		0.14	%
Class C	$	1,000.00	$	1,000.00	$	0.70	**		0.14	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,024.40	$	0.71	**		0.14	%
Class B	$	1,000.00	$	1,024.40	$	0.71	**		0.14	%
Class C	$	1,000.00	$	1,024.40	$	0.71	**		0.14	%

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


		5

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Portfolio of Investments


U.S. Government Agency Obligations — 50.8%


Security	Principal Amount (000’s omitted)		Value

Federal Farm Credit Bank:
0.237%, 2/21/13⁽¹⁾	$	1,250	$	1,250,000
0.277%, 3/6/13⁽¹⁾		1,000		1,000,050
0.19%, 6/20/13⁽¹⁾		5,000		4,999,525

			$	7,249,575

Federal Home Loan Bank:
0.28%, 6/10/13	$	1,250	$	1,250,000
Discount Note, 0.12%, 11/7/12		512		511,990
Discount Note, 0.13%, 11/14/12		2,710		2,709,873
Discount Note, 0.13%, 11/16/12		1,506		1,505,918
Discount Note, 0.125%, 11/30/12		2,392		2,391,759
Discount Note, 0.12%, 12/5/12		2,368		2,367,732
Discount Note, 0.13%, 12/5/12		3,514		3,513,569
Discount Note, 0.135%, 12/5/12		2,947		2,946,624
Discount Note, 0.14%, 12/14/12		2,187		2,186,634
Discount Note, 0.135%, 1/9/13		1,750		1,749,547
Discount Note, 0.14%, 1/11/13		1,000		999,724

			$	22,133,370

Federal Home Loan Mortgage Corp.:
0.37%, 1/10/13⁽¹⁾	$	500	$	500,140
0.34%, 1/24/13⁽¹⁾		3,850		3,850,895
Discount Note, 0.15%, 11/2/12		500		499,998
Discount Note, 0.15%, 11/26/12		1,975		1,974,794
Discount Note, 0.125%, 11/28/12		2,648		2,647,752
Discount Note, 0.135%, 12/3/12		991		990,881
Discount Note, 0.15%, 12/10/12		1,200		1,199,805
Discount Note, 0.13%, 1/22/13		1,931		1,930,428
Discount Note, 0.135%, 1/22/13		2,250		2,249,308
Discount Note, 0.14%, 1/29/13		2,800		2,799,031

			$	18,643,032

Federal National Mortgage Association:
0.38%, 11/23/12⁽¹⁾	$	1,200	$	1,200,080
1.75%, 2/22/13		2,500		2,512,209
Discount Note, 0.13%, 11/7/12		1,260		1,259,973
Discount Note, 0.12%, 11/29/12		422		421,961
Discount Note, 0.13%, 11/29/12		384		383,961
Discount Note, 0.175%, 12/19/12		1,260		1,259,706
Discount Note, 0.145%, 1/14/13		1,000		999,702

			$	8,037,592


Total U.S. Government Agency Obligations (amortized cost $56,063,569)			$	56,063,569


U.S. Treasury Obligations — 49.1%


Security	Principal Amount (000’s omitted)		Value

U.S. Treasury Bill, 0.09%, 11/1/12	$	1,775	$	1,775,000
U.S. Treasury Bill, 0.11%, 11/1/12		3,000		3,000,000
U.S. Treasury Bill, 0.11%, 11/8/12		2,195		2,194,953
U.S. Treasury Bill, 0.10%, 11/15/12		625		624,975
U.S. Treasury Bill, 0.11%, 11/15/12		1,562		1,561,931
U.S. Treasury Bill, 0.12%, 11/15/12		3,211		3,210,850
U.S. Treasury Bill, 0.09%, 11/23/12		2,000		1,999,886
U.S. Treasury Bill, 0.12%, 11/29/12		2,500		2,499,777
U.S. Treasury Bill, 0.10%, 12/6/12		1,500		1,499,849
U.S. Treasury Bill, 0.11%, 12/6/12		1,500		1,499,848
U.S. Treasury Bill, 0.10%, 12/13/12		1,500		1,499,824
U.S. Treasury Bill, 0.10%, 1/3/13		1,543		1,542,722
U.S. Treasury Bill, 0.14%, 1/3/13		954		953,767
U.S. Treasury Bill, 0.14%, 1/10/13		2,500		2,499,319
U.S. Treasury Bill, 0.12%, 1/17/13		855		854,773
U.S. Treasury Bill, 0.13%, 1/17/13		519		518,858
U.S. Treasury Bill, 0.14%, 1/17/13		1,320		1,319,606
U.S. Treasury Bill, 0.14%, 1/24/13		1,472		1,471,523
U.S. Treasury Bill, 0.11%, 1/31/13		1,923		1,922,470
U.S. Treasury Bill, 0.11%, 2/7/13		1,036		1,035,695
U.S. Treasury Bill, 0.12%, 2/7/13		1,464		1,463,544
U.S. Treasury Bill, 0.11%, 2/14/13		2,000		1,999,388
U.S. Treasury Bill, 0.11%, 2/21/13		1,500		1,499,502
U.S. Treasury Bill, 0.13%, 2/28/13		1,695		1,694,277
U.S. Treasury Bill, 0.13%, 3/7/13		3,425		3,423,442
U.S. Treasury Bill, 0.14%, 3/14/13		1,158		1,157,423
U.S. Treasury Bill, 0.14%, 4/4/13		2,500		2,498,508
U.S. Treasury Bill, 0.14%, 4/11/13		2,000		1,998,757
U.S. Treasury Bill, 0.14%, 4/18/13		881		880,408
U.S. Treasury Note, 0.50%, 11/30/12		2,000		2,000,592
U.S. Treasury Note, 0.50%, 5/31/13		2,000		2,003,619


Total U.S. Treasury Obligations (amortized cost $54,105,086)			$	54,105,086


Total Investments — 99.9% (amortized cost $110,168,655)⁽²⁾			$	110,168,655


Other Assets, Less Liabilities — 0.1%			$	141,666


Net Assets — 100.0%			$	110,310,321

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

⁽¹⁾	Variable rate security. The stated interest rate represents the rate in effect at October 31, 2012.

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


		6		See Notes to Financial Statements.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investments, at amortized cost	$	110,168,655
Cash		2,197
Interest receivable		20,767
Receivable for Fund shares sold		351,542
Receivable from affiliate		512
Total assets	$	110,543,673

Liabilities
Payable for Fund shares redeemed	$	167,898
Payable to affiliate:
Trustees’ fees		483
Accrued expenses		64,971
Total liabilities	$	233,352
Net Assets	$	110,310,321

Sources of Net Assets
Paid-in capital	$	110,504,280
Accumulated net realized loss		(193,959	)
Total	$	110,310,321

Class A Shares
Net Assets	$	80,657,479
Shares Outstanding*		80,887,696
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	1.00

Class B Shares
Net Assets	$	13,824,395
Shares Outstanding*		13,822,643
Net Asset Value and Offering Price Per Share**
(net assets ÷ shares of beneficial interest outstanding)	$	1.00

Class C Shares
Net Assets	$	15,828,447
Shares Outstanding*		15,826,883
Net Asset Value and Offering Price Per Share**
(net assets ÷ shares of beneficial interest outstanding)	$	1.00

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

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


		7		See Notes to Financial Statements.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest	$	161,450
Total investment income	$	161,450

Expenses
Investment adviser fee	$	799,739
Distribution and service fees
Class B		169,807
Class C		198,932
Trustees’ fees and expenses		6,752
Custodian fee		89,815
Transfer and dividend disbursing agent fees		131,514
Legal and accounting services		28,072
Printing and postage		23,846
Registration fees		70,442
Miscellaneous		15,327
Total expenses	$	1,534,246
Deduct —
Reduction of custodian fee	$	70
Waiver of fees and reimbursement of expenses by affiliates		1,372,726
Total expense reductions	$	1,372,796

Net expenses	$	161,450

Net investment income	$	—

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	6,288
Net realized gain	$	6,288

Net increase in net assets from operations	$	6,288


		8		See Notes to Financial Statements.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	—		$	49
Net realized gain from investment transactions and disposal of investments in violation of restrictions		6,288			4,151
Net increase in net assets from operations	$	6,288		$	4,200
Distributions to shareholders —
From net investment income
Class A	$	—		$	(46	)
Class B		—			(2	)
Class C		—			(1	)
Total distributions to shareholders	$	—		$	(49	)
Transactions in shares of beneficial interest at Net Asset Value of $1.00 per share —
Proceeds from sale of shares
Class A	$	86,530,785		$	672,606,538
Class B		2,298,073			13,954,965
Class C		16,546,500			55,270,782
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		—			12
Class B		—			2
Class C		—			1
Cost of shares redeemed
Class A		(243,715,845	)		(563,042,896	)
Class B		(9,394,232	)		(17,453,441	)
Class C		(30,925,221	)		(35,394,321	)
Net asset value of shares exchanged
Class A		2,871,330			7,990,708
Class B		(2,871,330	)		(7,990,708	)
Net increase (decrease) in net assets from Fund share transactions	$	(178,659,940	)	$	125,941,642

Net increase (decrease) in net assets	$	(178,653,652	)	$	125,945,793

Net Assets
At beginning of year	$	288,963,973		$	163,018,180
At end of year	$	110,310,321		$	288,963,973

Accumulated undistributed net investment income included in net assets
At end of year	$	—		$	12


		9		See Notes to Financial Statements.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Financial Highlights


	Class A⁽¹⁾
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000

Income (Loss) From Operations
Net investment income⁽²⁾	$	—		$	0.000	⁽³⁾	$	0.000	⁽³⁾	$	0.002		$	0.030

Less Distributions
From net investment income	$	—		$	(0.000	)⁽³⁾	$	(0.000	)⁽³⁾	$	(0.002	)	$	(0.030	)
Tax return of capital		—			—			—			(0.000	)⁽³⁾		—

Total distributions	$	—		$	(0.000	)	$	(0.000	)	$	(0.002	)	$	(0.030	)

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

Total Return⁽⁴⁾		0.00	%		0.00	%⁽⁵⁾⁽⁶⁾		0.00	%⁽⁵⁾		0.17	%		3.02	%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	80,657		$	234,966		$	117,409		$	178,584		$	342,517
Ratios (as a percentage of average daily net assets):
Expenses⁽⁷⁾		0.10	%⁽⁸⁾		0.13	%⁽⁸⁾		0.20	%⁽⁸⁾⁽⁹⁾		0.58	%⁽⁸⁾⁽⁹⁾		0.58	%⁽⁹⁾
Net investment income		—			0.00	%⁽⁵⁾		0.00	%⁽⁵⁾		0.23	%		2.90	%

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

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Amount is less than $0.0005.

⁽⁴⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁵⁾	Amount is less than 0.005%.

⁽⁶⁾	During the year ended October 31, 2011, the Fund realized a gain on the disposal of investments which did not meet the Fund’s investment guidelines. The gain was less than $0.01 per share and had no effect on total return for the year ended October 31, 2011.

⁽⁷⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁸⁾

The investment adviser waived its investment adviser fee and reimbursed a portion of the Fund’s expenses and/or the investment adviser waived a portion of its investment adviser fee of the Portfolio during the period that the Fund invested in the Portfolio (equal to 0.63%, 0.55%, 0.50% and 0.18% of average daily net assets for the years ended October 31, 2012, 2011, 2010 and 2009, respectively). Absent this waiver and reimbursement, total return would have been lower.

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

References to the Portfolio herein are to Cash Management Portfolio, a New York trust having the same investment objective and policies as the Fund, in which the Fund invested all of its investable assets prior to February 27, 2010.


		10		See Notes to Financial Statements.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Financial Highlights — continued


	Class B
	Year Ended October 31,						Period Ended October 31, 2010⁽¹⁾
	2012			2011			Period Ended October 31, 2010⁽¹⁾
Net asset value — Beginning of period	$	1.000		$	1.000		$	1.000

Income (Loss) From Operations
Net investment income⁽²⁾	$	—		$	0.000	⁽³⁾	$	0.000	⁽³⁾

Less Distributions
From net investment income	$	—		$	(0.000	)⁽³⁾	$	(0.000	)⁽³⁾

Total distributions	$	—		$	(0.000	)	$	(0.000	)

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

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

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	13,824		$	23,791		$	35,280
Ratios (as a percentage of average daily net assets):
Expenses⁽⁸⁾		0.10	%⁽⁹⁾		0.13	%⁽⁹⁾		0.20	%^(9)(10)(11)
Net investment income		—			0.00	%⁽⁵⁾		0.00	%^(5)(10)

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

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Amount is less than $0.0005.

⁽⁴⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁵⁾	Amount is less than 0.005%.

⁽⁶⁾	During the year ended October 31, 2011, the Fund realized a gain on the disposal of investments which did not meet the Fund’s investment guidelines. The gain was less than $0.01 per share and had no effect on total return for the year ended October 31, 2011.

⁽⁷⁾	Not annualized.

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

⁽⁹⁾

The investment adviser waived its investment adviser fee and reimbursed a portion of the Fund’s expenses, the investment adviser waived a portion of its investment adviser fee of the Portfolio during the period that the Fund invested in the Portfolio, and/or the distributor waived its distribution and service fees (equal to 1.53%, 1.45% and 1.40% of average daily net assets for the years ended October 31, 2012 and 2011 and the period ended October 31, 2010, respectively). Absent this waiver and reimbursement, total return would have been lower.

⁽¹⁰⁾	Annualized.

⁽¹¹⁾	Includes the Fund’s share of the Portfolio’s allocated expenses for the period when the Fund was making investments directly in the Portfolio.


		11		See Notes to Financial Statements.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,						Period Ended October 31, 2010⁽¹⁾
	2012			2011			Period Ended October 31, 2010⁽¹⁾
Net asset value — Beginning of period	$	1.000		$	1.000		$	1.000

Income (Loss) From Operations
Net investment income⁽²⁾	$	—		$	0.000	⁽³⁾	$	0.000	⁽³⁾

Less Distributions
From net investment income	$	—		$	(0.000	)⁽³⁾	$	(0.000	)⁽³⁾

Total distributions	$	—		$	(0.000	)	$	(0.000	)

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

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

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	15,828		$	30,206		$	10,330
Ratios (as a percentage of average daily net assets):
Expenses⁽⁸⁾		0.10	%⁽⁹⁾		0.13	%⁽⁹⁾		0.20	%^(9)(10)(11)
Net investment income		—			0.00	%⁽⁵⁾		0.00	%^(5)(10)

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

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Amount is less than $0.0005.

⁽⁴⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁵⁾	Amount is less than 0.005%.

⁽⁶⁾	During the year ended October 31, 2011, the Fund realized a gain on the disposal of investments which did not meet the Fund’s investment guidelines. The gain was less than $0.01 per share and had no effect on total return for the year ended October 31, 2011.

⁽⁷⁾	Not annualized.

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

⁽⁹⁾

⁽¹⁰⁾	Annualized.

⁽¹¹⁾	Includes the Fund’s share of the Portfolio’s allocated expenses for the period when the Fund was making investments directly in the Portfolio.


		12		See Notes to Financial Statements.

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance U.S. Government Money Market Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund’s investment objective is to provide as high a rate of income as may be consistent with preservation of capital and maintenance of liquidity. The Fund offers three classes of shares. Class A (effective January 1, 2012), Class B and Class C shares are only offered in exchange for Class A, Class B and Class C shares, respectively, of other Eaton Vance funds, except that certain Eaton Vance and third-party sponsored retirement plans may continue to purchase Class A shares until such time as they identify an alternative investment vehicle. Class A shares are offered at net asset value with no front-end sales charge. Class B and Class C shares are offered at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses.

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

A Investment Valuation — The Fund generally values its investment securities utilizing the amortized cost valuation technique permitted by Rule 2a-7 under the 1940 Act, pursuant to which the Fund must comply with certain conditions. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, the Fund may value its investment securities based on available market quotations provided by a third party pricing service.

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

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

At October 31, 2012, the Fund, for federal income tax purposes, had a capital loss carryforward of $193,959 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. The capital loss carryforward will expire on October 31, 2016. In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2012.

During the year ended October 31, 2012, a capital loss carryfoward of $6,288 was utilized to offset net realized gains by the Fund.

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

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

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

H Indemnifications — Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into


		13

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Notes to Financial Statements — continued

agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

2 Distributions to Shareholders

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

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Ordinary income	$	—	$	49

During the year ended October 31, 2012, accumulated undistributed net investment income was decreased by $12 and paid-in capital was increased by $12 due to differences between book and tax accounting. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) on a tax basis were as follows:


Capital loss carryforward		$	(193,959	)

3 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR) as compensation for investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.50% of the Fund’s average daily net assets up to $1 billion and at reduced rates on net assets of $1 billion or more, and is payable monthly. For the year ended October 31, 2012, the Fund’s investment adviser fee amounted to $799,739 or 0.50% of the Fund’s average daily net assets. BMR has voluntarily undertaken to waive fees and reimburse expenses of the Fund to the extent necessary to maintain a yield of not less than zero. For the year ended October 31, 2012, BMR waived investment adviser fees and reimbursed expenses of the Fund of $1,003,987. The Fund’s distributor also waived its fees (see Note 4). Eaton Vance Management (EVM) serves as the administrator of the Fund, but receives no compensation.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $13,282 in sub-transfer agent fees. Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, also receives distribution and service fees from Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Trustees and officers of the Fund who are members of EVM’s or BMR’s organizations receive remuneration for their services to the Fund out of the investment adviser fee. Trustees of the Fund who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2012, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of the above organizations.

4 Distribution Plans

The Fund has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. On issuance of Class B and Class C shares of the Fund in exchange for shares


		14

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Notes to Financial Statements — continued

of an Eaton Vance fund, the respective class will assume a portion of the Uncovered Distribution Charges associated with the shares so exchanged. Uncovered Distribution Charges are generally equivalent to the sum of (i) 5% and 6.25% of the aggregate amount received by an Eaton Vance fund for Class B and Class C shares sold, respectively, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges. For the year ended October 31, 2012, the Fund accrued to EVD $141,506 and $165,777 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares, all of which were voluntarily waived by EVD. At October 31, 2012, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $18,045,000 and $3,770,000, respectively.

The Class B and Class C Plans also authorize the Fund to make payments of service fees to EVD, financial intermediaries and other persons in amounts not exceeding 0.25% of its average daily net assets attributable to that class. The Trustees approved service fee payments equal to 0.15% per annum of the Fund’s average daily net assets for Class B and Class C shares. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD. Service fees accrued for the year ended October 31, 2012 amounted to $28,301 and $33,155 for Class B and Class C shares, respectively, all of which were voluntarily waived by EVD.

5 Contingent Deferred Sales Charges

Class B and Class C shares are subject to a contingent deferred sales charge (CDSC) at the original CDSC rate that such shares were subject to prior to their exchange into the Fund. A CDSC generally is imposed on redemptions of Class B shares made within four to six years of purchase, depending on the fund from which shares were exchanged, at declining rates that begin at 3% and 5%, respectively. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. Generally, the CDSC is based on the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $50,000 and $7,000 of CDSCs paid by Class B and Class C shareholders, respectively.

6 Purchases and Sales of Investments

Purchases and sales of investments, including maturities, aggregated $764,066,398 and $945,116,758, respectively, for the year ended October 31, 2012.

7 Line of Credit

The Fund 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 Fund solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Fund based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.08% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Fund, it may be unable to borrow some or all of its requested amounts at any particular time. The Fund did not have any significant borrowings or allocated fees during the year ended October 31, 2012.

8 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, money market securities are valued using amortized cost, in accordance with rules under the 1940 Act. Generally, amortized cost approximates the current fair value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.


		15

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Notes to Financial Statements — continued

At October 31, 2012, the hierarchy of inputs used in valuing the Fund’s investments, which are carried at amortized cost, were as follows:


Asset Description	Level 1		Level 2		Level 3		Total

U.S. Government Agency Obligations	$	—	$	56,063,569	$	—	$	56,063,569
U.S. Treasury Obligations		—		54,105,086		—		54,105,086

Total Investments	$	—	$	110,168,655	$	—	$	110,168,655

The Fund held no investments or other financial instruments as of October 31, 2011 whose fair value was determined using Level 3 inputs. At October 31, 2012, there were no investments transferred between Level 1 and Level 2 during the year then ended.


		16

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance U.S. Government Money Market Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance U.S. Government Money Market Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), including the portfolio of investments, as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years of the period then ended . These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance U.S. Government Money Market Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2012


		17

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Federal Tax Information (Unaudited)

Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund.


		18

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Management and Organization


Name and Year of Birth	Position(s) with the Trust	Length of Service	Principal Occupation(s) and Directorships 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 187 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust. Directorships in the Last Five Years.⁽¹⁾ Director of EVC and Hexavest Inc.



Noninterested Trustees

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

Benjamin C. Esty 1963	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾None.

Ronald A. Pearlman 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.


		19

Eaton Vance

U.S. Government Money Market Fund

October 31, 2012

Management and Organization — continued


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

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Since 1998	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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
Name and Year of Birth	Position(s) with the Trust	Length of Service	Principal Occupation(s) During Past Five Years

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

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

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

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

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

⁽¹⁾


		20

Eaton Vance Funds

IMPORTANT NOTICES

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


		21

This Page Intentionally Left Blank

Investment Adviser

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

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131-12/12 MMSRC

Eaton Vance

Global Dividend Income Fund

Annual Report

October 31, 2012

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Annual Report October 31, 2012

Eaton Vance

Global Dividend Income Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			27

Federal Tax Information			28

Management and Organization			29

Important Notices			31

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

But despite a slowdown in consumer spending, weakening employment data and downward revisions of growth expectations, global equities moved upward intermittently from June through mid-October 2012. Hunting for yield in a low interest-rate environment, investors were driven to stocks that offered better yields than bonds. Ongoing action by the ECB also helped the market, particularly the Outright Monetary Transactions program to support sovereign debt.

Additional factors led U.S. stocks to generally outperform their non-U.S. counterparts. First, investors anticipated that worsening economic news would prompt the U.S. Federal Reserve to initiate another round of quantitative easing to stimulate the economy — which it did in September 2012. Finally, in an increasingly global marketplace, a case could be made that the U.S. market was relatively attractive versus many other world markets for much of the period. Amid ongoing European turmoil and a slowdown in Chinese growth, the U.S. market was one of the few places investors could find an economy that was growing (albeit slowly); a liquid, transparent and generally well regulated market; and an opportunity to find companies with large cash reserves and solid profit growth.

In the final weeks of the period, however, stocks gave back some of their gains as the market seemed to have come full circle; amid uncertainty about the upcoming U.S. elections, investors once again worried about a Congressional deadlock on tax policy — an impasse that has left the United States rushing toward a fiscal cliff that could drag down the global economy.

Fund Performance

For the fiscal year ended October 31, 2012, Eaton Vance Global Dividend Income Fund (the Fund) had a total return of 8.35% for Class A shares at net asset value (NAV). By contrast, the Fund’s benchmark, the MSCI World Index (the Index), had a total return of 9.45% for the period. The Fund’s common stock allocation and its preferred securities allocation both outperformed the Index, but not by enough to offset the management expenses of the Fund.

Performance of the Fund’s common stock allocation was helped by stock selection in the materials, consumer discretionary and energy sectors. Within the materials sector, stock selection in chemicals boosted results versus the Index, as did a relative underweighting and stock selection in the poor-performing metals and mining industry. In consumer discretionary, stock selection among specialty retail stocks, as well as an overweighting in the industry, aided Fund performance versus the Index. Stock selection among energy equipment and services stocks and oil, gas and consumable fuels stocks contributed to Fund results versus the Index in the energy sector.

By contrast, stock selection in the health care, industrials and information technology (IT) sectors detracted from Fund performance versus the Index. Positioning in pharmaceuticals and weak stock selection in health care providers and services hurt Fund results versus the Index in the health care sector, as did avoiding the strong-performing biotechnology industry. Positioning in building products and industrial conglomerates detracted from Fund results versus the Index in the industrials sector. Stock selection in communications equipment and an underweight to computers and peripherals stocks, which rose sharply during the period, hurt Fund performance versus the Index in the IT sector.

As of October 31, 2012, the Fund had approximately 5% of its total investments in preferred securities (i.e., preferred stocks and corporate bonds and notes). The preferred securities allocation outperformed the Index as well as the overall preferred market, as measured by the BofA Merrill Lynch Fixed Rate Preferred Securities Index, an index measuring overall preferred markets. This outperformance relative to the preferred market resulted from several factors. The Fund’s bank holdings contributed to performance after bouncing back from lows reached in the summer of 2011. Capital management actions resulted in some of the Fund’s preferred holdings being tendered or called above market price, as issuers retired older, higher-interest preferred stocks in favor of new offerings that paid lower rates. The Fund also participated in a number of new issues that outperformed the overall preferred market. In addition, stock selection among high-yield names helped, as high-yield issues rallied during the period in response to investors’ search for yield.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Performance^2,3

Portfolio Managers Judith A. Saryan, CFA, Aamer Khan, CFA and John H. Croft, CFA


% Average Annual Total Returns	Inception Date			One Year			Five Years			Since Inception
Class A at NAV		11/30/2005			8.35	%		–4.58	%		1.58	%
Class A with 5.75% Maximum Sales Charge		—			2.14			–5.70			0.71
Class C at NAV		11/30/2005			7.79			–5.28			0.81
Class C with 1% Maximum Sales Charge		—			6.79			–5.28			0.81
Class I at NAV		01/31/2006			8.76			–4.33			0.99
Class R at NAV		01/31/2006			8.14			–4.85			0.49
MSCI World Index		11/30/2005			9.45	%		–2.86	%		2.94	%

% Total Annual Operating Expense Ratios⁴	Class A			Class C			Class I			Class R
		1.27	%		2.02	%		1.02	%		1.52	%

Performance 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.

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Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Class C	$10,000	11/30/2005	$10,573	N.A.
Class I	$250,000	01/31/2006	$267,200	N.A.
Class R	$10,000	01/31/2006	$10,334	N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Fund Profile

Common Stock Sector Allocation (% of total investments)

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Top 10 Common Stock Holdings (% of total investments)


ENI SpA	2.6	%
U.S. Bancorp	2.5
Accenture PLC, Class A	2.5
PNC Financial Services Group, Inc.	2.4
Covidien PLC	2.4
International Business Machines Corp.	2.3
Apple, Inc.	2.2
Sanofi	2.1
Royal Dutch Shell PLC, Class A	2.1
Oracle Corp.	2.0
Total	23.1	%

Country Allocation (% of total investments)

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See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Endnotes and Additional Disclosures

MSCI World Index is an unmanaged index of equity securities in the developed markets. MSCI indices are net of foreign withholding taxes. Source: MSCI. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder. BofA Merrill Lynch Fixed Rate Preferred Securities Index is an unmanaged index of fixed-rate, preferred securities issued in the U.S. BofA Merrill Lynch^® indices not for redistribution or other uses; provided “as is”, without warranties, and with no liability. Eaton Vance has prepared this report, BofAML does not endorse it, or guarantee, review, or endorse Eaton Vance’s products. 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.

⁴	Source: Fund prospectus.

Fund profile subject to change due to active management.


		5

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)		Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	1,017.80	$	6.39		1.26	%
Class C	$	1,000.00	$	1,015.80	$	10.18		2.01	%
Class I	$	1,000.00	$	1,020.60	$	5.13		1.01	%
Class R	$	1,000.00	$	1,016.80	$	7.66		1.51	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,018.80	$	6.39		1.26	%
Class C	$	1,000.00	$	1,015.00	$	10.18		2.01	%
Class I	$	1,000.00	$	1,020.10	$	5.13		1.01	%
Class R	$	1,000.00	$	1,017.50	$	7.66		1.51	%


		6

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Portfolio of Investments


Common Stocks — 92.8%


Security	Shares		Value


Aerospace & Defense — 1.5%
United Technologies Corp.		77,000	$	6,018,320

			$	6,018,320


Beverages — 2.7%
Anheuser-Busch InBev NV		70,000	$	5,854,175
Heineken NV		75,000		4,628,456

			$	10,482,631


Capital Markets — 0.5%
Credit Suisse Group AG⁽¹⁾		90,000	$	2,092,981

			$	2,092,981


Chemicals — 3.5%
Linde AG		21,000	$	3,533,933
LyondellBasell Industries NV, Class A		84,000		4,484,760
PPG Industries, Inc.		50,000		5,854,000

			$	13,872,693


Commercial Banks — 7.2%
BNP Paribas		85,000	$	4,287,822
PNC Financial Services Group, Inc.		161,000		9,368,590
U.S. Bancorp		302,907		10,059,541
Wells Fargo & Co.		145,000		4,885,050

			$	28,601,003


Commercial Services & Supplies — 1.7%
Brambles, Ltd.		900,000	$	6,776,750

			$	6,776,750


Communications Equipment — 0.5%
QUALCOMM, Inc.		35,000	$	2,050,125

			$	2,050,125


Computers & Peripherals — 2.2%
Apple, Inc.		14,600	$	8,688,460

			$	8,688,460


Consumer Finance — 1.2%
Discover Financial Services		120,000	$	4,920,000

			$	4,920,000


Security	Shares		Value


Containers & Packaging — 0.7%
Amcor, Ltd.		350,000	$	2,867,306

			$	2,867,306


Diversified Financial Services — 1.1%
JPMorgan Chase & Co.		100,000	$	4,168,000

			$	4,168,000


Diversified Telecommunication Services — 2.5%
BCE, Inc.		45,000	$	1,964,700
Deutsche Telekom AG		155,000		1,768,317
Telstra Corp., Ltd.		1,420,000		6,102,444

			$	9,835,461


Electric Utilities — 1.4%
Edison International		75,000	$	3,520,500
Iberdrola SA		400,000		2,071,583

			$	5,592,083


Energy Equipment & Services — 2.0%
Schlumberger, Ltd.		60,559	$	4,210,667
Seadrill, Ltd.		90,000		3,646,823

			$	7,857,490


Food Products — 3.9%
Kraft Foods Group, Inc.⁽¹⁾		33,333	$	1,515,985
Mondelez International, Inc., Class A		240,000		6,369,600
Nestle SA		119,000		7,555,092

			$	15,440,677


Health Care Equipment & Supplies — 2.4%
Covidien PLC		170,000	$	9,341,500

			$	9,341,500


Health Care Providers & Services — 1.5%
HCA Holdings, Inc.		210,447	$	5,978,799

			$	5,978,799


Hotels, Restaurants & Leisure — 2.4%
McDonald’s Corp.		76,400	$	6,631,520
Wynn Resorts, Ltd.		24,706		2,990,908

			$	9,622,428


		7		See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Industrial Conglomerates — 2.0%
General Electric Co.		170,000	$	3,580,200
Orkla ASA		530,000		4,198,460

			$	7,778,660


Insurance — 5.3%
Aflac, Inc.		60,000	$	2,986,800
AXA SA		400,000		6,375,480
MetLife, Inc.		50,413		1,789,157
Old Mutual PLC		1,301,250		3,621,972
Prudential Financial, Inc.		65,000		3,708,250
Resolution, Ltd.		750,000		2,644,224

			$	21,125,883


IT Services — 4.8%
Accenture PLC, Class A		144,000	$	9,707,040
International Business Machines Corp.		46,781		9,100,308

			$	18,807,348


Machinery — 1.9%
Deere & Co.		55,000	$	4,699,200
PACCAR, Inc.		60,000		2,600,400

			$	7,299,600


Media — 0.6%
Time Warner Cable, Inc.		25,000	$	2,477,750

			$	2,477,750


Metals & Mining — 1.6%
Freeport-McMoRan Copper & Gold, Inc.		165,000	$	6,415,200

			$	6,415,200


Multi-Utilities — 3.1%
GDF Suez		270,000	$	6,197,132
National Grid PLC		375,000		4,276,705
Sempra Energy		23,000		1,604,250

			$	12,078,087


Oil, Gas & Consumable Fuels — 10.0%
Chevron Corp.		18,675	$	2,058,172
ENI SpA		455,000		10,469,963
Exxon Mobil Corp.		76,529		6,977,149
Occidental Petroleum Corp.		43,160		3,407,913
Phillips 66		97,000		4,574,520


Security	Shares		Value


Oil, Gas & Consumable Fuels (continued)
Royal Dutch Shell PLC, Class A		241,000	$	8,269,363
Total SA		75,000		3,777,765

			$	39,534,845


Pharmaceuticals — 6.8%
Abbott Laboratories		78,000	$	5,110,560
AstraZeneca PLC		140,000		6,492,465
Johnson & Johnson		36,785		2,605,114
Sanofi		96,000		8,431,431
Teva Pharmaceutical Industries, Ltd. ADR		100,000		4,042,000

			$	26,681,570


Road & Rail — 1.9%
Canadian National Railway Co.		54,000	$	4,664,520
Union Pacific Corp.		24,000		2,952,720

			$	7,617,240


Software — 3.6%
Microsoft Corp.		220,000	$	6,277,700
Oracle Corp.		250,000		7,762,500

			$	14,040,200


Specialty Retail — 9.3%
American Eagle Outfitters, Inc.		250,000	$	5,217,500
DSW, Inc., Class A		20,529		1,284,910
Home Depot, Inc. (The)		87,000		5,340,060
Industria de Diseno Textil SA		22,000		2,809,226
Kingfisher PLC		1,375,000		6,437,758
Limited Brands, Inc.		135,000		6,465,150
Lowe’s Companies, Inc.		60,000		1,942,800
TJX Companies, Inc. (The)		174,434		7,261,688

			$	36,759,092


Textiles, Apparel & Luxury Goods — 0.6%
Adidas AG		30,000	$	2,557,106

			$	2,557,106


Tobacco — 1.9%
British American Tobacco PLC		50,000	$	2,479,978
Japan Tobacco, Inc.		70,000		1,935,657
Philip Morris International, Inc.		35,000		3,099,600

			$	7,515,235


		8		See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Wireless Telecommunication Services — 0.5%
Vodafone Group PLC ADR		70,000	$	1,905,400

			$	1,905,400


Total Common Stocks (identified cost $318,518,913)			$	366,799,923


Preferred Stocks — 4.3%


Security	Shares		Value

Capital Markets — 0.4%
Affiliated Managers Group, Inc., 6.375%		3,105	$	80,924
Bank of New York Mellon Corp. (The), 5.20%		12,500		314,500
Charles Schwab Corp. (The), 7.00%⁽²⁾		600		699,858
Goldman Sachs Group, Inc. (The), Series I, 5.95%		7,500		187,875
State Street Corp., Series C, 5.25%		18,670		482,246

			$	1,765,403


Commercial Banks — 2.1%
Barclays Bank PLC, Series 3, 7.10%		20,500	$	517,215
CoBank ACB, Series F, 6.25%⁽²⁾⁽³⁾		3,100		328,019
Countrywide Capital V, 7.00%		10,000		250,700
Deutsche Bank Contingent Capital Trust III, 7.60%		20,000		535,400
Farm Credit Bank of Texas, Series 1, 10.00%		225		258,328
First Niagara Financial Group, Inc., Series B, 8.625%⁽²⁾		15,000		437,850
First Republic Bank, Series A, 6.70%		14,900		404,982
First Republic Bank, Series B, 6.20%		6,000		155,250
JPMorgan Chase & Co., Series 1, 7.90%⁽²⁾		700		809,303
KeyCorp, Series A, 7.75%		4,700		580,450
Lloyds Banking Group PLC, 6.657%⁽²⁾⁽³⁾		795		699,272
Morgan Stanley Capital Trust III, 6.25%		23,500		586,560
PNC Financial Services Group, Inc., Series O, 6.75%⁽²⁾		83		97,522
PNC Financial Services Group, Inc., Series P, 6.125%⁽²⁾		17,345		485,660
Regions Financial Corp., Series A, 6.375%		18,500		459,725
Texas Capital Bancshares, Inc., 6.50%		9,005		233,004
U.S. Bancorp, Series F, 6.50%⁽²⁾		17,000		505,750
Wells Fargo & Co., Series L, 7.50%		605		756,250
Wells Fargo & Co., Series N, 5.20%		3,382		86,545

			$	8,187,785


Consumer Finance — 0.3%
Ally Financial, Inc., Series A, 8.50%⁽²⁾		14,555	$	372,062
Capital One Financial Corp., Series B, 6.00%		11,300		283,743
Discover Financial Services, Series B, 6.50%		14,400		365,851

			$	1,021,656


Security	Shares		Value


Diversified Financial Services — 0.3%
General Electric Capital Corp., Series A, 7.125% to 6/15/22⁽⁴⁾		2.40	$	275,681
General Electric Capital Corp., Series B, 6.25% to 12/15/22⁽⁴⁾		3.05		333,902
RBS Capital Funding Trust VII, Series G, 6.08%		15		280,500
UBS AG, 7.625%		250		273,764

			$	1,163,847


Electric Utilities — 0.2%
NextEra Energy Capital Holdings, Inc., Series G, 5.70%		7,500	$	201,562
Southern California Edison Co., Series E, 6.25%⁽²⁾		500		559,847

			$	761,409


Food Products — 0.1%
Dairy Farmers of America, 7.875%⁽³⁾		4,700	$	480,428

			$	480,428


Insurance — 0.2%
Arch Capital Group, Ltd., Series C, 6.75%		17,000	$	460,595
Endurance Specialty Holdings, Ltd., Series A, 7.75%		5,000		137,350
Prudential PLC, 6.50%		170		171,166

			$	769,111


Machinery — 0.1%
Stanley Black & Decker, Inc., 5.75%		16,888	$	446,477

			$	446,477


Multi-Utilities — 0.1%
DTE Energy Co., Series C, 5.25%		9,400	$	239,512

			$	239,512


Real Estate Investment Trusts (REITs) — 0.5%
CapLease, Inc., Series A, 8.125%		13,000	$	327,600
Cedar Shopping Centers, Inc., Series A, 8.875%		2,697		69,529
Chesapeake Lodging Trust, Series A, 7.75%		15,000		400,350
DDR Corp., Series J, 6.50%		16,000		399,520
Sunstone Hotel Investors, Inc., Series D, 8.00%		14,000		366,625
Vornado Realty Trust, Series K, 5.70%		21,500		547,390

			$	2,111,014


Total Preferred Stocks (identified cost $15,958,404)			$	16,946,642


		9		See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Portfolio of Investments — continued


Corporate Bonds & Notes — 1.1%


Security	Principal Amount (000’s omitted)		Value


Commercial Banks — 0.2%
American Express Co., 6.80% to 9/1/16, 9/1/66⁽⁴⁾	$	350	$	381,500
Fifth Third Capital Trust IV, 6.50% to 4/15/17, 4/15/37, 4/15/67⁽⁴⁾⁽⁵⁾		400		402,500
Regions Bank, 6.45%, 6/26/37		20		20,700

			$	804,700


Electric Utilities — 0.1%
PPL Capital Funding, Inc., Series A, 6.70% to 3/30/17, 3/30/67⁽⁴⁾	$	400	$	421,901

			$	421,901


Industrial Conglomerates — 0.1%
Hutchison Whampoa International 12, Ltd., 6.00% to 5/7/17, 5/29/49⁽³⁾⁽⁴⁾	$	500	$	522,500

			$	522,500


Insurance — 0.4%
MetLife, Inc., 10.75% to 8/1/34, 8/1/39, 8/1/69⁽⁴⁾⁽⁵⁾	$	350	$	529,375
QBE Capital Funding III, Ltd., 7.25% to 5/24/21, 5/24/41⁽³⁾⁽⁴⁾		550		575,665
XL Capital, Ltd., Series E, 6.50% to 4/15/17, 12/29/49⁽⁴⁾		645		601,463

			$	1,706,503


Pipelines — 0.3%
Enterprise Products Operating, LLC, 7.00% to 6/1/17, 6/1/67⁽⁴⁾	$	510	$	556,368
Southern Union Co., 3.462%, 11/1/66⁽²⁾		520		430,950

			$	987,318


Total Corporate Bonds & Notes (identified cost $4,031,254)			$	4,442,922


Short-Term Investments — 1.9%


Description	Interest (000’s omitted)		Value

Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽⁶⁾	$	7,457	$	7,456,966


Total Short-Term Investments (identified cost $7,456,966)			$	7,456,966


Total Investments — 100.1% (identified cost $345,965,537)			$	395,646,453


Other Assets, Less Liabilities — (0.1)%			$	(488,295	)


Net Assets — 100.0%			$	395,158,158

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


ADR		–		American Depositary Receipt

⁽¹⁾	Non-income producing security.

⁽²⁾	Variable rate security. The stated interest rate represents the rate in effect at October 31, 2012.

⁽³⁾

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be sold in certain transactions (normally to qualified institutional buyers) and remain exempt from registration. At October 31, 2012, the aggregate value of these securities is $2,605,884 or 0.7% of the Fund’s net assets.

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

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

⁽⁶⁾	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2012.


		10		See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Portfolio of Investments — continued


Country Concentration of Portfolio


Country	Percentage of Total Investments			Value
United States		57.3	%	$	226,663,428
United Kingdom		9.3			36,645,080
France		7.4			29,069,630
Ireland		4.8			19,048,540
Australia		4.1			16,322,165
Italy		2.6			10,469,963
Switzerland		2.4			9,648,073
Netherlands		2.3			9,113,216
Germany		2.0			7,859,356
Norway		2.0			7,845,283
Belgium		1.5			5,854,175
Canada		1.2			4,664,520
Spain		1.2			4,880,809
Israel		1.0			4,042,000
Japan		0.5			1,935,657
Cayman Islands		0.3			1,123,963
Bermuda		0.1			460,595

Total Investments		100.0	%	$	395,646,453


		11		See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Unaffiliated investments, at value (identified cost, $338,508,571)	$	388,189,487
Affiliated investment, at value (identified cost, $7,456,966)		7,456,966
Restricted cash*		20,389
Foreign currency, at value (identified cost, $552,780)		558,788
Dividends and interest receivable		1,470,526
Interest receivable from affiliated investment		312
Receivable for Fund shares sold		359,586
Receivable for open forward foreign currency exchange contracts		972
Tax reclaims receivable		2,191,156
Total assets	$	400,248,182
Liabilities
Payable for investments purchased	$	3,435,674
Payable for open forward foreign currency exchange contracts		1,263
Payable for Fund shares redeemed		1,043,818
Payable to affiliates:
Investment adviser fee		220,933
Administration fee		50,985
Distribution and service fees		166,626
Trustees’ fees		1,390
Accrued expenses		169,335
Total liabilities	$	5,090,024
Net Assets	$	395,158,158
Sources of Net Assets
Paid-in capital	$	550,584,253
Accumulated net realized loss		(206,287,532	)
Accumulated undistributed net investment income		1,086,693
Net unrealized appreciation		49,774,744
Total	$	395,158,158
Class A Shares
Net Assets	$	212,233,380
Shares Outstanding		30,006,355
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	7.07
Maximum Offering Price Per Share
(100 ÷ 94.25 of net asset value per share)	$	7.50
Class C Shares
Net Assets	$	140,506,366
Shares Outstanding		20,024,835
Net Asset Value and Offering Price Per Share**
(net assets ÷ shares of beneficial interest outstanding)	$	7.02
Class I Shares
Net Assets	$	41,819,995
Shares Outstanding		5,917,832
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	7.07
Class R Shares
Net Assets	$	598,417
Shares Outstanding		84,755
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	7.06

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

*	Represents restricted cash on deposit at the custodian for open forward foreign currency exchange contracts.

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


		12		See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Dividends (net of foreign taxes, $355,123)	$	4,909,971
Dividends allocated from Portfolio (net of foreign taxes, $1,939,485)		24,657,475
Interest		60,890
Interest allocated from Portfolio		167,718
Interest allocated from affiliated investment		931
Expenses allocated from Portfolio		(2,292,620	)
Expenses allocated from affiliated investment		(84	)
Total investment income	$	27,504,281

Expenses
Investment adviser fee	$	507,334
Administration fee		604,076
Distribution and service fees
Class A		536,098
Class C		1,432,905
Class R		3,068
Trustees’ fees and expenses		1,848
Custodian fee		101,833
Transfer and dividend disbursing agent fees		355,181
Legal and accounting services		51,572
Printing and postage		77,684
Registration fees		67,240
Miscellaneous		23,177
Total expenses	$	3,762,016
Deduct —
Reduction of custodian fee	$	2
Total expense reductions	$	2

Net expenses	$	3,762,014

Net investment income	$	23,742,267

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	9,555,378
Investment transactions allocated from Portfolio		(6,478,633	)
Investment transactions allocated from affiliated investment		5
Foreign currency and forward foreign currency exchange contract transactions		(1,043,753	)
Foreign currency and forward foreign currency exchange contract transactions allocated from Portfolio		(341,306	)
Net realized gain	$	1,691,691
Change in unrealized appreciation (depreciation) —
Investments	$	(8,989,461	)
Investments allocated from Portfolio		14,355,377
Foreign currency and forward foreign currency exchange contract transactions		328,023
Foreign currency and forward foreign currency exchange contract transactions allocated from Portfolio		(375,013	)
Net change in unrealized appreciation (depreciation)	$	5,318,926

Net realized and unrealized gain	$	7,010,617

Net increase in net assets from operations	$	30,752,884


		13		See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	23,742,267		$	25,222,733
Net realized gain (loss) from investment, foreign currency and forward foreign currency exchange contract transactions		1,691,691			(147,185	)
Net change in unrealized appreciation (depreciation) from investments, foreign currency and forward foreign currency exchange contracts		5,318,926			(21,157,304	)
Net increase in net assets from operations	$	30,752,884		$	3,918,244
Distributions to shareholders —
From net investment income
Class A	$	(12,270,292	)	$	(14,579,555	)
Class C		(7,225,284	)		(8,765,184	)
Class I		(2,658,855	)		(3,065,538	)
Class R		(33,862	)		(32,095	)
Total distributions to shareholders	$	(22,188,293	)	$	(26,442,372	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	51,630,320		$	76,521,304
Class C		27,061,137			43,288,325
Class I		18,918,845			44,917,138
Class R		96,843			324,142
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		11,208,378			12,041,277
Class C		5,727,182			5,688,100
Class I		2,034,987			2,288,131
Class R		31,850			28,753
Cost of shares redeemed
Class A		(71,022,304	)		(93,384,415	)
Class C		(42,365,864	)		(43,063,350	)
Class I		(26,853,700	)		(30,004,574	)
Class R		(137,228	)		(203,971	)
Net increase (decrease) in net assets from Fund share transactions	$	(23,669,554	)	$	18,440,860

Net decrease in net assets	$	(15,104,963	)	$	(4,083,268	)

Net Assets
At beginning of year	$	410,263,121		$	414,346,389
At end of year	$	395,158,158		$	410,263,121

Accumulated undistributed net investment income included in net assets
At end of year	$	1,086,693		$	—


		14		See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Financial Highlights


	Class A
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	6.900		$	7.270		$	7.120		$	7.720		$	12.640

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.425	⁽²⁾	$	0.448	⁽³⁾	$	0.487	⁽⁴⁾	$	0.508		$	0.923
Net realized and unrealized gain (loss)		0.141			(0.350	)		0.141			(0.523	)		(5.087	)

Total income (loss) from operations	$	0.566		$	0.098		$	0.628		$	(0.015	)	$	(4.164	)

Less Distributions
From net investment income	$	(0.396	)	$	(0.468	)	$	(0.478	)	$	(0.585	)	$	(0.756	)

Total distributions	$	(0.396	)	$	(0.468	)	$	(0.478	)	$	(0.585	)	$	(0.756	)

Net asset value — End of year	$	7.070		$	6.900		$	7.270		$	7.120		$	7.720

Total Return⁽⁵⁾		8.35	%		1.36	%		9.13	%		0.50	%		(34.35	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	212,233		$	215,735		$	231,335		$	237,034		$	161,744
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		1.26	%		1.27	%		1.31	%		1.33	%		1.31	%
Net investment income		6.14	%⁽²⁾		6.11	%⁽³⁾		6.79	%⁽⁴⁾		7.49	%		8.72	%
Portfolio Turnover of the Portfolio⁽⁸⁾		97	%⁽⁹⁾		124	%		156	%		177	%		256	%
Portfolio Turnover of the Fund		35	%^(9)(10)		—			—			—			—

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Net investment income per share reflects special dividends (including allocated from the Portfolio) which amounted to $0.059 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 5.29%.

⁽³⁾	Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.091 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 4.87%.

⁽⁴⁾	Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.064 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 5.89%.

⁽⁵⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁶⁾	Includes the Fund’s share of the Portfolio’s allocated expenses for the period while the Fund was investing in the Portfolio.

⁽⁷⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁸⁾	Portfolio turnover represents the rate of portfolio activity for the period while the Fund was investing in the Portfolio.

⁽⁹⁾	Not annualized.

⁽¹⁰⁾	For the period from August 22, 2012 through October 31, 2012 when the Fund was making investments directly in securities.


		15		See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	6.850		$	7.220		$	7.080		$	7.680		$	12.580

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.369	⁽²⁾	$	0.391	⁽³⁾	$	0.432	⁽⁴⁾	$	0.446		$	0.837
Net realized and unrealized gain (loss)		0.147			(0.347	)		0.135			(0.509	)		(5.061	)

Total income (loss) from operations	$	0.516		$	0.044		$	0.567		$	(0.063	)	$	(4.224	)

Less Distributions
From net investment income	$	(0.346	)	$	(0.414	)	$	(0.427	)	$	(0.537	)	$	(0.676	)

Total distributions	$	(0.346	)	$	(0.414	)	$	(0.427	)	$	(0.537	)	$	(0.676	)

Net asset value — End of year	$	7.020		$	6.850		$	7.220		$	7.080		$	7.680

Total Return⁽⁵⁾		7.79	%		0.47	%		8.26	%		(0.21	)%		(34.86	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	140,506		$	147,083		$	149,034		$	137,459		$	108,613
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		2.01	%		2.02	%		2.06	%		2.08	%		2.06	%
Net investment income		5.38	%⁽²⁾		5.36	%⁽³⁾		6.07	%⁽⁴⁾		6.61	%		7.94	%
Portfolio Turnover of the Portfolio⁽⁸⁾		97	%⁽⁹⁾		124	%		156	%		177	%		256	%
Portfolio Turnover of the Fund		35	%^(9)(10)		—			—			—			—

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Net investment income per share reflects special dividends (including allocated from the Portfolio) which amounted to $0.059 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 4.53%.

⁽³⁾	Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.090 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 4.13%.

⁽⁴⁾	Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.062 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 5.19%.

⁽⁵⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁶⁾	Includes the Fund’s share of the Portfolio’s allocated expenses for the period while the Fund was investing in the Portfolio.

⁽⁷⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁸⁾	Portfolio turnover represents the rate of portfolio activity for the period while the Fund was investing in the Portfolio.

⁽⁹⁾	Not annualized.

⁽¹⁰⁾	For the period from August 22, 2012 through October 31, 2012 when the Fund was making investments directly in securities.


		16		See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	6.900		$	7.260		$	7.120		$	7.710		$	12.640

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.442	⁽²⁾	$	0.467	⁽³⁾	$	0.509	⁽⁴⁾	$	0.527		$	0.977
Net realized and unrealized gain (loss)		0.140			(0.337	)		0.128			(0.513	)		(5.125	)

Total income (loss) from operations	$	0.582		$	0.130		$	0.637		$	0.014		$	(4.148	)

Less Distributions
From net investment income	$	(0.412	)	$	(0.490	)	$	(0.497	)	$	(0.604	)	$	(0.782	)

Total distributions	$	(0.412	)	$	(0.490	)	$	(0.497	)	$	(0.604	)	$	(0.782	)

Net asset value — End of year	$	7.070		$	6.900		$	7.260		$	7.120		$	7.710

Total Return⁽⁵⁾		8.76	%		1.66	%		9.27	%		0.91	%		(34.28	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	41,820		$	46,856		$	33,513		$	16,221		$	2,155
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		1.01	%		1.02	%		1.06	%		1.08	%		1.06	%
Net investment income		6.39	%⁽²⁾		6.38	%⁽³⁾		7.15	%⁽⁴⁾		7.59	%		9.20	%
Portfolio Turnover of the Portfolio⁽⁸⁾		97	%⁽⁹⁾		124	%		156	%		177	%		256	%
Portfolio Turnover of the Fund		35	%^(9)(10)		—			—			—			—

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Net investment income per share reflects special dividends (including allocated from the Portfolio) which amounted to $0.060 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 5.53%.

⁽³⁾	Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.080 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 5.28%.

⁽⁴⁾	Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.056 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 6.37%.

⁽⁵⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁶⁾	Includes the Fund’s share of the Portfolio’s allocated expenses for the period while the Fund was investing in the Portfolio.

⁽⁷⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁸⁾	Portfolio turnover represents the rate of portfolio activity for the period while the Fund was investing in the Portfolio.

⁽⁹⁾	Not annualized.

⁽¹⁰⁾	For the period from August 22, 2012 through October 31, 2012 when the Fund was making investments directly in securities.


		17		See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Financial Highlights — continued


	Class R
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	6.900		$	7.260		$	7.120		$	7.720		$	12.660

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.407	⁽²⁾	$	0.427	⁽³⁾	$	0.494	⁽⁴⁾	$	0.528		$	0.847
Net realized and unrealized gain (loss)		0.135			(0.335	)		0.109			(0.557	)		(5.057	)

Total income (loss) from operations	$	0.542		$	0.092		$	0.603		$	(0.029	)	$	(4.210	)

Less Distributions
From net investment income	$	(0.382	)	$	(0.452	)	$	(0.463	)	$	(0.571	)	$	(0.730	)

Total distributions	$	(0.382	)	$	(0.452	)	$	(0.463	)	$	(0.571	)	$	(0.730	)

Net asset value — End of year	$	7.060		$	6.900		$	7.260		$	7.120		$	7.720

Total Return⁽⁵⁾		8.14	%		1.13	%		8.76	%		0.29	%		(34.63	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	598		$	589		$	464		$	282		$	71
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		1.51	%		1.52	%		1.56	%		1.58	%		1.56	%
Net investment income		5.89	%⁽²⁾		5.85	%⁽³⁾		6.95	%⁽⁴⁾		7.88	%		8.05	%
Portfolio Turnover of the Portfolio⁽⁸⁾		97	%⁽⁹⁾		124	%		156	%		177	%		256	%
Portfolio Turnover of the Fund		35	%^(9)(10)		—			—			—			—

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Net investment income per share reflects special dividends (including allocated from the Portfolio) which amounted to $0.058 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 5.05%.

⁽³⁾	Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.088 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 4.64%.

⁽⁴⁾	Net investment income per share reflects special dividends allocated from the Portfolio which amounted to $0.055 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 6.18%.

⁽⁵⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁶⁾	Includes the Fund’s share of the Portfolio’s allocated expenses for the period while the Fund was investing in the Portfolio.

⁽⁷⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁸⁾	Portfolio turnover represents the rate of portfolio activity for the period while the Fund was investing in the Portfolio.

⁽⁹⁾	Not annualized.

⁽¹⁰⁾	For the period from August 22, 2012 through October 31, 2012 when the Fund was making investments directly in securities.


		18		See Notes to Financial Statements.

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Global Dividend Income Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund’s investment objective is to achieve total return by investing primarily in a diversified portfolio of equity securities that pay dividends. Prior to August 22, 2012, the Fund invested all of its investable assets in interests in Global Dividend Income Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. As of the close of business on August 21, 2012, the Fund received its pro-rata share of cash and securities from the Portfolio as part of a complete liquidation of the Portfolio. As of August 22, 2012, the Fund invests directly in securities. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I and Class R shares are sold at net asset value and are not subject to a sales charge. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses.

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

A Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. The value of preferred equity securities that are valued by a pricing service on a bond basis will be adjusted by an income factor, to be determined by the investment adviser, to reflect the next anticipated regular dividend. Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Fund’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Fund’s Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities.

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

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


		19

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Notes to Financial Statements — continued

C Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Fund’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Prior to August 22, 2012, the net investment income or loss consisted of the Fund’s pro-rata share of the net investment income or loss of the Portfolio less all actual and accrued expenses of the Fund.

At October 31, 2012, the Fund, for federal income tax purposes, had a capital loss carryforward of $204,930,274 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2014 ($481,556), October 31, 2015 ($8,547,018), October 31, 2016 ($89,543,701), October 31, 2017 ($74,538,069), October 31, 2018 ($27,975,696) and October 31, 2019 ($3,844,234). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2012.

During the year ended October 31, 2012, a capital loss carryforward of $829,700 was utilized to offset net realized gains by the Fund.

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

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

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

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


		20

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Notes to Financial Statements — continued

2 Distributions to Shareholders

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

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Ordinary income	$	22,188,293	$	26,442,372

During the year ended October 31, 2012, accumulated net realized loss was decreased by $232,216, accumulated undistributed net investment income was decreased by $467,281 and paid-in capital was increased by $235,065 due to differences between book and tax accounting, primarily for foreign currency gain (loss), accretion of market discount, return of capital distributions from securities and distributions from real estate investment trusts (REITs). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	1,060,286
Capital loss carryforward	$	(204,930,274	)
Net unrealized appreciation	$	48,443,893

3 Investment Adviser and Administration 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 Fund. The fee is computed at an annual rate of 0.65% of the Fund’s average daily net assets up to $500 million, and is payable monthly. On net assets of $500 million and over, the annual fee is reduced. Prior to August 22, 2012, when the Fund’s assets were invested in the Portfolio, the Fund was allocated its share of the Portfolio’s adviser fee. The Portfolio paid advisory fees to BMR on the same fee schedule as that of the Fund as described above. For the year ended October 31, 2012, the Fund’s allocated portion of the adviser fee paid by the Portfolio totaled $2,113,104 and the adviser fee paid by the Fund amounted to $507,334. For the year ended October 31, 2012, the Fund’s investment adviser fee, including the adviser fee allocated from the Portfolio, was 0.65% of the Fund’s average daily net assets. The Fund invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $14,760 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $195,569 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. EVD also received distribution and service fees from Class A, Class C and Class R shares (see Note 4) and contingent deferred sales charges (see Note 5).


		21

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Notes to Financial Statements — continued

percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2012, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of the above organizations.

4 Distribution Plans

The Fund also has in effect distribution plans for Class C shares (Class C Plan) and Class R shares (Class R Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class C Plan, the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of Class C, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD. For the year ended October 31, 2012, the Fund paid or accrued to EVD $1,074,679 for Class C shares, representing 0.75% of the average daily net assets of Class C shares. At October 31, 2012, the amount of Uncovered Distribution Charges of EVD calculated under the Class C Plan was approximately $15,316,000.

The Class R Plan requires the Fund to pay EVD an amount up to 0.50% per annum of its average daily net assets attributable to Class R shares for providing ongoing distribution services and facilities to the Fund. The Trustees of the Trust have currently limited Class R distribution payments to 0.25% per annum of the average daily net assets attributable to Class R shares. For the year ended October 31, 2012, the Fund paid or accrued to EVD $1,534 for Class R shares.

Pursuant to the Class C and Class R Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $358,226 and $1,534 for Class C and Class R shares, respectively.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) of 1% generally is imposed on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class C Plan. CDSCs received on Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $200 and $22,000 of CDSCs paid by Class A and Class C shareholders, respectively.

6 Purchases and Sales of Investments

Purchases and sales of investments by the Portfolio, other than short-term obligations and investments transferred to the Fund, for the period from November 1, 2011 through August 21, 2012 aggregated $385,796,695 and $396,504,910, respectively. Purchases and sales of investments by the Fund, other than short-term obligations and investments acquired in the transfer of assets from the Portfolio, for the period from August 22, 2012 through October 31, 2012 aggregated $135,680,369 and $144,232,420, respectively. Increases and decreases in the Fund’s investment in the Portfolio for the period from November 1, 2011 through August 21, 2012 were $8,825,199 and $448,859,484, respectively. Included in decreases is $401,364,330, representing the Fund’s interest in the Portfolio as of the close of business on August 21, 2012, which was exchanged for the net assets of the Portfolio having the same fair value, consisting primarily of securities, cash and foreign currency on that date. The Fund’s cost of its investment in the Portfolio on such date of $342,935,779 was carried forward to the net assets acquired from the Portfolio and no gain or loss was recognized on the exchange.


		22

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Notes to Financial Statements — continued

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2012			2011

Sales		7,458,906			10,431,626
Issued to shareholders electing to receive payments of distributions in Fund shares		1,625,661			1,659,554
Redemptions		(10,326,061	)		(12,682,399	)

Net decrease		(1,241,494	)		(591,219	)

	Year Ended October 31,
Class C	2012			2011

Sales		3,935,447			5,937,372
Issued to shareholders electing to receive payments of distributions in Fund shares		837,098			791,365
Redemptions		(6,208,519	)		(5,918,937	)

Net increase (decrease)		(1,435,974	)		809,800

	Year Ended October 31,
Class I	2012			2011

Sales		2,737,132			6,018,771
Issued to shareholders electing to receive payments of distributions in Fund shares		295,489			316,085
Redemptions		(3,908,430	)		(4,155,789	)

Net increase (decrease)		(875,809	)		2,179,067

	Year Ended October 31,
Class R	2012			2011

Sales		14,217			44,877
Issued to shareholders electing to receive payments of distributions in Fund shares		4,621			3,976
Redemptions		(19,559	)		(27,292	)

Net increase (decrease)		(721	)		21,561

8 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	347,296,678

Gross unrealized appreciation	$	52,686,514
Gross unrealized depreciation		(4,336,739	)

Net unrealized appreciation	$	48,349,775


		23

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Notes to Financial Statements — continued

9 Financial Instruments

The Fund may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Fund has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

A summary of obligations under these financial instruments at October 31, 2012 is as follows:


Forward Foreign Currency Exchange Contracts


Sales
Settlement Date	Deliver	In Exchange For	Counterparty	Net Unrealized Appreciation (Depreciation)

11/30/12	Euro 5,418,241	United States Dollar 7,023,926	Citibank NA	$	(637	)
11/30/12	Euro 5,418,241	United States Dollar 7,025,535	Standard Chartered Bank		972
11/30/12	Euro 5,418,241	United States Dollar 7,023,937	State Street Bank and Trust Co.		(626	)

				$	(291	)

At October 31, 2012, the Fund had sufficient cash and/or securities to cover commitments under these contracts.

The Fund is subject to foreign exchange risk in the normal course of pursuing its investment objective. Because the Fund holds foreign currency denominated investments, the value of these investments and related receivables and payables may change due to future changes in foreign currency exchange rates. To hedge against this risk, the Fund enters into forward foreign currency exchange contracts. The Fund also enters into such contracts to hedge the currency risk of investments it anticipates purchasing.

The Fund enters into forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Fund’s net assets below a certain level over a certain period of time, which would trigger a payment by the Fund for those derivatives in a liability position. At October 31, 2012 the fair value of derivatives with credit-related contingent features in a net liability position was $1,263. The aggregate fair value of assets pledged as collateral by the Fund for such liability was $20,389 at October 31, 2012.

The non-exchange traded derivatives in which the Fund invests, including forward foreign currency exchange contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. At October 31, 2012, the maximum amount of loss the Fund would incur due to counterparty risk was $972, representing the fair value of such derivatives in an asset position, with the highest amount from any one counterparty being $972. To mitigate this risk, the Fund has entered into master netting agreements with substantially all its derivative counterparties, which allows it and a counterparty to aggregate amounts owed by each of them for derivative transactions under the agreement into a single net amount payable by either the Fund or the counterparty. Counterparties may be required to pledge collateral in the form of cash, U.S. Government securities or highly-rated bonds for the benefit of the Fund if the net amount due from the counterparty with respect to a derivative contract exceeds a certain threshold. The amount of collateral posted by the counterparties with respect to such contracts would also reduce the amount of any loss incurred.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is foreign exchange risk at October 31, 2012 was as follows:


	Fair Value
Derivative	Asset Derivative			Liability Derivative

Forward foreign currency exchange contracts	$	972	⁽¹⁾	$	(1,263	)⁽²⁾

⁽¹⁾	Statement of Assets and Liabilities location: Receivable for open forward foreign currency exchange contracts; Net unrealized appreciation.

⁽²⁾	Statement of Assets and Liabilities location: Payable for open forward foreign currency exchange contracts; Net unrealized appreciation.


		24

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Notes to Financial Statements — continued

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is foreign exchange risk for the year ended October 31, 2012 was as follows:


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

Forward foreign currency exchange contracts	$	(990,326	)⁽¹⁾	$	(291	)⁽²⁾

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

⁽²⁾	Statement of Operations location: Change in unrealized appreciation (depreciation) – Foreign currency and forward foreign currency exchange contracts.

The average notional amount of forward foreign currency exchange contracts outstanding during the year ended October 31, 2012, which is indicative of the volume of this derivative type, was approximately $4,275,000.

10 Line of Credit

11 Risks Associated with Foreign Investments

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

12 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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


		25

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Notes to Financial Statements — continued

At October 31, 2012, the hierarchy of inputs used in valuing the Fund’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3		Total

Common Stocks
Consumer Discretionary	$	39,612,286	$	11,804,090		$	—	$	51,416,376
Consumer Staples		10,985,185		22,453,358			—		33,438,543
Energy		21,228,421		26,163,914			—		47,392,335
Financials		41,885,388		19,022,479			—		60,907,867
Health Care		27,077,973		14,923,896			—		42,001,869
Industrials		24,515,360		10,975,210			—		35,490,570
Information Technology		43,586,133		—			—		43,586,133
Materials		16,753,960		6,401,239			—		23,155,199
Telecommunication Services		3,870,100		7,870,761			—		11,740,861
Utilities		5,124,750		12,545,420			—		17,670,170

Total Common Stocks	$	234,639,556	$	132,160,367	*	$	—	$	366,799,923

Preferred Stocks
Consumer Staples	$	—	$	480,428		$	—	$	480,428
Financials		8,531,940		6,486,876			—		15,018,816
Industrials		—		446,477			—		446,477
Utilities		239,512		761,409			—		1,000,921

Total Preferred Stocks	$	8,771,452	$	8,175,190		$	—	$	16,946,642

Corporate Bonds & Notes	$	—	$	4,442,922		$	—	$	4,442,922
Short-Term Investments		—		7,456,966			—		7,456,966

Total Investments	$	243,411,008	$	152,235,445		$	—	$	395,646,453

Forward Foreign Currency Exchange Contracts	$	—	$	972		$	—	$	972

Total	$	243,411,008	$	152,236,417		$	—	$	395,647,425

Liability Description

Forward Foreign Currency Exchange Contracts	$	—	$	(1,263	)	$	—	$	(1,263	)

Total	$	—	$	(1,263	)	$	—	$	(1,263	)

*	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.


		26

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Eaton Vance Global Dividend Income Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) including the portfolio of investments, as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Global Dividend Income Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2012


		27

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Federal Tax Information (Unaudited)

Qualified Dividend Income. The Fund designates approximately $19,803,797 or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2011 ordinary income dividends, 30.97% qualifies for the corporate dividends received deduction.


		28

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Management and Organization


Name and Year of Birth	Position(s) with the Trust	Length of Service	Principal Occupation(s) and Directorships 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 187 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust. Directorships in the Last Five Years.⁽¹⁾ Director of EVC and Hexavest Inc.


Noninterested Trustees

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

Benjamin C. Esty 1963	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾None.

Ronald A. Pearlman 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.


		29

Eaton Vance

Global Dividend Income Fund

October 31, 2012

Management and Organization — continued


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

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Since 1998	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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
Name and Year of Birth	Position(s) with the Trust	Length of Service	Principal Occupation(s) During Past Five Years

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

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

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

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

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

⁽¹⁾


		30

Eaton Vance Funds

IMPORTANT NOTICES

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


		31

This Page Intentionally Left Blank

Investment Adviser

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

LOGO


2634-12/12		DIVISRC

Eaton Vance

Emerging Markets Local

Income Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

Emerging Markets Local Income Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			17 and 53

Federal Tax Information			18

Management and Organization			54

Important Notices			57

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

Fund Performance

For the fiscal year ending October, 31, 2012, Eaton Vance Emerging Markets Local Income Fund’s (the Fund) Class A shares at net asset value (NAV) had a total return of 7.31%. By comparison, the Fund’s benchmark, the J.P. Morgan GBI-EM Global Diversified Index (the Index),2 gained 7.25% during the period.

The Fund’s investments in benchmark countries in Asia helped performance versus the Index, led by overweight positions in Malaysia and the Philippines. Malaysia’s economy has been a strong performer in the region, buoyed by robust domestic demand and government spending on infrastructure projects.

In the Philippines, economic growth was better than expected, and the country’s budget deficit narrowed. An underweight in South Africa also added value. Toward the end of the period, illegal strikes in the nation’s mining industry spread to the public sector.

In Latin America, the Fund’s exposure to benchmark countries had minimal impact on relative performance versus the Index. An overweight in Mexico was positive, but the benefit was offset by underweight positions in Brazil and Colombia. Economic data coming out of Mexico was strong, and the country had peaceful elections in July 2012. Brazil’s economy showed signs of improvement following a series of tax and interest-rate cuts, and Colombia’s investor-friendly policies attracted capital flows throughout the period.

In Central and Eastern Europe, the Fund’s benchmark positions detracted from relative results versus the Index because of underweight positions in Russia and Hungary. Despite the business climate in Russia, investors still sought the yields available on the country’s bonds. Yield-hungry investors also gravitated toward Hungarian sovereign debt, even though it was downgraded by all of the major credit ratings agencies.

Investments in non-benchmark countries contributed positively to performance versus the Index, driven by short-duration currency positions in Singapore, Georgia and Uruguay. Singapore’s central bank permitted steady appreciation of the Singapore dollar during the fiscal year to curb import inflation. In the Republic of Georgia, real GDP growth has been about 6% since 2004, unemployment and inflation have fallen, and foreign direct investment flows have been strong. Uruguay is more business-friendly than Brazil and Argentina and has been attracting a significant amount of foreign direct investment as a result.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Performance^2,3

Portfolio Managers John R. Baur and Michael A. Cirami, CFA


% Average Annual Total Returns	Inception Date		One Year			Five Years			Since Inception
Class A at NAV		06/27/2007		7.31	%		7.40	%		8.91	%
Class A with 4.75% Maximum Sales Charge		—		2.22			6.36			7.92
Class C at NAV		08/03/2010		6.57			—			4.92
Class C with 1% Maximum Sales Charge		—		5.57			—			4.92
Class I at NAV		11/30/2009		7.64			—			7.90
J.P. Morgan GBI-EM Global Diversified Index		06/27/2007		7.25	%		7.92	%		9.55	%


% Total Annual Operating Expense Ratios⁴			Class A			Class C			Class I
Gross				1.40	%		2.10	%		1.11	%
Net				1.25			1.95			0.95

Performance 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.

LOGO


Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Class C	$10,000	08/03/2010	$11,141	N.A.
Class I	$250,000	11/30/2009	$312,400	N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Fund Profile⁵

Asset Allocation (% of net assets)⁶

LOGO

*	Net securities sold short.


Foreign Currency Exposure (% of net assets)⁷
Malaysia	12.6	%	Hong Kong	1.7	%
Mexico	12.0		Platinum	1.2
Turkey	11.8		Norway	1.0
Brazil	11.0		Singapore	1.0
Poland	10.9		Sweden	1.0
Indonesia	9.8		Uruguay	0.7
Russia	9.1		Georgia	0.7
South Africa	8.6		Dominican Republic	0.4
Thailand	7.3		Bosnia and Herzegovina	0.3
Hungary	5.9		Chile	0.2
Serbia	4.8		Ghana	0.1
Nigeria	4.6		Egypt	0.0	*
Colombia	4.0		New Zealand	0.0	*
India	3.4		Costa Rica	0.0	*
Peru	3.1		Japan	-1.1
China	2.2		Australia	-1.4
South Korea	2.0		Taiwan	-2.6
Sri Lanka	2.0		Euro	-11.4

Philippines	2.0		Total Long	135.4

			Total Short	-16.5

			Total Net	118.9

*	Amount is less than 0.05%.

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Endnotes and Additional Disclosures

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

⁴

The Gross Expense Ratios are as stated in the Fund’s most recent prospectus. Net expense ratios exclude interest expenses associated with certain investment transactions. Net expense ratios reflect contractual expense reimbursements that continue through 2/28/13. Without the reimbursements, performance would have been lower.

⁵	Fund primarily invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund and may also invest directly. Unless otherwise noted, references to investments are to the aggregate holdings of the Fund and the Portfolio.

⁶	Other net assets represents other assets less liabilities and includes investment types, if any, each less than 1% of net assets. See Statement of Assets and Liabilities for details.

⁷	Currency exposures include all foreign exchange denominated assets, currency derivatives and commodities (including commodity derivatives). Total exposures may exceed 100% due to implicit leverage created by derivatives.

Fund profile subject to change due to active management.


		5

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)			Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	1,029.90	$	7.14	**		1.40	%
Class C	$	1,000.00	$	1,026.40	$	10.70	**		2.10	%
Class I	$	1,000.00	$	1,031.40	$	5.62	**		1.10	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,018.10	$	7.10	**		1.40	%
Class C	$	1,000.00	$	1,014.60	$	10.63	**		2.10	%
Class I	$	1,000.00	$	1,019.60	$	5.58	**		1.10	%

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


		6

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investment in Emerging Markets Local Income Portfolio, at value (identified cost, $616,240,187)	$	608,455,503
Receivable for Fund shares sold		1,882,151
Receivable from affiliate		2,053
Total assets	$	610,339,707

Liabilities
Payable for Fund shares redeemed	$	2,588,013
Distributions payable		745,188
Payable to affiliates:
Distribution and service fees		154,195
Trustees’ fees		42
Accrued expenses		177,477
Total liabilities	$	3,664,915
Net Assets	$	606,674,792

Sources of Net Assets
Paid-in capital	$	619,270,615
Accumulated net realized loss from Portfolio		(4,303,802	)
Accumulated distributions in excess of net investment income		(507,337	)
Net unrealized depreciation from Portfolio		(7,784,684	)
Total	$	606,674,792

Class A Shares
Net Assets	$	261,861,948
Shares Outstanding		26,265,324
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	9.97
Maximum Offering Price Per Share
(100 ÷ 95.25 of net asset value per share)	$	10.47

Class C Shares
Net Assets	$	101,084,872
Shares Outstanding		10,128,517
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	9.98

Class I Shares
Net Assets	$	243,727,972
Shares Outstanding		24,353,910
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	10.01

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.


		7		See Notes to Financial Statements.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest allocated from Portfolio (net of foreign taxes, $772,334)	$	38,513,478
Dividends allocated from Portfolio (net of foreign taxes, $2,231)		33,549
Expenses allocated from Portfolio		(5,764,048	)
Total investment income from Portfolio	$	32,782,979

Expenses
Distribution and service fees
Class A	$	805,932
Class C		978,749
Trustees’ fees and expenses		500
Custodian fee		38,345
Transfer and dividend disbursing agent fees		496,325
Legal and accounting services		30,830
Printing and postage		186,672
Registration fees		44,381
Miscellaneous		19,651
Total expenses	$	2,601,385
Deduct —
Allocation of expenses to affiliate	$	84,637
Total expense reductions	$	84,637

Net expenses	$	2,516,748

Net investment income	$	30,266,231

Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions (net of foreign capital gains taxes of $132,957) and (including a gain of $472,461 from precious metals)	$	(13,298,469	)
Securities sold short		45,058
Futures contracts		(106,978	)
Swap contracts		1,897,332
Forward commodity contracts		(318,252	)
Foreign currency and forward foreign currency exchange contract transactions		8,724,684
Net realized loss	$	(3,056,625	)
Change in unrealized appreciation (depreciation) —
Investments (including net decrease of $837,983 from precious metals)	$	10,589,376
Written options		502,332
Securities sold short		(1,649,084	)
Futures contracts		30,214
Swap contracts		1,886,506
Forward commodity contracts		543,136
Foreign currency and forward foreign currency exchange contracts		(1,990,426	)
Net change in unrealized appreciation (depreciation)	$	9,912,054

Net realized and unrealized gain	$	6,855,429

Net increase in net assets from operations	$	37,121,660


		8		See Notes to Financial Statements.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	30,266,231		$	22,683,875
Net realized loss from investment transactions, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, and foreign currency and forward foreign currency exchange contract transactions		(3,056,625	)		(12,674,560	)
Net change in unrealized appreciation (depreciation) from investments, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, foreign currency and forward foreign currency exchange contracts		9,912,054			(21,059,082	)
Net increase (decrease) in net assets from operations	$	37,121,660		$	(11,049,767	)
Distributions to shareholders —
From net investment income
Class A	$	(11,289,147	)	$	(13,766,599	)
Class C		(3,687,596	)		(3,432,849	)
Class I		(9,722,294	)		(8,012,176	)
From net realized gain
Class A		(1,304,242	)		—
Class C		(487,295	)		—
Class I		(1,167,310	)		—
Tax return of capital
Class A		(7,808,080	)		(6,681,169	)
Class C		(2,550,506	)		(1,666,022	)
Class I		(6,724,374	)		(3,888,448	)
Total distributions to shareholders	$	(44,740,844	)	$	(37,447,263	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	97,912,655		$	334,593,866
Class C		31,119,256			80,573,397
Class I		148,261,177			259,135,813
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		18,048,485			16,566,127
Class C		5,256,990			3,845,238
Class I		11,240,745			8,032,444
Cost of shares redeemed
Class A		(157,644,245	)		(192,302,074	)
Class C		(33,604,560	)		(12,406,580	)
Class I		(129,886,076	)		(82,306,954	)
Net increase (decrease) in net assets from Fund share transactions	$	(9,295,573	)	$	415,731,277

Net increase (decrease) in net assets	$	(16,914,757	)	$	367,234,247

Net Assets
At beginning of year	$	623,589,549		$	256,355,302
At end of year	$	606,674,792		$	623,589,549

Accumulated distributions in excess of net investment income included in net assets
At end of year	$	(507,337	)	$	(1,026,353	)


		9		See Notes to Financial Statements.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Financial Highlights


	Class A
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	10.020		$	10.830		$	9.850		$	8.280		$	10.770

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.504		$	0.470		$	0.450		$	0.487		$	0.475
Net realized and unrealized gain (loss)		0.190			(0.498	)		1.312			1.864			(1.727	)

Total income (loss) from operations	$	0.694		$	(0.028	)	$	1.762		$	2.351		$	(1.252	)

Less Distributions
From net investment income	$	(0.410	)	$	(0.527	)	$	(0.658	)	$	(0.781	)	$	(0.640	)
From net realized gain		(0.050	)		—			(0.026	)		—			(0.381	)
Tax return of capital		(0.284	)		(0.255	)		(0.098	)		—			(0.217	)

Total distributions	$	(0.744	)	$	(0.782	)	$	(0.782	)	$	(0.781	)	$	(1.238	)

Net asset value — End of year	$	9.970		$	10.020		$	10.830		$	9.850		$	8.280

Total Return⁽²⁾		7.31	%		(0.33	)%		18.65	%		30.05	%		(13.38	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	261,862		$	307,098		$	175,501		$	5,291		$	1,529
Ratios (as a percentage of average daily net assets):
Expenses^(3)(4)(5)		1.40	%⁽⁶⁾		1.33	%⁽⁶⁾		1.25	%		1.25	%		1.25	%
Net investment income		5.13	%		4.48	%		4.28	%		5.37	%		4.73	%
Portfolio Turnover of the Portfolio		24	%		16	%		17	%		26	%		38	%

⁽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⁾	The administrator subsidized certain operating expenses (equal to 0.01%, 0.07%, 0.36%, 4.25% and 4.63% of average daily net assets for the years ended October 31, 2012, 2011, 2010, 2009 and 2008, respectively).

⁽⁶⁾	Includes interest and dividend expense primarily on securities sold short of 0.15% and 0.08% for the years ended October 31, 2012 and 2011, respectively.


		10		See Notes to Financial Statements.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,						Period Ended October 31, 2010⁽¹⁾
	2012			2011			Period Ended October 31, 2010⁽¹⁾
Net asset value — Beginning of period	$	10.030		$	10.840		$	10.430

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.435		$	0.395		$	0.073
Net realized and unrealized gain (loss)		0.191			(0.497	)		0.510

Total income (loss) from operations	$	0.626		$	(0.102	)	$	0.583

Less Distributions
From net investment income	$	(0.370	)	$	(0.477	)	$	(0.128	)
From net realized gain		(0.050	)		—			(0.026	)
Tax return of capital		(0.256	)		(0.231	)		(0.019	)

Total distributions	$	(0.676	)	$	(0.708	)	$	(0.173	)

Net asset value — End of period	$	9.980		$	10.030		$	10.840

Total Return⁽³⁾		6.57	%		(1.02	)%		5.63	%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	101,085		$	99,260		$	34,064
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		2.10	%⁽⁸⁾		2.03	%⁽⁸⁾		1.95	%⁽⁹⁾
Net investment income		4.43	%		3.77	%		2.74	%⁽⁹⁾
Portfolio Turnover of the Portfolio		24	%		16	%		17	%⁽¹⁰⁾

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

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁶⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁷⁾	The administrator subsidized certain operating expenses (equal to 0.01%, 0.07% and 0.36% of average daily net assets for the years ended October 31, 2012 and 2011 and for the period from commencement of operations on August 3, 2010 to October 31, 2010, respectively).

⁽⁸⁾	Includes interest and dividend expense primarily on securities sold short of 0.15% and 0.08% for the years ended October 31, 2012 and 2011, respectively.

⁽⁹⁾	Annualized.

⁽¹⁰⁾	For the Portfolio’s year ended October 31, 2010.


		11		See Notes to Financial Statements.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31,						Period Ended October 31, 2010⁽¹⁾
	2012			2011			Period Ended October 31, 2010⁽¹⁾
Net asset value — Beginning of period	$	10.060		$	10.870		$	10.060

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.535		$	0.507		$	0.438
Net realized and unrealized gain (loss)		0.191			(0.505	)		1.115

Total income from operations	$	0.726		$	0.002		$	1.553

Less Distributions
From net investment income	$	(0.429	)	$	(0.547	)	$	(0.624	)
From net realized gain		(0.050	)		—			(0.026	)
Tax return of capital		(0.297	)		(0.265	)		(0.093	)

Total distributions	$	(0.776	)	$	(0.812	)	$	(0.743	)

Net asset value — End of period	$	10.010		$	10.060		$	10.870

Total Return⁽³⁾		7.64	%		(0.03	)%		16.13	%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	243,728		$	217,232		$	46,791
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		1.10	%⁽⁸⁾		1.04	%⁽⁸⁾		0.95	%⁽⁹⁾
Net investment income		5.43	%		4.81	%		4.51	%⁽⁹⁾
Portfolio Turnover of the Portfolio		24	%		16	%		17	%⁽¹⁰⁾

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

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁶⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁷⁾	The administrator subsidized certain operating expenses (equal to 0.01%, 0.07% and 0.36% of average daily net assets for the years ended October 31, 2012 and 2011 and for the period from commencement of operations on November 30, 2009 to October 31, 2010, respectively).

⁽⁸⁾	Includes interest and dividend expense primarily on securities sold short of 0.15% and 0.09% for the years ended October 31, 2012 and 2011, respectively.

⁽⁹⁾	Annualized.

⁽¹⁰⁾	For the Portfolio’s year ended October 31, 2010.


		12		See Notes to Financial Statements.

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Emerging Markets Local Income Fund (the Fund) is a non-diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Notes 5). Class I shares are sold at net asset value and are not subject to a sales charge. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Emerging Markets Local Income Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (78.5% at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolio. The consolidated financial statements of the Portfolio, including the consolidated portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

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

During the year ended October 31, 2012, a capital loss carryforward of $8,648,347 was utilized to offset net realized gains by the Fund.

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

2 Distributions to Shareholders


		13

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Notes to Financial Statements — continued

each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the reinvestment date or, at the election of the shareholder, receive distributions in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains and current year earnings and profits attributable to realized gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Ordinary income	$	24,699,037	$	25,211,624
Long-term capital gains	$	2,958,847	$	—
Tax return of capital	$	17,082,960	$	12,235,639

During the year ended October 31, 2012, accumulated net realized loss was decreased by $14,800,340, accumulated undistributed net investment income was decreased by $5,048,178 and paid-in capital was decreased by $9,752,162 due to differences between book and tax accounting, primarily for swap contracts, paydown gain (loss), premium amortization, foreign currency gain (loss), futures contracts, options contracts and the Portfolio’s investment in a subsidiary. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Net unrealized depreciation	$	(11,850,635	)
Other temporary differences	$	(745,188	)

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

3 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Eaton Vance Management (EVM) as compensation for investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.65% of the Fund’s average daily net assets that are not invested in other investment companies for which EVM or its affiliates serve as investment adviser or administrator (“Investable Assets”) up to $1 billion and is payable monthly. On Investable Assets of $1 billion and over, the annual fee is reduced. For the year ended October 31, 2012, the Fund incurred no investment adviser fee on Investable Assets. To the extent the Fund’s assets are invested in the Portfolio, the Fund is allocated its share of the Portfolio’s adviser fee. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Consolidated Financial Statements which are included elsewhere in this report. EVM also serves as the administrator of the Fund, but receives no compensation. EVM has agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 1.25%, 1.95% and 0.95% of the Fund’s average daily net assets for Class A, Class C and Class I, respectively. This agreement may be changed or terminated after February 28, 2013. Pursuant to this agreement, EVM was allocated $84,637 of the Fund’s operating expenses for the year ended October 31, 2012.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $10,792 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $112,413 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. EVD also received distribution and service fees from Class A and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Trustees and officers of the Fund who are members of EVM’s or BMR’s organizations receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.


		14

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Notes to Financial Statements — continued

4 Distribution Plans

Pursuant to the Class C Plan, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $244,687 for Class C shares.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) of 1% generally is imposed on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $77,000 and $6,000 of CDSCs paid by Class A and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investment in the Portfolio aggregated $96,085,220 and $152,857,858, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2012			2011

Sales		9,941,803			31,606,118
Issued to shareholders electing to receive payments of distributions in Fund shares		1,840,583			1,584,723
Redemptions		(16,163,479	)		(18,743,298	)

Net increase (decrease)		(4,381,093	)		14,447,543


	Year Ended October 31,
Class C	2012			2011

Sales		3,147,746			7,597,595
Issued to shareholders electing to receive payments of distributions in Fund shares		535,639			367,942
Redemptions		(3,449,990	)		(1,211,880	)

Net increase		233,395			6,753,657


		15

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Notes to Financial Statements — continued


	Year Ended October 31,
Class I	2012			2011

Sales		14,947,859			24,542,760
Issued to shareholders electing to receive payments of distributions in Fund shares		1,142,432			766,509
Redemptions		(13,340,483	)		(8,011,451	)

Net increase		2,749,808			17,297,818


		16

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Eaton Vance Emerging Markets Local Income Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Emerging Markets Local Income Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2012


		17

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Federal Tax Information (Unaudited)

The Form 1099-DIV you receive in January 2013 will show the tax status of all distributions paid to your account in calendar year 2012. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of the foreign tax credit and capital gains dividends.

Foreign Tax Credit. The Fund paid foreign taxes of $774,565 and recognized foreign source income of $37,954,091.

Capital Gains Dividends. The Fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2012, $3,690,126 or, if subsequently determined to be different, the net capital gain of such year.


		18

Emerging Markets Local Income Portfolio

October 31, 2012

Consolidated Portfolio of Investments


Foreign Government Bonds — 78.4%


Security		Principal Amount		Value


Albania — 0.6%
Republic of Albania, 7.50%, 11/4/15	EUR		3,500,000	$	4,630,656

Total Albania				$	4,630,656


Bermuda — 0.1%
Government of Bermuda, 5.603%, 7/20/20⁽¹⁾	USD		900,000	$	1,063,700

Total Bermuda				$	1,063,700


Bosnia and Herzegovina — 0.3%
Bosnia & Herzegovina Government Bond, 2.50%, 8/31/14	BAM		16,594	$	9,842
Bosnia & Herzegovina Government Bond, 2.50%, 9/30/14	BAM		86,137		51,752
Bosnia & Herzegovina Government Bond, 2.50%, 3/31/15	BAM		76,307		42,982
Bosnia & Herzegovina Government Bond, 2.50%, 8/31/15	BAM		120,409		66,782
Republic of Srpska, 1.50%, 6/30/23	BAM		262,652		93,124
Republic of Srpska, 1.50%, 10/30/23	BAM		193,820		65,379
Republic of Srpska, 1.50%, 12/15/23	BAM		47,963		16,055
Republic of Srpska, 1.50%, 5/31/25	BAM		5,336,944		1,547,730
Republic of Srpska, 1.50%, 6/9/25	BAM		533,631		156,452

Total Bosnia and Herzegovina				$	2,050,098


Brazil — 5.7%
Letra do Tesouro Nacional, 0.00%, 1/1/15	BRL		11,193,000	$	4,677,214
Nota do Tesouro Nacional, 6.00%, 5/15/15⁽²⁾	BRL		3,302,663		1,778,583
Nota do Tesouro Nacional, 10.00%, 1/1/14	BRL		23,509,000		11,889,636
Nota do Tesouro Nacional, 10.00%, 1/1/17	BRL		21,314,000		11,045,019
Nota do Tesouro Nacional, 10.00%, 1/1/21	BRL		16,127,000		8,376,146
Republic of Brazil, 10.25%, 1/10/28	BRL		620,000		396,839
Republic of Brazil, 12.50%, 1/5/16	BRL		10,030,000		6,205,015

Total Brazil				$	44,368,452


Chile — 0.2%
Government of Chile, 6.00%, 3/1/18	CLP		300,000,000	$	643,652
Government of Chile, 6.00%, 1/1/20	CLP		465,000,000		1,006,352

Total Chile				$	1,650,004


Colombia — 3.9%
Republic of Colombia, 7.75%, 4/14/21	COP		6,301,000,000	$	4,360,012
Republic of Colombia, 9.85%, 6/28/27	COP		8,093,000,000		6,914,394
Republic of Colombia, 12.00%, 10/22/15	COP		19,718,000,000		13,345,265


Security		Principal Amount		Value


Colombia (continued)
Titulos De Tesoreria B, 9.25%, 5/14/14	COP		2,500,000,000	$	1,452,561
Titulos De Tesoreria B, 11.25%, 10/24/18	COP		5,461,000,000		3,831,538

Total Colombia				$	29,903,770


Costa Rica — 0.0%⁽³⁾
Titulo Propiedad Ud, 1.00%, 1/12/22⁽²⁾	CRC		56,227,473	$	87,009
Titulo Propiedad Ud, 1.63%, 7/13/16⁽²⁾	CRC		6,316,817		11,959

Total Costa Rica				$	98,968


Cyprus — 0.2%
Republic of Cyprus, 3.75%, 6/3/13	EUR		1,110,000	$	1,330,821
Republic of Cyprus, 4.625%, 2/3/20	EUR		600,000		514,442

Total Cyprus				$	1,845,263


Dominican Republic — 0.4%
Dominican Republic “Bonos Internos” Total Return Linked Bond (Citibank NA), 13.00%, 2/25/13⁽⁴⁾	DOP		107,000,000	$	2,742,794

Total Dominican Republic				$	2,742,794


Georgia — 0.6%
Georgia Treasury Bond, 7.40%, 4/19/14	GEL		1,994,000	$	1,208,957
Georgia Treasury Bond, 8.90%, 1/12/14	GEL		850,000		523,266
Georgia Treasury Bond, 9.10%, 12/8/13	GEL		370,000		227,969
Georgia Treasury Bond, 9.80%, 4/26/17	GEL		403,000		260,024
Georgia Treasury Bond, 11.30%, 1/26/17	GEL		500,000		337,497
Georgia Treasury Bond, 12.20%, 5/13/13	GEL		1,484,000		920,110
Georgia Treasury Bond, 12.80%, 2/10/13	GEL		500,000		306,456
Georgia Treasury Bond, 13.80%, 12/16/12	GEL		1,246,000		757,948

Total Georgia				$	4,542,227


Germany — 0.8%
Bundesrepublik Deutschland, 4.75%, 7/4/34	EUR		3,150,000	$	5,859,687

Total Germany				$	5,859,687


Ghana — 0.1%
Ghana Government Bond, 23.00%, 8/21/17	GHS		1,400,000	$	837,795

Total Ghana				$	837,795


Hungary — 5.9%
Hungary Government Bond, 5.50%, 2/12/14	HUF		2,120,600,000	$	9,666,830
Hungary Government Bond, 5.50%, 2/12/16	HUF		367,700,000		1,650,751
Hungary Government Bond, 6.00%, 11/24/23	HUF		195,000,000		824,981


		19		See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security		Principal Amount		Value


Hungary (continued)
Hungary Government Bond, 6.50%, 6/24/19	HUF		579,100,000	$	2,643,773
Hungary Government Bond, 6.75%, 2/12/13	HUF		505,300,000		2,310,421
Hungary Government Bond, 6.75%, 2/24/17	HUF		1,554,520,000		7,217,809
Hungary Government Bond, 6.75%, 11/24/17	HUF		1,123,980,000		5,231,451
Hungary Government Bond, 7.00%, 6/24/22	HUF		435,000,000		2,005,057
Hungary Government Bond, 7.50%, 10/24/13	HUF		796,000,000		3,699,066
Hungary Government Bond, 7.50%, 11/12/20	HUF		668,800,000		3,203,239
Hungary Government Bond, 8.00%, 2/12/15	HUF		455,000,000		2,170,503
National Bank of Hungary, 8.875%, 11/1/13	USD		710,000		729,023
Republic of Hungary, 3.50%, 7/18/16	EUR		1,362,000		1,700,885
Republic of Hungary, 4.375%, 7/4/17	EUR		374,000		473,954
Republic of Hungary, 4.50%, 1/29/14	EUR		1,539,000		2,020,666

Total Hungary				$	45,548,409


Indonesia — 9.5%
Indonesia Government Bond, 7.00%, 5/15/27	IDR		31,377,000,000	$	3,534,608
Indonesia Government Bond, 7.375%, 9/15/16	IDR		74,748,000,000		8,360,873
Indonesia Government Bond, 8.25%, 7/15/21	IDR		4,730,000,000		578,819
Indonesia Government Bond, 8.25%, 6/15/32	IDR		30,296,000,000		3,783,452
Indonesia Government Bond, 8.375%, 9/15/26	IDR		14,100,000,000		1,776,262
Indonesia Government Bond, 9.00%, 9/15/13	IDR		26,300,000,000		2,834,195
Indonesia Government Bond, 9.00%, 9/15/18	IDR		13,080,000,000		1,603,122
Indonesia Government Bond, 9.50%, 6/15/15	IDR		33,485,000,000		3,842,363
Indonesia Government Bond, 9.50%, 7/15/23	IDR		35,245,000,000		4,733,582
Indonesia Government Bond, 9.50%, 7/15/31	IDR		118,958,000,000		16,533,985
Indonesia Government Bond, 9.50%, 5/15/41	IDR		5,702,000,000		810,331
Indonesia Government Bond, 10.00%, 7/15/17	IDR		10,200,000,000		1,265,153
Indonesia Government Bond, 10.00%, 9/15/24	IDR		22,100,000,000		3,086,062
Indonesia Government Bond, 10.00%, 2/15/28	IDR		8,560,000,000		1,218,274
Indonesia Government Bond, 10.25%, 7/15/27	IDR		22,325,000,000		3,209,089
Indonesia Government Bond, 10.50%, 8/15/30	IDR		30,978,000,000		4,634,606
Indonesia Government Bond, 10.50%, 7/15/38	IDR		10,900,000,000		1,671,031
Indonesia Government Bond, 11.00%, 11/15/20	IDR		14,560,000,000		2,034,366
Indonesia Government Bond, 11.00%, 9/15/25	IDR		16,440,000,000		2,453,279
Indonesia Government Bond, 11.25%, 5/15/14	IDR		16,743,000,000		1,903,218
Indonesia Government Bond, 11.50%, 9/15/19	IDR		25,200,000,000		3,510,201

Total Indonesia				$	73,376,871


Malaysia — 4.4%
Malaysia Government Bond, 3.502%, 5/31/27	MYR		4,125,000	$	1,329,149
Malaysia Government Bond, 3.741%, 2/27/15	MYR		24,076,000		8,027,670
Malaysia Government Bond, 3.814%, 2/15/17	MYR		7,003,000		2,358,209
Malaysia Government Bond, 4.012%, 9/15/17	MYR		10,786,000		3,665,678
Malaysia Government Bond, 4.16%, 7/15/21	MYR		26,063,000		8,969,531


Security		Principal Amount		Value


Malaysia (continued)
Malaysia Government Bond, 4.24%, 2/7/18	MYR		15,775,000	$	5,423,803
Malaysia Government Bond, 4.378%, 11/29/19	MYR		3,750,000		1,308,218
Malaysia Government Bond, 4.392%, 4/15/26	MYR		4,047,000		1,437,379
Malaysia Government Bond, 4.498%, 4/15/30	MYR		3,480,000		1,244,666

Total Malaysia				$	33,764,303


Mexico — 4.4%
Mexican Bonos, 7.25%, 12/15/16	MXN		20,800,000	$	1,716,726
Mexican Bonos, 7.50%, 6/3/27	MXN		30,480,000		2,669,530
Mexican Bonos, 7.75%, 12/14/17	MXN		9,500,000		811,027
Mexican Bonos, 8.00%, 12/19/13	MXN		61,900,000		4,899,635
Mexican Bonos, 8.00%, 6/11/20	MXN		21,018,000		1,868,167
Mexican Bonos, 8.50%, 12/13/18	MXN		6,832,600		608,016
Mexican Bonos, 8.50%, 5/31/29	MXN		39,000,000		3,703,007
Mexican Bonos, 8.50%, 11/18/38	MXN		36,100,000		3,425,985
Mexican Bonos, 9.50%, 12/18/14	MXN		23,060,000		1,923,458
Mexican Bonos, 10.00%, 12/5/24	MXN		63,550,000		6,716,401
Mexican Bonos, 10.00%, 11/20/36	MXN		56,570,000		6,125,200

Total Mexico				$	34,467,152


New Zealand — 2.8%
New Zealand Government Bond, 5.00%, 3/15/19	NZD		1,570,000	$	1,438,715
New Zealand Government Bond, 5.50%, 4/15/23	NZD		7,032,000		6,794,025
New Zealand Government Bond, 6.00%, 12/15/17	NZD		1,570,000		1,486,702
New Zealand Government Bond, 6.00%, 5/15/21	NZD		12,363,000		12,200,038

Total New Zealand				$	21,919,480


Nigeria — 0.4%
Nigeria Treasury Bond, 16.00%, 6/29/19	NGN		251,000,000	$	1,797,720
Nigeria Treasury Bond, 16.39%, 1/27/22	NGN		225,472,000		1,669,506

Total Nigeria				$	3,467,226


Peru — 2.6%
Republic of Peru, 6.90%, 8/12/37⁽¹⁾	PEN		2,367,000	$	1,125,318
Republic of Peru, 6.90%, 8/12/37	PEN		2,700,000		1,283,633
Republic of Peru, 6.90%, 8/12/37⁽⁵⁾	PEN		4,730,000		2,248,735
Republic of Peru, 6.95%, 8/12/31	PEN		2,000,000		942,157
Republic of Peru, 7.84%, 8/12/20	PEN		1,782,000		852,664
Republic of Peru, 7.84%, 8/12/20⁽⁵⁾	PEN		15,334,000		7,337,125
Republic of Peru, 8.20%, 8/12/26	PEN		5,775,000		3,053,742
Republic of Peru, 8.60%, 8/12/17	PEN		5,305,000		2,533,258
Republic of Peru, 9.91%, 5/5/15	PEN		1,760,000		790,795

Total Peru				$	20,167,427


		20		See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security		Principal Amount		Value


Philippines — 1.1%
Republic of the Philippines, 4.95%, 1/15/21	PHP		139,000,000	$	3,719,886
Republic of the Philippines, 6.25%, 1/14/36	PHP		150,000,000		4,280,675
Republic of the Philippines, 8.75%, 3/3/13	PHP		28,430,000		709,070

Total Philippines				$	8,709,631


Poland — 0.6%
Poland Government Bond, 5.25%, 10/25/17	PLN		3,575,000	$	1,176,624
Poland Government Bond, 5.75%, 9/23/22	PLN		5,420,000		1,860,844
Poland Government Bond, 6.25%, 10/24/15	PLN		2,900,000		966,862
Republic of Poland, 3.00%, 3/17/23	USD		662,000		656,755

Total Poland				$	4,661,085


Russia — 7.8%
Russia Foreign Bond, 7.85%, 3/10/18⁽¹⁾	RUB		630,000,000	$	21,557,045
Russia Foreign Bond, 7.85%, 3/10/18⁽⁵⁾	RUB		250,000,000		8,554,383
Russia Government Bond, 7.00%, 6/3/15	RUB		240,063,000		7,718,019
Russia Government Bond, 7.10%, 3/13/14	RUB		449,000,000		14,432,089
Russia Government Bond, 7.35%, 1/20/16	RUB		68,000,000		2,203,037
Russia Government Bond, 7.40%, 6/14/17	RUB		103,974,000		3,375,582
Russia Government Bond, 7.60%, 4/14/21	RUB		88,535,000		2,887,499

Total Russia				$	60,727,654


Serbia — 3.0%
Serbia Treasury Bill, 0.00%, 11/22/12	RSD		401,520,000	$	4,547,510
Serbia Treasury Bill, 0.00%, 4/4/13	RSD		237,360,000		2,563,840
Serbia Treasury Bill, 0.00%, 4/25/13	RSD		539,100,000		5,790,453
Serbia Treasury Bill, 0.00%, 11/8/13	RSD		202,000,000		2,017,594
Serbia Treasury Bill, 0.00%, 12/12/13	RSD		673,400,000		6,622,499
Serbia Treasury Bill, 0.00%, 1/30/14	RSD		76,900,000		739,019
Serbia Treasury Bill, 0.00%, 3/13/14	RSD		23,880,000		224,237
Serbia Treasury Bond, 10.00%, 4/27/15	RSD		109,590,000		1,105,168

Total Serbia				$	23,610,320


Slovenia — 0.7%
Republic of Slovenia, 4.125%, 1/26/20	EUR		300,000	$	361,237
Republic of Slovenia, 4.375%, 1/18/21	EUR		2,650,000		3,180,621
Republic of Slovenia, 5.50%, 10/26/22⁽¹⁾	USD		1,852,000		1,859,068

Total Slovenia				$	5,400,926


South Africa — 5.5%
Republic of South Africa, 6.25%, 3/31/36	ZAR		64,175,000	$	5,725,898
Republic of South Africa, 6.75%, 3/31/21	ZAR		45,745,000		5,308,533
Republic of South Africa, 7.00%, 2/28/31	ZAR		19,600,000		1,987,239


Security		Principal Amount		Value


South Africa (continued)
Republic of South Africa, 7.25%, 1/15/20	ZAR		32,400,000	$	3,905,275
Republic of South Africa, 7.50%, 1/15/14	ZAR		34,500,000		4,088,588
Republic of South Africa, 8.25%, 9/15/17	ZAR		19,430,000		2,468,292
Republic of South Africa, 8.75%, 12/21/14	ZAR		29,990,000		3,721,103
Republic of South Africa, 10.50%, 12/21/26	ZAR		30,356,000		4,331,911
Republic of South Africa, 13.50%, 9/15/15	ZAR		81,005,000		11,315,457

Total South Africa				$	42,852,296


Sri Lanka — 0.6%
Republic of Sri Lanka, 5.875%, 7/25/22⁽¹⁾	USD		1,140,000	$	1,266,483
Republic of Sri Lanka, 6.25%, 10/4/20⁽¹⁾	USD		950,000		1,068,750
Republic of Sri Lanka, 6.25%, 10/4/20⁽⁵⁾	USD		390,000		438,750
Sri Lanka Government Bond, 8.50%, 1/15/13	LKR		170,340,000		1,300,330
Sri Lanka Government Bond, 10.50%, 4/1/13	LKR		49,400,000		377,092

Total Sri Lanka				$	4,451,405


Thailand — 3.6%
Kingdom of Thailand, 3.125%, 12/11/15	THB		120,041,000	$	3,932,798
Kingdom of Thailand, 3.85%, 12/12/25	THB		62,668,000		2,106,068
Kingdom of Thailand, 3.875%, 6/13/19	THB		44,600,000		1,519,155
Kingdom of Thailand, 4.25%, 3/13/13	THB		124,861,000		4,094,182
Kingdom of Thailand, 4.50%, 4/9/24	THB		61,371,000		2,192,935
Kingdom of Thailand, 4.75%, 12/20/24	THB		30,000,000		1,097,571
Kingdom of Thailand, 5.25%, 5/12/14	THB		275,409,000		9,303,424
Kingdom of Thailand, 5.67%, 3/13/28	THB		92,500,000		3,753,828

Total Thailand				$	27,999,961


Turkey — 11.8%
Turkey Government Bond, 0.00%, 7/17/13	TRY		25,300,000	$	13,504,060
Turkey Government Bond, 4.00%, 4/1/20⁽²⁾	TRY		10,846,458		6,985,906
Turkey Government Bond, 8.00%, 10/9/13	TRY		15,615,000		8,819,230
Turkey Government Bond, 9.00%, 1/27/16	TRY		5,100,000		2,994,561
Turkey Government Bond, 9.00%, 3/8/17	TRY		13,255,000		7,860,566
Turkey Government Bond, 9.50%, 1/12/22	TRY		2,090,000		1,282,566
Turkey Government Bond, 10.00%, 1/9/13	TRY		6,225,000		3,506,663
Turkey Government Bond, 10.00%, 4/10/13	TRY		29,195,000		16,608,983
Turkey Government Bond, 10.00%, 6/17/15	TRY		23,800,000		14,220,251
Turkey Government Bond, 10.50%, 1/15/20	TRY		6,051,000		3,887,156
Turkey Government Bond, 11.00%, 8/6/14	TRY		17,891,000		10,649,761
Turkey Government Bond, 16.00%, 8/28/13	TRY		1,330,000		799,484

Total Turkey				$	91,119,187


		21		See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security		Principal Amount		Value


Uruguay — 0.3%
Monetary Regulation Bill, 0.00%, 1/11/13	UYU		7,500,000	$	372,730
Monetary Regulation Bill, 0.00%, 8/15/13	UYU		5,900,000		276,968
Monetary Regulation Bill, 0.00%, 2/27/14⁽²⁾	UYU		1,981,103		97,913
Republic of Uruguay, 4.375%, 12/15/28⁽²⁾	UYU		18,296,141		1,103,327
Uruguay Notas Del Teso, 10.25%, 8/22/15	UYU		7,240,000		372,997

Total Uruguay				$	2,223,935


Venezuela — 0.5%
Bolivarian Republic of Venezuela, 7.00%, 3/31/38⁽⁵⁾	USD		1,297,000	$	933,840
Bolivarian Republic of Venezuela, 9.25%, 5/7/28⁽⁵⁾	USD		1,368,100		1,214,189
Bolivarian Republic of Venezuela, 11.75%, 10/21/26⁽⁵⁾	USD		1,639,000		1,667,682

Total Venezuela				$	3,815,711


Total Foreign Government Bonds (identified cost $612,729,617)				$	607,876,393


Common Stocks — 0.4%


Security		Shares		Value

France — 0.1%
Sanofi			2,403	$	211,049
Total SA			4,163		209,691

Total France				$	420,740


Germany — 0.2%
Deutsche EuroShop AG			16,011	$	654,369
Deutsche Wohnen AG			33,254		609,023
GSW Immobilien AG			15,096		620,510

Total Germany				$	1,883,902


Luxembourg — 0.1%
GAGFAH SA⁽⁶⁾			49,517	$	563,546

Total Luxembourg				$	563,546


Total Common Stocks (identified cost $2,463,626)				$	2,868,188



Precious Metals — 1.0%


Description		Troy Ounces		Value
Platinum⁽⁶⁾			4,784	$	7,508,916


Total Precious Metals (identified cost $8,395,923)				$	7,508,916

Currency Call Options Purchased — 0.1%

Description

Counterparty

Principal
Amount
of
Contracts
(000’s
omitted)

Strike
Price

Expiration
Date

Value

Indian Rupee

Australia and New
Zealand Banking
Group
Limited

INR
153,000

INR 54.00

8/12/13

51,592

Indian Rupee

Australia
and New
Zealand Banking
Group
Limited

INR
123,000

INR 54.00

8/12/13

41,476

Indian Rupee

Bank of America

INR
204,774

INR 52.00

5/6/13

28,431

Indian Rupee

Bank of
America

INR
186,766

INR 52.00

5/6/13

25,931

Indian Rupee

Bank of America

INR
187,000

INR 55.00

7/1/13

86,386

Indian Rupee

Bank of America

INR
155,000

INR 54.00

8/12/13

52,267

Indian Rupee

Bank of America

INR
173,000

INR 55.00

8/16/13

79,597

Indian Rupee

Barclays
Bank PLC

INR
205,061

INR 52.00

5/6/13

28,471

Indian Rupee

Barclays Bank PLC

INR
153,000

INR 54.00

8/12/13

51,593

Indian Rupee

Deutsche Bank

INR
161,200

INR 51.00

5/8/13

14,120

Indian Rupee

Deutsche Bank

INR
150,000

INR 54.00

8/12/13

50,581

Indian Rupee

Goldman Sachs
International

INR
187,000

INR 51.00

5/8/13

16,380

Indian Rupee

Goldman Sachs
International

INR
154,000

INR 55.00

7/1/13

71,141

Indian Rupee

Goldman
Sachs
International

INR
100,000

INR 54.00

8/12/13

33,721

Indian Rupee

Goldman Sachs
International

INR
110,000

INR 55.00

8/19/13

50,926

Indian Rupee

HSBC Bank USA

INR
190,800

INR 53.00

7/3/13

44,207

Indian Rupee

JPMorgan
Chase
Bank

INR
159,000

INR 53.00

7/3/13

36,839

Indian Rupee

JPMorgan Chase Bank

INR
108,000

INR 54.00

8/12/13

36,418

Indian Rupee

JPMorgan Chase Bank

INR
105,000

INR 54.00

8/12/13

35,407

Indian Rupee

Standard Chartered
Bank

INR
165,900

INR 52.00

5/6/13

23,034

Indian Rupee

Standard
Chartered
Bank

INR
106,000

INR 53.00

7/3/13

24,560

Total Currency Call Options Purchased
(identified cost $733,333)

883,078

Currency Put Options Purchased — 0.0%⁽³⁾

Description

Counterparty

Principal
Amount
of
Contracts
(000’s
omitted)

Strike
Price

Expiration
Date

Value

Yuan
Offshore Renminbi

Barclays Bank PLC

CNH
21,665

CNH 6.50

5/20/13

8,206

Yuan Offshore Renminbi

Citibank NA

CNH
20,488

CNH 6.50

5/20/13

7,760


		22		See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued

Description

Counterparty

Principal
Amount
of
Contracts
(000’s
omitted)

Strike
Price

Expiration
Date

Value

Yuan Offshore Renminbi

HSBC
Bank USA

CNH
23,153

CNH 6.50

5/20/13

8,769

Yuan Offshore Renminbi

Standard
Chartered Bank

CNH
19,403

CNH 6.50

5/20/13

7,349

Total Currency Put Options Purchased
(identified cost $111,836)

32,084

Put Options Purchased — 0.1%

Description

Number of
Contracts

Strike
Price

Expiration
Date

Value

Brent Crude Oil Future 9/2013

95.00

8/12/13

581,000

Total Put Options Purchased
(identified cost $587,640)

581,000



Short-Term Investments — 20.3%

Foreign Government Securities — 10.4%


Security		Principal Amount (000’s omitted)		Value


Bosnia and Herzegovina — 0.0%⁽³⁾
Bosnia & Herzegovina Government Bond, 2.50%, 8/31/13	BAM		6	$	4,069

Total Bosnia and Herzegovina				$	4,069


Croatia — 0.6%
Croatia Treasury Bill, 0.00%, 11/15/12	EUR		380	$	492,086
Croatia Treasury Bill, 0.00%, 11/22/12	EUR		173		223,906
Croatia Treasury Bill, 0.00%, 11/29/12	EUR		422		545,873
Croatia Treasury Bill, 0.00%, 1/24/13	EUR		410		527,960
Croatia Treasury Bill, 0.00%, 1/31/13	EUR		225		289,738
Croatia Treasury Bill, 0.00%, 2/7/13	EUR		180		231,645
Croatia Treasury Bill, 0.00%, 2/28/13	EUR		389		499,657
Croatia Treasury Bill, 0.00%, 3/14/13	EUR		463		593,930
Croatia Treasury Bill, 0.00%, 3/28/13	EUR		389		498,340
Croatia Treasury Bill, 0.00%, 4/4/13	EUR		320		409,756

Total Croatia				$	4,312,891


Georgia — 0.1%
Georgia Treasury Bill, 0.00%, 5/23/13	GEL		570	$	331,279
Georgia Treasury Bill, 0.00%, 7/18/13	GEL		300		172,684

Total Georgia				$	503,963


Security		Principal Amount (000’s omitted)		Value


Nigeria — 4.1%
Nigeria Treasury Bill, 0.00%, 2/7/13	NGN		143,000	$	878,307
Nigeria Treasury Bill, 0.00%, 2/21/13	NGN		820,274		5,013,969
Nigeria Treasury Bill, 0.00%, 3/7/13	NGN		2,163,500		13,124,468
Nigeria Treasury Bill, 0.00%, 3/28/13	NGN		175,600		1,063,435
Nigeria Treasury Bill, 0.00%, 4/4/13	NGN		87,800		530,406
Nigeria Treasury Bill, 0.00%, 4/11/13	NGN		139,000		833,490
Nigeria Treasury Bill, 0.00%, 5/9/13	NGN		82,600		491,243
Nigeria Treasury Bill, 0.00%, 5/23/13	NGN		128,000		760,004
Nigeria Treasury Bill, 0.00%, 9/5/13	NGN		1,633,000		9,294,459

Total Nigeria				$	31,989,781


Philippines — 0.6%
Philippine Treasury Bill, 0.00%, 11/7/12	PHP		28,980	$	703,448
Philippine Treasury Bill, 0.00%, 3/6/13	PHP		82,120		1,990,391
Philippine Treasury Bill, 0.00%, 7/24/13	PHP		58,940		1,422,205
Philippine Treasury Bill, 0.00%, 8/7/13	PHP		22,810		550,137

Total Philippines				$	4,666,181


Serbia — 2.0%
Serbia Treasury Bill, 0.00%, 1/17/13	RSD		26,350	$	292,723
Serbia Treasury Bill, 0.00%, 2/13/13	RSD		609,300		6,704,099
Serbia Treasury Bill, 0.00%, 4/11/13	RSD		10,470		112,804
Serbia Treasury Bill, 0.00%, 5/23/13	RSD		117,950		1,253,232
Serbia Treasury Bill, 0.00%, 6/13/13	RSD		19,800		208,782
Serbia Treasury Bill, 0.00%, 6/28/13	RSD		630,700		6,614,374
Serbia Treasury Bill, 0.00%, 10/31/13	RSD		44,700		448,071

Total Serbia				$	15,634,085


South Korea — 0.6%
Korea Monetary Stabilization Bond, 0.00%, 11/13/12	KRW		533,380	$	488,573
Korea Monetary Stabilization Bond, 0.00%, 12/11/12	KRW		659,000		601,818
Korea Monetary Stabilization Bond, 0.00%, 12/18/12	KRW		2,210,520		2,018,859
Korea Monetary Stabilization Bond, 0.00%, 12/25/12	KRW		1,488,510		1,358,848

Total South Korea				$	4,468,098


Sri Lanka — 2.0%
Sri Lanka Treasury Bill, 0.00%, 11/2/12	LKR		164,870	$	1,265,474
Sri Lanka Treasury Bill, 0.00%, 12/21/12	LKR		214,130		1,620,819
Sri Lanka Treasury Bill, 0.00%, 2/1/13	LKR		23,440		175,306
Sri Lanka Treasury Bill, 0.00%, 3/1/13	LKR		531,440		3,937,005
Sri Lanka Treasury Bill, 0.00%, 3/8/13	LKR		18,920		139,826
Sri Lanka Treasury Bill, 0.00%, 3/8/13	LKR		134,000		990,313


		23		See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security		Principal Amount (000’s omitted)		Value


Sri Lanka (continued)
Sri Lanka Treasury Bill, 0.00%, 3/29/13	LKR		136,490	$	1,001,421
Sri Lanka Treasury Bill, 0.00%, 4/12/13	LKR		46,830		341,900
Sri Lanka Treasury Bill, 0.00%, 8/30/13	LKR		586,380		4,088,050
Sri Lanka Treasury Bill, 0.00%, 10/4/13	LKR		57,530		396,406
Sri Lanka Treasury Bill, 0.00%, 11/1/13	LKR		185,450		1,265,825

Total Sri Lanka				$	15,222,345


Uruguay — 0.4%
Monetary Regulation Bill, 0.00%, 11/5/12	UYU		14,411	$	728,943
Monetary Regulation Bill, 0.00%, 2/15/13	UYU		3,770		185,639
Monetary Regulation Bill, 0.00%, 3/22/13⁽²⁾	UYU		16,562		833,933
Monetary Regulation Bill, 0.00%, 4/26/13⁽²⁾	UYU		5,469		274,898
Monetary Regulation Bill, 0.00%, 5/31/13⁽²⁾	UYU		10,885		546,942
Monetary Regulation Bill, 0.00%, 7/5/13⁽²⁾	UYU		18,643		935,232

Total Uruguay				$	3,505,587


Total Foreign Government Securities (identified cost $79,781,611)				$	80,307,000


U.S. Treasury Obligations — 2.3%


Security		Principal Amount (000’s omitted)		Value
U.S. Treasury Bill, 0.00%, 11/15/12⁽⁷⁾		$	14,904	$	14,903,627
U.S. Treasury Bill, 0.00%, 11/29/12⁽⁷⁾			3,000		2,999,796


Total U.S. Treasury Obligations (identified cost $17,903,007)				$	17,903,423


Repurchase Agreements — 3.9%


Description		Principal Amount (000’s omitted)		Value
Bank of America:
Dated 10/5/12 with a maturity date of 12/7/12, an interest rate of 0.10% payable by the Portfolio and repurchase proceeds of EUR 965,394, collateralized by EUR 820,000 Government of France 3.75%, due 10/25/19 and a market value, including accrued interest, of $1,216,597.	EUR		966	$	1,251,497


Description		Principal Amount (000’s omitted)		Value

Dated 10/15/12 with a maturity date of 11/16/12, an interest rate of 0.12% payable by the Portfolio and repurchase proceeds of EUR 6,280,518, collateralized by EUR 5,450,000 Government of France 3.75%, due 4/25/17 and a market value, including accrued interest, of $8,109,386.	EUR		6,281	$	8,141,277
Dated 10/23/12 with a maturity date of 1/24/13, an interest rate of 0.65% payable by the Portfolio and repurchase proceeds of EUR 812,428, collateralized by EUR 700,000 European Investment Bank 3.625%, due 1/15/21 and a market value, including accrued interest, of $1,063,565.	EUR		814		1,054,742
Dated 10/23/12 with a maturity date of 1/24/13, an interest rate of 0.65% payable by the Portfolio and repurchase proceeds of EUR 1,105,201, collateralized by EUR 900,000 European Investment Bank 4.625%, due 4/15/20 and a market value, including accrued interest, of $1,445,791.	EUR		1,107		1,434,837
Dated 10/23/12 with a maturity date of 1/24/13, an interest rate of 0.65% payable by the Portfolio and repurchase proceeds of EUR 1,171,643, collateralized by EUR 980,000 European Investment Bank 4.25%, due 4/15/19 and a market value, including accrued interest, of $1,529,249.	EUR		1,174		1,521,096
Barclays Bank PLC:
Dated 10/15/12 with a maturity date of 11/19/12, an interest rate of 0.10% payable by the Portfolio and repurchase proceeds of EUR 2,708,107, collateralized by EUR 2,225,000 Government of France 4.00%, due 10/25/38 and a market value, including accrued interest, of $3,336,615.	EUR		2,708		3,510,423
Citibank NA:
Dated 10/24/12 with a maturity date of 11/29/12, an interest rate of 0.08% payable by the Portfolio and repurchase proceeds of EUR 5,324,183, collateralized by EUR 4,610,000 Government of France 4.00%, due 10/25/38 and a market value, including accrued interest, of $6,913,166.	EUR		5,325		6,901,412
Nomura International PLC:
Dated 10/9/12 with a maturity date of 11/12/12, an interest rate of 0.06% payable by the Portfolio and repurchase proceeds of EUR 3,546,208, collateralized by EUR 3,150,000 Belgium Kingdom Government Bond 3.75%, due 9/28/20 and a market value, including accrued interest, of $4,604,919.	EUR		3,546		4,596,652


		24		See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Description		Principal Amount (000’s omitted)		Value

Dated 10/24/12 with a maturity date of 1/28/13, an interest rate of 0.07% payable by the Portfolio and repurchase proceeds of EUR 1,505,596, collateralized by EUR 1,500,000 Bundesrepublik Deutschland 0.50%, due 4/7/17 and a market value, including accrued interest, of $1,959,815	EUR		1,506	$	1,951,823


Total Repurchase Agreements (identified cost $30,335,942)				$	30,363,759


Other — 3.7%
Description		Interest (000’s omitted)		Value
Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽⁸⁾		$	28,664	$	28,664,279


Total Other (identified cost $28,664,279)				$	28,664,279


Total Short-Term Investments (identified cost $156,684,839)				$	157,238,461


Total Investments — 100.3% (identified cost $781,706,814)				$	776,988,120

Currency Call Options Written — (0.1)%

Description

Counter
party

Principal
Amount
of
Contracts
(000’s
omitted)

Strike
Price

Expiration
Date

Value

Indian Rupee

Bank of
America

INR
208,818

INR 54.00

8/12/13

(70,415

)

Indian Rupee

Citibank NA

INR
198,558

INR 54.00

8/12/13

(66,955

)

Indian Rupee

Deutsche Bank

INR
106,752

INR 54.00

8/12/13

(35,997

)

Indian Rupee

Goldman Sachs
International

INR
173,000

INR 55.00

8/16/13

(79,983

)

Indian Rupee

HSBC Bank USA

INR
216,702

INR 54.00

8/12/13

(73,073

)

Indian Rupee

JPMorgan Chase
Bank

INR
110,000

INR 55.00

8/19/13

(50,926

)

Indian Rupee

Nomura
International
PLC

INR
216,702

INR 54.00

8/12/13

(73,073

)

Indian Rupee

Standard
Chartered Bank

INR
99,468

INR 54.00

8/12/13

(33,541

)

Total Currency Call Options Written
(premiums received $965,937)

(483,963

)

Currency Put Options Written — (0.0)%⁽³⁾

Description

Counter
party

Principal
Amount
of
Contracts
(000’s
omitted)

Strike
Price

Expiration
Date

Value

Indian Rupee

Bank of
America

INR
110,500

INR 65.00

7/1/13

(7,863

)

Indian Rupee

Goldman Sachs
International

INR
91,000

INR 65.00

7/1/13

(6,476

)

Indian Rupee

HSBC
Bank
USA

INR
115,200

INR 64.00

7/3/13

(10,405

)

Indian Rupee

JPMorgan
Chase Bank

INR
96,000

INR 64.00

7/3/13

(8,671

)

Indian Rupee

Standard
Chartered Bank

INR
64,000

INR 64.00

7/3/13

(5,781

)

Total Currency Put Options Written
(premiums received $197,403)

(39,196

)

Other Assets, Less Liabilities — (0.2)%

(1,372,085

)

Net Assets — 100.0%

775,092,876

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


BAM	—	Bosnia-Herzegovina Convertible Mark
BRL	—	Brazilian Real
CLP	—	Chilean Peso
CNH	—	Yuan Offshore Renminbi
COP	—	Colombian Peso
CRC	—	Costa Rican Colon
DOP	—	Dominican Peso
EUR	—	Euro
GEL	—	Georgian Lari
GHS	—	Ghanaian Cedi
HUF	—	Hungarian Forint
IDR	—	Indonesian Rupiah
INR	—	Indian Rupee
KRW	—	South Korean Won
LKR	—	Sri Lankan Rupee
MXN	—	Mexican Peso
MYR	—	Malaysian Ringgit
NGN	—	Nigerian Naira
NZD	—	New Zealand Dollar
PEN	—	Peruvian New Sol
PHP	—	Philippine Peso
PLN	—	Polish Zloty
RSD	—	Serbian Dinar
RUB	—	Russian Ruble
THB	—	Thai Baht
TRY	—	New Turkish Lira
USD	—	United States Dollar


		25		See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


UYU	—	Uruguayan Peso
ZAR	—	South African Rand

⁽¹⁾

⁽²⁾	Inflation-linked security whose principal is adjusted for inflation based on changes in a designated inflation index or inflation rate for the applicable country. Interest is calculated based on the inflation-adjusted principal.

⁽³⁾	Amount is less than 0.05%.

⁽⁴⁾	Represents a structured security whose market value and interest rate are linked to the performance of the underlying security.

⁽⁵⁾

⁽⁶⁾	Non-income producing.

⁽⁷⁾	Security (or a portion thereof) has been pledged to cover collateral requirements on open financial contracts and/or securities sold short.

⁽⁸⁾	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2012.


Securities Sold Short — (4.4)%

Foreign Government Bonds — (3.9)%


Security		Principal Amount (000’s omitted)			Value



Belgium — (0.6)%
Belgium Kingdom Government Bond, 3.75%, 9/28/20	EUR		(3,150	)	$	(4,590,657	)

Total Belgium					$	(4,590,657	)


France — (2.5)%
Government of France, 3.75%, 4/25/17	EUR		(5,450	)	$	(7,971,493	)
Government of France, 3.75%, 10/25/19	EUR		(820	)		(1,215,832	)
Government of France, 4.00%, 10/25/38	EUR		(6,835	)		(10,242,985	)

Total France					$	(19,430,310	)


Germany — (0.3)%
Bundesrepublik Deutschland, 0.50%, 4/7/17	EUR		(1,500	)	$	(1,954,276	)

Total Germany					$	(1,954,276	)


Security		Principal Amount (000’s omitted)			Value


Supranational — (0.5)%
European Investment Bank, 3.625%, 1/15/21	EUR		(700	)	$	(1,037,343	)
European Investment Bank, 4.25%, 4/15/19	EUR		(980	)		(1,499,669	)
European Investment Bank, 4.625%, 4/15/20	EUR		(900	)		(1,416,228	)

Total Supranational					$	(3,953,240	)


Total Foreign Government Bonds (proceeds $28,926,403)					$	(29,928,483	)


Common Stocks — (0.5)%


Security		Shares			Value

China — (0.5)%
Agricultural Bank of China, Ltd., Class H			(2,120,000	)	$	(910,707	)
Bank of China, Ltd., Class H			(2,277,000	)		(932,846	)
China Construction Bank Corp., Class H			(1,373,000	)		(1,031,053	)
Industrial & Commercial Bank of China, Class H			(1,675,000	)		(1,102,986	)


Total Common Stocks (proceeds $3,491,181)					$	(3,977,592	)


Total Securities Sold Short (proceeds $32,417,584)					$	(33,906,075	)


		26		See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2012

Consolidated Statement of Assets and Liabilities


Assets	October 31, 2012
Investments —
Securities of unaffiliated issuers, at value (identified cost, $744,646,612)	$	740,814,925
Affiliated investment, at value (identified cost, $28,664,279)		28,664,279
Precious metals, at value (identified cost, $8,395,923)		7,508,916
Total Investments, at value (identified cost, $781,706,814)	$	776,988,120
Cash	$	1,740,296
Foreign currency, at value (identified cost, $7,545,596)		7,560,229
Cash collateral for securities sold short		4,249,550
Interest and dividends receivable		10,904,246
Interest receivable from affiliated investment		3,308
Receivable for variation margin on open futures contracts		121,458
Receivable for open forward foreign currency exchange contracts		2,301,764
Receivable for closed forward foreign currency exchange contracts		415,502
Receivable for open swap contracts		12,455,364
Receivable for closed swap contracts		14,428
Receivable for closed options		23,685
Premium paid on open swap contracts		6,016,940
Total assets	$	822,794,890

Liabilities
Written options outstanding, at value (premiums received, $1,163,340)	$	523,159
Payable for investments purchased		1,293,856
Payable for open forward foreign currency exchange contracts		5,135,857
Payable for closed forward foreign currency exchange contracts		376,724
Payable for open swap contracts		3,705,714
Premium payable on open swap contracts		282,184
Premium received on open swap contracts		1,199,337
Payable for securities sold short, at value (proceeds, $32,417,584)		33,906,075
Payable to affiliates:
Investment adviser fee		431,059
Trustees’ fees		2,500
Interest payable		638,322
Accrued expenses		207,227
Total liabilities	$	47,702,014
Net Assets applicable to investors’ interest in Portfolio	$	775,092,876

Sources of Net Assets
Investors’ capital	$	774,838,454
Net unrealized appreciation		254,422
Total	$	775,092,876


		27		See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2012

Consolidated Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest (net of foreign taxes, $993,649)	$	49,533,876
Dividends (net of foreign taxes, $2,873)		43,178
Interest allocated from affiliated investment		33,308
Expenses allocated from affiliated investment		(4,558	)
Total investment income	$	49,605,804

Expenses
Investment adviser fee	$	4,959,810
Trustees’ fees and expenses		30,478
Custodian fee		1,106,039
Legal and accounting services		134,564
Interest expense		28,270
Interest and dividends on securities sold short		1,114,976
Miscellaneous		41,979
Total expenses	$	7,416,116
Deduct —
Reduction of custodian fee	$	944
Total expense reductions	$	944

Net expenses	$	7,415,172

Net investment income	$	42,190,632

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions (net of foreign capital gains taxes of $170,913) and (including a gain of $614,608 from precious metals)	$	(14,972,490	)
Investment transactions allocated from affiliated investment		481
Securities sold short		58,070
Futures contracts		(152,535	)
Swap contracts		2,480,491
Forward commodity contracts		(414,003	)
Foreign currency and forward foreign currency exchange contract transactions		11,333,574
Net realized loss	$	(1,666,412	)
Change in unrealized appreciation (depreciation) —
Investments (including net decrease of $1,054,551 from precious metals)	$	12,563,187
Written options		640,181
Securities sold short		(2,105,686	)
Futures contracts		60,021
Swap contracts		2,392,371
Forward commodity contracts		705,490
Foreign currency and forward foreign currency exchange contracts		(2,173,734	)
Net change in unrealized appreciation (depreciation)	$	12,081,830

Net realized and unrealized gain	$	10,415,418

Net increase in net assets from operations	$	52,606,050


		28		See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2012

Consolidated Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	42,190,632		$	33,035,889
Net realized loss from investment transactions, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, and foreign currency and forward foreign currency exchange contract transactions		(1,666,412	)		(12,441,570	)
Net change in unrealized appreciation (depreciation) from investments, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, foreign currency and forward foreign currency exchange contracts		12,081,830			(30,104,043	)
Net increase (decrease) in net assets from operations	$	52,606,050		$	(9,509,724	)
Capital transactions —
Contributions	$	100,744,364		$	495,269,928
Withdrawals		(181,643,952	)		(83,021,660	)
Net increase (decrease) in net assets from capital transactions	$	(80,899,588	)	$	412,248,268

Net increase (decrease) in net assets	$	(28,293,538	)	$	402,738,544

Net Assets
At beginning of year	$	803,386,414		$	400,647,870
At end of year	$	775,092,876		$	803,386,414


		29		See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2012

Consolidated Supplementary Data


	Year Ended October 31,
Ratios/Supplemental Data	2012			2011			2010			2009			2008
Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.97	%⁽²⁾		0.92	%⁽²⁾		0.93	%		0.91	%		0.96	%
Net investment income		5.53	%		4.90	%		5.30	%		5.70	%		5.51	%
Portfolio Turnover		24	%		16	%		17	%		26	%		38	%

Total Return		7.78	%		0.13	%		19.03	%		30.48	%		(13.13	)%

Net assets, end of year (000’s omitted)	$	775,093		$	803,386		$	400,648		$	116,040		$	60,837

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

⁽²⁾	Includes interest and dividend expense primarily on securities sold short of 0.15% and 0.08% for the years ended October 31, 2012 and 2011, respectively.


		30		See Notes to Consolidated Financial Statements.

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements

1 Significant Accounting Policies

Emerging Markets Local Income Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a non-diversified, open-end management investment company. The Portfolio’s investment objective is total return. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2012, Eaton Vance Emerging Markets Local Income Fund, Eaton Vance Strategic Income Fund, Eaton Vance International (Cayman Islands) Strategic Income Fund and Eaton Vance International (Cayman Islands) Emerging Markets Local Income Fund held an interest of 78.5%, 17.6%, 2.9% and 1.0%, respectively, in the Portfolio.

The Portfolio seeks to gain exposure to the commodity markets, in whole or in part, through investments in Eaton Vance EMLIP Commodity Subsidiary, Ltd. (the Subsidiary), a wholly-owned subsidiary of the Portfolio organized under the laws of the Cayman Islands with the same objective and investment policies and restrictions as the Portfolio. The Portfolio may invest up to 25% of its total assets in the Subsidiary. The net assets of the Subsidiary at October 31, 2012 were $38,702,626 or 5.0% of the Portfolio’s consolidated net assets. The accompanying consolidated financial statements include the accounts of the Subsidiary. Intercompany balances and transactions have been eliminated in consolidation.

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

A Investment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned, fixed-rate 30-year mortgage-backed securities as noted below) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Most seasoned, fixed-rate 30-year mortgage-backed securities are valued through the use of the investment adviser’s matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers. Short-term obligations purchased with a remaining maturity of sixty days or less (excluding those that are non-U.S. dollar denominated, which typically are valued by a pricing service or dealer quotes) are generally valued at amortized cost, which approximates market value. Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the 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. Precious metals are valued at the New York composite mean quotation reported by Bloomberg at the valuation time. Exchange-traded options are valued at the mean between the bid and asked prices at valuation time as reported by the Options Price Reporting Authority for U.S. listed options or by the relevant exchange or board of trade for non-U.S. listed options. Over-the-counter options (including options on securities, indices and foreign currencies) are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the volatility of the underlying instrument and the period of time until option expiration. Financial and commodities futures contracts are valued at the closing settlement price established by the board of trade or exchange on which they are traded. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. Forward commodity contracts are generally valued based on the price of the underlying futures or forward contract provided by the exchange on which the underlying instruments are traded or if unavailable, based on forward rates provided by broker/dealers. Interest rate and cross-currency swaps are normally valued using valuations provided by a third party pricing service. Such pricing service valuations are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract. Future cash flows are discounted to their present value using swap rates provided by electronic data services or by broker/dealers. Credit default swaps are normally valued using valuations provided by a third party pricing service. The pricing services employ electronic data processing techniques to determine the present value based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary models. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or


		31

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

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

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.

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.


		32

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

variation margin, are made or received by the Portfolio each business day, depending on the daily fluctuations in the value of the underlying security, commodity or currency, and are recorded as unrealized gains or losses by the Portfolio. Gains (losses) are realized upon the expiration or closing of the financial or commodities futures contracts. Should market conditions change unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial or commodities futures contracts and may realize a loss. Futures contracts have minimal counterparty risk as they are exchange traded and the clearinghouse for the exchange is substituted as the counterparty, guaranteeing counterparty performance.


		33

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

As the seller, the Portfolio may create economic leverage to its portfolio because, in addition to its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Portfolio also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Upfront payments or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. For financial reporting purposes, unamortized upfront payments, if any, are netted with unrealized appreciation or depreciation on swap contracts to determine the market value of swaps as presented in Notes 5 and 8. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to the notional amount of the credit default swaps of which it is the seller. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to any unrealized depreciation of the credit default swaps of which it is the buyer, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

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

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

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio and the Subsidiary. Pursuant to the investment advisory agreement between the Portfolio and BMR and the investment advisory agreement between the Subsidiary and BMR, the Portfolio and Subsidiary each pay BMR a fee at an annual rate of 0.650% of its respective average daily net assets up to $1 billion, 0.625% from $1 billion but less than $2 billion, 0.600% from $2 billion but less than $5 billion, and 0.575% of average daily net assets of $5 billion or more, and is payable monthly. In determining the investment adviser fee for the Portfolio and Subsidiary, the applicable advisory fee rate is based on the average daily net assets of the Portfolio (inclusive of its interest in the Subsidiary). Such fee rate is then assessed separately on the Portfolio’s average daily net assets (exclusive of its interest in the Subsidiary) and the Subsidiary’s average daily net assets to determine the amount of the investment adviser fee. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2012, the Portfolio’s investment adviser amounted to $4,959,810 or 0.65% of the Portfolio’s consolidated average daily net assets.

Trustees and officers of the Portfolio who are members of EVM’s or BMR’s organizations receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2012, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.


		34

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities, paydowns and securities sold short, for the year ended October 31, 2012 were as follows:


	Purchases		Sales

Investments (non-U.S. Government)	$	147,802,374	$	137,087,893
U.S. Government and Agency Securities		—		21,012,384

	$	147,802,374	$	158,100,277

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	791,595,809

Gross unrealized appreciation	$	21,904,688
Gross unrealized depreciation		(36,512,377	)

Net unrealized depreciation	$	(14,607,689	)

The net unrealized appreciation on written options, securities sold short, futures contracts, swap contracts, foreign currency and forward foreign currency exchange contracts at October 31, 2012 on a federal income tax basis was $9,153,227.

5 Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include written options, forward foreign currency exchange contracts, futures contracts and swap contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

A summary of obligations under these financial instruments at October 31, 2012 is as follows:


Forward Foreign Currency Exchange Contracts


Sales
Settlement Date	Deliver	In Exchange For	Counterparty	Net Unrealized Appreciation (Depreciation)


11/5/12	New Taiwan Dollar 44,152,000	United States Dollar 1,475,422	Australia and New Zealand Banking Group Limited	$	(35,973	)
11/5/12	New Taiwan Dollar 32,965,000	United States Dollar 1,101,587	Citibank NA		(26,859	)
11/5/12	New Taiwan Dollar 36,993,000	United States Dollar 1,236,190	JPMorgan Chase Bank		(30,141	)
11/5/12	New Taiwan Dollar 42,795,000	United States Dollar 1,430,027	Nomura International PLC		(34,916	)
11/7/12	New Turkish Lira 3,633,448	United States Dollar 1,994,427	Barclays Bank PLC		(31,020	)
11/8/12	Serbian Dinar 97,070,000	Euro 850,000	Deutsche Bank		(4,464	)


		35

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Forward Foreign Currency Exchange Contracts (continued)


Sales
Settlement Date	Deliver	In Exchange For	Counterparty	Net Unrealized Appreciation (Depreciation)

11/13/12	Polish Zloty 8,174,691	Euro 1,988,661	Barclays Bank PLC	$	19,856
11/15/12	Euro 380,000	United States Dollar 515,728	Goldman Sachs International		23,136
11/15/12	Japanese Yen 659,000,000	United States Dollar 8,418,498	Goldman Sachs International		162,610
11/16/12	New Taiwan Dollar 51,757,000	United States Dollar 1,729,153	BNP Paribas SA		(42,520	)
11/16/12	New Taiwan Dollar 46,827,000	United States Dollar 1,564,185	JPMorgan Chase Bank		(38,731	)
11/16/12	New Taiwan Dollar 49,705,000	United States Dollar 1,660,320	Nomura International PLC		(41,112	)
11/19/12	Euro 2,360,000	United States Dollar 3,099,010	Goldman Sachs International		39,645
11/19/12	Singapore Dollar 1,644,000	United States Dollar 1,335,565	Goldman Sachs International		(12,173	)
11/20/12	Euro 23,000,332	United States Dollar 28,297,242	Australia and New Zealand Banking Group Limited		(1,519,299	)
11/20/12	Euro 15,474,650	United States Dollar 19,212,558	Bank of America		(848,045	)
11/20/12	Euro 997,019	United States Dollar 1,225,162	Goldman Sachs International		(67,326	)
11/22/12	Serbian Dinar 88,900,000	Euro 779,278	Citibank NA		775
11/22/12	Serbian Dinar 47,220,000	Euro 413,377	Citibank NA		(293	)
11/23/12	Euro 173,000	United States Dollar 235,091	Credit Suisse International		10,817
11/26/12	Euro 5,780,926	United States Dollar 7,497,861	State Street Bank and Trust Co.		3,351
11/29/12	Euro 422,000	United States Dollar 566,240	Standard Chartered Bank		19,136
11/29/12	Malaysian Ringgit 4,710,000	United States Dollar 1,526,495	Goldman Sachs International		(16,618	)
12/3/12	New Zealand Dollar 6,636,940	United States Dollar 5,483,208	Australia and New Zealand Banking Group Limited		35,738
12/3/12	New Zealand Dollar 20,130,638	United States Dollar 16,651,057	Goldman Sachs International		128,228
12/7/12	New Taiwan Dollar 61,405,000	United States Dollar 2,059,879	Barclays Bank PLC		(42,034	)
12/7/12	New Taiwan Dollar 67,873,000	United States Dollar 2,277,235	Nomura International PLC		(46,079	)
12/10/12	Euro 6,920,745	United States Dollar 9,017,731	Deutsche Bank		44,214
12/17/12	Australian Dollar 10,590,000	United States Dollar 10,801,853	Deutsche Bank		(151,329	)
12/24/12	New Taiwan Dollar 44,080,200	United States Dollar 1,506,552	Australia and New Zealand Banking Group Limited		(2,576	)


		36

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Forward Foreign Currency Exchange Contracts (continued)


Sales
Settlement Date	Deliver	In Exchange For	Counterparty	Net Unrealized Appreciation (Depreciation)

12/24/12	New Taiwan Dollar 55,100,250	United States Dollar 1,882,997	Citibank NA	$	(3,414	)
12/24/12	New Taiwan Dollar 47,753,550	United States Dollar 1,631,930	Nomura International PLC		(2,958	)
1/24/13	Euro 410,000	United States Dollar 535,009	Standard Chartered Bank		3,141
1/31/13	Euro 225,000	United States Dollar 296,208	State Street Bank and Trust Co.		4,310
2/7/13	Euro 180,000	United States Dollar 239,142	Standard Chartered Bank		5,609
2/28/13	Euro 389,000	United States Dollar 520,997	Standard Chartered Bank		16,207
3/8/13	Sri Lankan Rupee 18,920,000	United States Dollar 146,044	HSBC Bank USA		5,886
3/14/13	Euro 463,000	United States Dollar 605,664	Deutsche Bank		4,768
3/28/13	Euro 389,000	United States Dollar 520,548	JPMorgan Chase Bank		15,625
4/4/13	Euro 320,000	United States Dollar 427,867	Barclays Bank PLC		12,479

				$	(2,442,349	)




Purchases
Settlement Date	In Exchange For	Deliver	Counterparty	Net Unrealized Appreciation (Depreciation)

11/8/12	Serbian Dinar 66,105,172	Euro 592,075	Citibank NA	$	(14,097	)
11/8/12	South African Rand 12,600,000	United States Dollar 1,407,979	Standard Bank		43,947
11/8/12	South African Rand 31,204,124	United States Dollar 3,681,251	Standard Bank		(85,531	)
11/8/12	South African Rand 48,559,000	United States Dollar 5,851,328	Standard Bank		(255,768	)
11/8/12	South African Rand 6,124,479	United States Dollar 747,115	Standard Chartered Bank		(41,378	)
11/8/12	South African Rand 48,559,516	United States Dollar 5,854,635	Standard Chartered Bank		(259,016	)
11/9/12	Peruvian New Sol 3,010,200	United States Dollar 1,158,081	Standard Chartered Bank		3,266
11/13/12	Hong Kong Dollar 99,984,981	United States Dollar 12,891,972	Standard Chartered Bank		9,498
11/13/12	Polish Zloty 9,956,000	Euro 2,422,090	JPMorgan Chase Bank		(24,297	)
11/13/12	South Korean Won 4,953,000,000	United States Dollar 4,352,181	Nomura International PLC		186,550


		37

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Forward Foreign Currency Exchange Contracts (continued)


Purchases
Settlement Date	In Exchange For	Deliver	Counterparty	Net Unrealized Appreciation (Depreciation)


11/13/12	Thai Baht 615,825,000	United States Dollar 19,656,080	BNP Paribas SA	$	421,910
11/13/12	Yuan Renminbi 10,940,000	United States Dollar 1,743,426	Bank of America		8,786
11/15/12	Indian Rupee 70,844,000	United States Dollar 1,267,108	Goldman Sachs International		46,387
11/15/12	Indian Rupee 86,588,000	United States Dollar 1,548,426	Standard Chartered Bank		56,973
11/15/12	Yuan Offshore Renminbi 34,164,000	United States Dollar 5,413,234	Deutsche Bank		55,215
11/19/12	Hong Kong Dollar 26,759,835	United States Dollar 3,452,214	Goldman Sachs International		756
11/19/12	Indian Rupee 215,703,000	United States Dollar 4,111,761	Deutsche Bank		(115,686	)
11/19/12	Malaysian Ringgit 6,866,000	United States Dollar 2,231,322	Citibank NA		19,864
11/19/12	Philippine Peso 81,011,000	United States Dollar 1,957,781	Australia and New Zealand Banking Group Limited		8,414
11/19/12	Polish Zloty 161,650,473	United States Dollar 50,399,225	State Street Bank and Trust Co.		147,139
11/19/12	Singapore Dollar 11,184,000	United States Dollar 9,096,973	Standard Chartered Bank		71,579
11/19/12	Yuan Offshore Renminbi 8,552,000	United States Dollar 1,361,133	Goldman Sachs International		7,337
11/19/12	Yuan Offshore Renminbi 9,453,000	United States Dollar 1,503,938	Standard Chartered Bank		8,708
11/20/12	Indian Rupee 118,686,000	United States Dollar 2,193,421	Deutsche Bank		4,895
11/20/12	Indian Rupee 88,264,000	United States Dollar 1,630,894	Goldman Sachs International		3,942
11/20/12	Thai Baht 251,158,000	United States Dollar 7,928,593	Nomura International PLC		256,337
11/20/12	Yuan Offshore Renminbi 18,187,000	United States Dollar 2,893,485	Bank of America		16,540
11/20/12	Yuan Offshore Renminbi 17,321,000	United States Dollar 2,755,708	Barclays Bank PLC		15,753
11/20/12	Yuan Offshore Renminbi 17,703,000	United States Dollar 2,814,915	Citibank NA		17,667
11/21/12	South Korean Won 2,199,658,000	United States Dollar 1,941,703	Standard Chartered Bank		73,070
11/26/12	Hungarian Forint 748,858,885	United States Dollar 3,376,280	State Street Bank and Trust Co.		39,055
11/26/12	Swedish Krona 20,263,000	Euro 2,379,264	Barclays Bank PLC		(31,751	)
11/26/12	Swedish Krona 9,300,000	Euro 1,092,075	Credit Suisse International		(14,673	)
11/26/12	Swedish Krona 20,263,800	Euro 2,379,386	Deutsche Bank		(31,789	)


		38

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Forward Foreign Currency Exchange Contracts (continued)


Purchases


Settlement Date	In Exchange For	Deliver	Counterparty	Net Unrealized Appreciation (Depreciation)

11/27/12	Polish Zloty 82,989,923	Euro 20,124,136	HSBC Bank USA	$	(164,586	)
11/29/12	South Korean Won 2,199,516,000	United States Dollar 1,984,854	Standard Chartered Bank		28,885
11/30/12	Hong Kong Dollar 3,500,000	United States Dollar 451,415	Standard Chartered Bank		219
12/3/12	Malaysian Ringgit 5,600,000	United States Dollar 1,820,250	Citibank NA		13,891
12/4/12	Brazilian Real 77,294,000	United States Dollar 37,872,507	BNP Paribas SA		31,232
12/10/12	South African Rand 24,551,603	United States Dollar 2,870,160	Credit Suisse International		(54,364	)
12/10/12	South African Rand 4,500,000	United States Dollar 523,353	Deutsche Bank		(7,253	)
12/14/12	Hungarian Forint 68,091,500	United States Dollar 286,039	Goldman Sachs International		23,808
12/17/12	South Korean Won 2,887,426,000	United States Dollar 2,587,995	Standard Chartered Bank		53,096
12/18/12	Russian Ruble 264,394,000	United States Dollar 8,447,093	BNP Paribas SA		(86,092	)
12/31/12	Mexican Peso 729,625,389	United States Dollar 55,922,847	Toronto-Dominion Bank		(510,046	)
1/11/13	Colombian Peso 1,178,600,000	United States Dollar 647,689	Bank of Nova Scotia		(9,360	)
1/14/13	Indian Rupee 44,175,000	United States Dollar 823,699	Deutsche Bank		(13,490	)
1/14/13	Indian Rupee 45,301,000	United States Dollar 844,853	Goldman Sachs International		(13,992	)
1/22/13	Malaysian Ringgit 184,051,000	United States Dollar 60,405,986	HSBC Bank USA		(333,052	)
1/29/13	Indian Rupee 51,700,000	United States Dollar 949,495	Citibank NA		(3,557	)
1/29/13	Indian Rupee 55,500,000	United States Dollar 1,019,471	Deutsche Bank		(4,006	)
1/30/13	Yuan Renminbi 6,541,350	United States Dollar 1,038,969	Citibank NA		1,148
1/31/13	Norwegian Krone 22,382,941	Euro 2,991,672	Barclays Bank PLC		31,938
1/31/13	Norwegian Krone 22,382,941	Euro 2,992,332	Deutsche Bank		31,082
1/31/13	Peruvian New Sol 6,787,570	United States Dollar 2,599,108	Deutsche Bank		7,346
2/19/13	Indian Rupee 69,732,000	United States Dollar 1,298,306	Bank of America		(26,698	)
2/19/13	Indian Rupee 97,053,000	United States Dollar 1,807,318	Citibank NA		(37,495	)

				$	(391,744	)


		39

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


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

11/12	32 CAC 40 Index	Short	$	(1,456,872	)	$	(1,420,580	)	$	36,292
11/12	89 Hang Seng H-Shares	Long		6,089,453			6,090,432			979
12/12	39 Dow Jones Euro Stoxx 50 Index	Short		(1,281,438	)		(1,265,767	)		15,671
12/12	140 Euro-Bobl	Short		(22,796,805	)		(22,833,227	)		(36,422	)
12/12	17 Euro-Bund	Short		(3,076,416	)		(3,121,853	)		(45,437	)
12/12	11 Euro-Schatz	Short		(1,579,605	)		(1,578,322	)		1,283
12/12	8 Japan 10-Year Bond	Short		(14,421,143	)		(14,455,719	)		(34,576	)
1/13	22 Platinum	Long		1,833,986			1,734,700			(99,286	)

									$	(161,496	)

CAC 40 Index: Cotation Assistée en Continu Index comprised of the 40 largest companies listed on the Paris Bourse Exchange.

Dow Jones Euro Stoxx 50 Index: Market capitalization-weighted stock index of 50 large, blue chip European companies operating within eurozone nations.

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

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

Euro-Schatz: Short-term debt securities issued by the Federal Republic of Germany with a term to maturity of 1.75 to 2.25 years.

Hang Seng H-Shares: Hang Seng China Enterprises Index comprised of H-Shares listed on the Hong Kong Stock Exchange.

Japan 10-Year Bond: Japanese Government Bonds (JGB) having a maturity of 7 years or more but less than 11 years.

Interest Rate Swaps

Counterparty

Notional
Amount
(000’s omitted)

Portfolio
Pays/Receives
Floating Rate

Floating
Rate Index

Annual
Fixed Rate

Termination
Date

Net Unrealized
Appreciation
(Depreciation)

Bank of America

MXN 26,000

Pays

Mexican Interbank Deposit Rate

6.46

9/24/20

90,138

Bank of America

PLN 10,700

Pays

6-month PLN WIBOR

4.88

9/14/14

39,843

Bank of America

PLN 1,553

Pays

6-month PLN WIBOR

4.34

7/30/17

1,723

Bank of America

PLN 1,820

Pays

6-month PLN WIBOR

4.31

8/10/17

1,464

Bank of America

PLN 2,950

Pays

6-month PLN WIBOR

4.35

8/23/17

4,209

Bank of America

PLN 2,970

Pays

6-month PLN WIBOR

4.30

9/18/17

3,153

Bank of America

PLN 3,600

Pays

6-month PLN WIBOR

4.95

9/14/20

45,871

Bank of America

PLN 8,765

Pays

6-month PLN WIBOR

5.45

6/7/21

218,487

Barclays Bank PLC

MXN 48,400

Pays

Mexican Interbank Deposit Rate

7.11

5/21/21

328,192

Barclays Bank PLC

MYR 26,000

Pays

3-month MYR KLIBOR

3.39

11/23/13

26,057


		40

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

Interest Rate Swaps (continued)

Counterparty

Notional
Amount
(000’s omitted)

Portfolio
Pays/Receives
Floating Rate

Floating
Rate Index

Annual
Fixed Rate

Termination
Date

Net Unrealized
Appreciation
(Depreciation)

Barclays Bank PLC

MYR 18,000

Pays

3-month MYR KLIBOR

3.70

10/19/15

95,665

Barclays Bank PLC

MYR 21,700

Pays

3-month MYR KLIBOR

3.96

7/26/16

193,143

Barclays Bank PLC

MYR 10,000

Pays

3-month MYR KLIBOR

4.13

10/19/20

147,033

Barclays Bank PLC

PLN 8,000

Pays

6-month PLN WIBOR

5.42

6/1/14

49,025

Barclays Bank PLC

PLN 14,300

Pays

6-month PLN WIBOR

5.02

7/30/14

57,324

Barclays Bank PLC

PLN 24,000

Pays

6-month PLN WIBOR

5.18

11/9/14

347,458

Barclays Bank PLC

PLN 6,570

Pays

6-month PLN WIBOR

4.43

7/27/17

15,507

Barclays Bank PLC

PLN 3,893

Pays

6-month PLN WIBOR

4.32

8/2/17

3,307

Barclays Bank PLC

PLN 2,200

Pays

6-month PLN WIBOR

4.35

8/27/17

3,177

Barclays Bank PLC

PLN 2,300

Pays

6-month PLN WIBOR

5.36

7/30/20

48,420

Barclays Bank PLC

THB 143,000

Pays

6-month THBFIX

3.34

2/16/15

62,589

Barclays Bank PLC

THB 149,550

Pays

6-month THBFIX

3.21

10/4/20

(40,716

)

Barclays Bank PLC

ZAR 53,700

Pays

3-month JIBAR

7.41

9/24/20

277,569

BNP Paribas NA

PLN 3,946

Pays

6-month PLN WIBOR

4.25

8/7/17

(437

)

Citibank NA

MXN 50,000

Pays

Mexican Interbank Deposit Rate

9.08

8/6/13

123,899

Citibank NA

MXN 48,000

Pays

Mexican Interbank Deposit Rate

6.86

11/10/20

259,113

Citibank NA

MYR 37,000

Pays

3-month MYR KLIBOR

3.48

3/4/13

15,912

Citibank NA

MYR 17,300

Pays

3-month MYR KLIBOR

3.72

5/7/22

77,332

Citibank NA

PLN 2,983

Pays

6-month PLN WIBOR

4.33

7/30/17

3,206

Citibank NA

PLN 2,427

Pays

6-month PLN WIBOR

4.31

8/2/17

1,892

Citibank NA

PLN 1,780

Pays

6-month PLN WIBOR

4.30

8/10/17

1,182

Citibank NA

PLN 1,320

Pays

6-month PLN WIBOR

4.40

8/20/17

2,858

Citibank NA

THB 69,000

Pays

6-month THBFIX

3.40

1/14/15

34,787

Credit Suisse International

MXN 42,000

Pays

Mexican Interbank Deposit Rate

6.24

7/31/15

91,953

Credit Suisse International

MXN 45,000

Pays

Mexican Interbank Deposit Rate

5.84

10/1/15

66,784

Credit Suisse International

MXN 41,500

Pays

Mexican Interbank Deposit Rate

6.36

10/23/20

122,715

Credit Suisse International

PLN 1,670

Pays

6-month PLN WIBOR

4.40

8/20/17

3,615

Credit Suisse International

USD 1,614

Receives

3-month-USD-LIBOR-BBA

1.81

10/23/22

(10,764

)

Deutsche Bank

BRL 19,700

Pays

Brazilian Interbank Deposit Rate

10.02

7/1/15

631,380

Deutsche Bank

MXN 85,500

Pays

Mexican Interbank Deposit Rate

6.38

6/17/16

244,429

Deutsche Bank

MYR 10,800

Pays

3-month MYR KLIBOR

4.38

11/23/20

228,112

Deutsche Bank

PLN 5,400

Pays

6-month PLN WIBOR

4.85

4/23/14

54,357

Deutsche Bank

PLN 3,100

Pays

6-month PLN WIBOR

5.11

4/23/17

60,321

Deutsche Bank

PLN 1,764

Pays

6-month PLN WIBOR

4.34

7/30/17

2,081

Deutsche Bank

PLN 5,339

Pays

6-month PLN WIBOR

4.36

8/1/17

7,609

Deutsche Bank

PLN 2,880

Pays

6-month PLN WIBOR

4.28

8/6/17

881

Deutsche Bank

PLN 2,174

Pays

6-month PLN WIBOR

4.24

8/7/17

(394

)

Deutsche Bank

PLN 1,550

Pays

6-month PLN WIBOR

4.33

8/17/17

1,625


		41

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

Interest Rate Swaps (continued)

Counterparty

Notional
Amount
(000’s omitted)

Portfolio
Pays/Receives
Floating Rate

Floating
Rate Index

Annual
Fixed Rate

Termination
Date

Net Unrealized
Appreciation
(Depreciation)

Deutsche Bank

PLN 13,900

Pays

6-month PLN WIBOR

5.04

4/18/22

330,970

Goldman Sachs International

PLN 1,061

Pays

6-month PLN WIBOR

4.35

8/1/17

1,334

Goldman Sachs International

PLN 17,000

Pays

6-month PLN WIBOR

5.32

7/11/18

290,182

Goldman Sachs International

PLN 11,000

Pays

6-month PLN WIBOR

5.54

5/10/21

300,410

Goldman Sachs International

ZAR 31,560

Pays

3-month JIBAR

8.07

7/7/21

298,229

HSBC Bank USA

MXN 44,030

Pays

Mexican Interbank Deposit Rate

7.28

12/23/20

335,210

HSBC Bank USA

THB 262,000

Pays

6-month THBFIX

2.67

10/21/15

(38,726

)

HSBC Bank USA

THB 94,300

Pays

6-month THBFIX

3.26

8/19/20

(9,227

)

HSBC Bank USA

THB 159,000

Pays

6-month THBFIX

3.50

11/25/20

81,316

JPMorgan Chase Bank

BRL 41,183

Pays

Brazilian Interbank Deposit Rate

9.63

1/2/14

721,169

JPMorgan Chase Bank

BRL 11,100

Pays

Brazilian Interbank Deposit Rate

9.19

1/2/17

185,034

JPMorgan Chase Bank

MYR 27,300

Pays

3-month MYR KLIBOR

3.25

9/8/14

26,823

JPMorgan Chase Bank

MYR 4,750

Pays

3-month MYR KLIBOR

4.44

4/8/19

95,660

JPMorgan Chase Bank

PLN 16,600

Pays

6-month PLN WIBOR

4.75

10/11/13

13,315

JPMorgan Chase Bank

PLN 31,500

Pays

6-month PLN WIBOR

5.06

11/26/13

320,222

JPMorgan Chase Bank

PLN 1,210

Pays

6-month PLN WIBOR

4.33

8/17/17

1,268

JPMorgan Chase Bank

PLN 4,670

Pays

6-month PLN WIBOR

4.25

10/8/17

1,972

JPMorgan Chase Bank

PLN 16,200

Pays

6-month PLN WIBOR

4.93

10/13/17

163,797

JPMorgan Chase Bank

PLN 9,900

Pays

6-month PLN WIBOR

4.91

10/11/18

106,406

JPMorgan Chase Bank

PLN 15,099

Pays

6-month PLN WIBOR

5.62

4/8/21

547,788

JPMorgan Chase Bank

THB 108,000

Pays

6-month THBFIX

3.22

10/21/20

(23,778

)

JPMorgan Chase Bank

ZAR 36,500

Pays

3-month JIBAR

9.05

10/12/15

427,847

Morgan Stanley & Co. International PLC

MXN 118,400

Pays

Mexican Interbank Deposit Rate

4.82

9/4/14

(44,200

)

Morgan Stanley & Co. International PLC

MXN 29,200

Pays

Mexican Interbank Deposit Rate

7.95

12/3/31

303,759

Morgan Stanley & Co. International PLC

PLN 32,000

Pays

6-month PLN WIBOR

4.87

10/26/16

261,691

Standard Bank

ZAR 62,500

Pays

3-month JIBAR

7.98

5/20/19

643,413

Standard Bank

ZAR 22,000

Pays

3-month JIBAR

7.93

6/2/21

192,083

Standard Bank

ZAR 32,700

Pays

3-month JIBAR

7.12

6/27/22

37,411

Standard Chartered Bank

BRL 19,000

Pays

Brazilian Interbank Deposit Rate

12.12

1/2/13

441,395

10,055,859


BRL	–	Brazilian Real
MXN	–	Mexican Peso
MYR	–	Malaysian Ringgit
PLN	–	Polish Zloty
THB	–	Thai Baht
USD	–	United States Dollar
ZAR	–	South African Rand


		42

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements —continued


Credit Default Swaps — Sell Protection


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

Argentina	Bank of America	$	667		5.00	%⁽¹⁾		6/20/13		29.91	%	$	(90,433	)	$	(3,676	)	$	(94,109	)
Argentina	Bank of America		695		5.00	⁽¹⁾		6/20/13		29.91			(94,146	)		(3,953	)		(98,099	)
Argentina	Bank of America		760		5.00	⁽¹⁾		6/20/13		29.91			(102,995	)		(3,174	)		(106,169	)
Argentina	Bank of America		1,520		5.00	⁽¹⁾		6/20/13		29.91			(205,992	)		(6,164	)		(212,156	)
Argentina	Bank of America		4,959		5.00	⁽¹⁾		6/20/13		29.91			(672,047	)		(8,817	)		(680,864	)
Argentina	Credit Suisse International		379		5.00	⁽¹⁾		6/20/13		29.91			(51,362	)		(1,127	)		(52,489	)
Argentina	Credit Suisse International		734		5.00	⁽¹⁾		6/20/13		29.91			(99,473	)		(3,073	)		(102,546	)
Argentina	Credit Suisse International		763		5.00	⁽¹⁾		6/20/13		29.91			(103,402	)		(3,195	)		(106,597	)
Argentina	Credit Suisse International		826		5.00	⁽¹⁾		6/20/13		29.91			(111,940	)		(1,469	)		(113,409	)
Argentina	Deutsche Bank		668		5.00	⁽¹⁾		6/20/13		29.91			(90,527	)		(2,796	)		(93,323	)
Argentina	Deutsche Bank		695		5.00	⁽¹⁾		6/20/13		29.91			(94,159	)		(3,954	)		(98,113	)
Argentina	Deutsche Bank		734		5.00	⁽¹⁾		6/20/13		29.91			(99,473	)		(3,073	)		(102,546	)
Argentina	Deutsche Bank		1,500		5.00	⁽¹⁾		6/20/13		29.91			(203,281	)		(5,840	)		(209,121	)
Poland	Bank of America		2,220		1.00	⁽¹⁾		9/20/17		0.85			18,145			98,814			116,959
Poland	Bank of America		1,210		1.00	⁽¹⁾		9/20/17		0.85			9,890			36,198			46,088
Poland	Barclays Bank PLC		800		1.00	⁽¹⁾		9/20/17		0.85			6,539			39,781			46,320
Poland	Barclays Bank PLC		630		1.00	⁽¹⁾		9/20/17		0.85			5,150			18,563			23,713
Poland	Citibank NA		4,800		1.00	⁽¹⁾		9/20/17		0.85			39,233			122,003			161,236
Poland	Credit Suisse International		1,330		1.00	⁽¹⁾		9/20/17		0.85			10,871			63,270			74,141
Poland	Deutsche Bank		100		1.00	⁽¹⁾		9/20/17		0.85			817			5,103			5,920
Poland	Deutsche Bank		300		1.00	⁽¹⁾		6/20/22		1.38			(9,529	)		49,283			39,754
Poland	Goldman Sachs International		730		1.00	⁽¹⁾		9/20/17		0.85			5,967			21,035			27,002
Poland	JPMorgan Chase Bank		900		1.00	⁽¹⁾		9/20/17		0.85			7,356			25,231			32,587
Poland	JPMorgan Chase Bank		420		1.00	⁽¹⁾		9/20/17		0.85			3,433			12,765			16,198
Poland	Morgan Stanley & Co. International PLC		480		1.00	⁽¹⁾		9/20/17		0.85			3,924			14,156			18,080
South Africa	Bank of America		775		1.00	⁽¹⁾		12/20/15		1.00			884			3,918			4,802
South Africa	Bank of America		525		1.00	⁽¹⁾		12/20/15		1.00			599			2,782			3,381
South Africa	Bank of America		2,600		1.00	⁽¹⁾		9/20/17		1.46			(53,267	)		83,285			30,018
South Africa	Bank of America		920		1.00	⁽¹⁾		9/20/17		1.46			(18,848	)		15,367			(3,481	)
South Africa	Bank of America		680		1.00	⁽¹⁾		9/20/17		1.46			(13,931	)		10,124			(3,807	)
South Africa	Bank of America		3,040		1.00	⁽¹⁾		9/20/17		1.46			(62,282	)		38,231			(24,051	)
South Africa	Barclays Bank PLC		750		1.00	⁽¹⁾		12/20/15		1.00			856			4,412			5,268
South Africa	Barclays Bank PLC		565		1.00	⁽¹⁾		12/20/15		1.00			645			3,352			3,997
South Africa	Barclays Bank PLC		450		1.00	⁽¹⁾		9/20/17		1.46			(9,220	)		11,181			1,961
South Africa	Barclays Bank PLC		431		1.00	⁽¹⁾		9/20/17		1.46			(8,830	)		9,987			1,157
South Africa	BNP Paribas SA		750		1.00	⁽¹⁾		9/20/17		1.46			(15,366	)		19,312			3,946
South Africa	BNP Paribas SA		1,140		1.00	⁽¹⁾		9/20/17		1.46			(23,356	)		24,836			1,480
South Africa	Credit Suisse International		840		1.00	⁽¹⁾		12/20/15		1.00			958			11,093			12,051
South Africa	Credit Suisse International		790		1.00	⁽¹⁾		12/20/15		1.00			901			5,109			6,010
South Africa	Credit Suisse International		775		1.00	⁽¹⁾		12/20/15		1.00			884			4,605			5,489
South Africa	Credit Suisse International		1,300		1.00	⁽¹⁾		9/20/17		1.46			(26,634	)		45,119			18,485


		43

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Sell Protection (continued)


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

South Africa	Deutsche Bank	$	500		1.00	%⁽¹⁾		9/20/15		0.95	%	$	1,328		$	6,881	$	8,209
South Africa	Deutsche Bank		610		1.00	⁽¹⁾		12/20/15		1.00			696			3,619		4,315
South Africa	Deutsche Bank		2,000		1.00	⁽¹⁾		9/20/17		1.46			(40,975	)		64,065		23,090
South Africa	Deutsche Bank		810		1.00	⁽¹⁾		9/20/17		1.46			(16,595	)		28,820		12,225
South Africa	Goldman Sachs International		820		1.00	⁽¹⁾		12/20/15		1.00			936			5,303		6,239
South Africa	Goldman Sachs International		815		1.00	⁽¹⁾		12/20/15		1.00			930			5,075		6,005
South Africa	Goldman Sachs International		510		1.00	⁽¹⁾		9/20/17		1.46			(10,449	)		17,239		6,790
South Africa	JPMorgan Chase Bank		1,500		1.00	⁽¹⁾		9/20/15		0.95			3,985			12,573		16,558
South Africa	Nomura International PLC		400		1.00	⁽¹⁾		9/20/17		1.46			(8,195	)		7,633		(562	)
South Africa	Nomura International PLC		5,000		1.00	⁽¹⁾		9/20/17		1.46			(102,437	)		74,615		(27,822	)
Markit CDX North America High Yield Index	Citibank NA		1,970		5.00	⁽¹⁾		12/20/17		5.19			(4,110	)		1,209		(2,901	)
Markit CDX North America High Yield Index	Deutsche Bank		2,180		5.00	⁽¹⁾		12/20/17		5.19			(4,548	)		2,676		(1,872	)
Markit CDX North America High Yield Index	JPMorgan Chase Bank		1,590		5.00	⁽¹⁾		12/20/17		5.19			(3,318	)		3,904		586

Total		$	63,856									$	(2,326,193	)	$	982,216	$	(1,343,977	)


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


Austria	Barclays Bank PLC	$	300		0.44	%		12/20/13	$	(1,531	)	$	—		$	(1,531	)
Austria	Barclays Bank PLC		200		1.42			3/20/14		(4,151	)		—			(4,151	)
Brazil	Bank of America		350		1.00	⁽¹⁾		6/20/20		9,477			(9,798	)		(321	)
Brazil	Bank of America		825		1.00	⁽¹⁾		6/20/20		22,338			(29,141	)		(6,803	)
Brazil	Bank of America		2,900		1.00	⁽¹⁾		12/20/20		90,249			(75,202	)		15,047
Brazil	Bank of America		883		1.00	⁽¹⁾		12/20/20		27,480			(26,771	)		709
Brazil	Bank of America		387		1.00	⁽¹⁾		12/20/20		12,044			(11,477	)		567
Brazil	Bank of America		120		1.00	⁽¹⁾		12/20/20		3,734			(3,404	)		330
Brazil	Barclays Bank PLC		450		1.65			9/20/19		(9,883	)		—			(9,883	)
Brazil	Barclays Bank PLC		770		1.00	⁽¹⁾		12/20/20		23,960			(23,889	)		71
Brazil	Citibank NA		190		1.00	⁽¹⁾		12/20/20		5,912			(5,453	)		459
Brazil	Deutsche Bank		1,600		1.00	⁽¹⁾		12/20/20		49,792			(30,961	)		18,831
Brazil	Deutsche Bank		190		1.00	⁽¹⁾		12/20/20		5,912			(6,083	)		(171	)
Brazil	Goldman Sachs International		3,300		1.00	⁽¹⁾		9/20/22		146,356			(294,185	)		(147,829	)


		44

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Buy Protection (continued)


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


Brazil	HSBC Bank USA	$	160		1.00	%⁽¹⁾		12/20/20	$	4,978		$	(4,592	)	$	386
Brazil	Standard Chartered Bank		800		1.00	⁽¹⁾		12/20/20		24,897			(19,336	)		5,561
Brazil	Standard Chartered Bank		150		1.00	⁽¹⁾		12/20/20		4,667			(4,305	)		362
China	Bank of America		1,000		1.00	⁽¹⁾		3/20/17		(20,528	)		(26,175	)		(46,703	)
China	Barclays Bank PLC		1,648		1.00	⁽¹⁾		3/20/17		(33,830	)		(39,255	)		(73,085	)
China	Deutsche Bank		703		1.00	⁽¹⁾		3/20/17		(14,431	)		(15,914	)		(30,345	)
China	Deutsche Bank		1,393		1.00	⁽¹⁾		3/20/17		(28,593	)		(31,535	)		(60,128	)
Colombia	Bank of America		950		1.00	⁽¹⁾		9/20/21		25,346			(37,907	)		(12,561	)
Colombia	Barclays Bank PLC		400		1.00	⁽¹⁾		6/20/22		12,604			(22,471	)		(9,867	)
Colombia	Citibank NA		500		1.00	⁽¹⁾		6/20/22		15,754			(38,114	)		(22,360	)
Colombia	Deutsche Bank		400		1.00	⁽¹⁾		6/20/22		12,604			(25,630	)		(13,026	)
Colombia	Goldman Sachs International		1,410		1.00	⁽¹⁾		6/20/17		(6,735	)		(42,907	)		(49,642	)
Colombia	Goldman Sachs International		740		1.00	⁽¹⁾		9/20/21		19,744			(29,009	)		(9,265	)
Colombia	Goldman Sachs International		500		1.00	⁽¹⁾		6/20/22		15,754			(38,114	)		(22,360	)
Colombia	HSBC Bank USA		770		1.00	⁽¹⁾		6/20/17		(3,678	)		(23,758	)		(27,436	)
Colombia	HSBC Bank USA		2,100		1.00	⁽¹⁾		9/20/21		56,029			(80,479	)		(24,450	)
Colombia	Morgan Stanley & Co. International PLC		1,100		1.00	⁽¹⁾		9/20/21		29,348			(43,892	)		(14,544	)
Croatia	BNP Paribas SA		1,670		1.00	⁽¹⁾		12/20/17		115,432			(115,515	)		(83	)
Croatia	Citibank NA		1,500		1.00	⁽¹⁾		12/20/17		101,987			(102,516	)		(529	)
Egypt	Bank of America		550		1.00	⁽¹⁾		9/20/15		35,972			(15,193	)		20,779
Egypt	Citibank NA		650		1.00	⁽¹⁾		12/20/15		47,745			(27,415	)��		20,330
Egypt	Citibank NA		100		1.00	⁽¹⁾		6/20/20		19,881			(8,464	)		11,417
Egypt	Credit Suisse International		1,085		1.00	⁽¹⁾		12/20/15		79,697			(45,765	)		33,932
Egypt	Credit Suisse International		375		1.00	⁽¹⁾		12/20/15		27,545			(14,817	)		12,728
Egypt	Deutsche Bank		250		1.00	⁽¹⁾		6/20/15		14,279			(5,307	)		8,972
Egypt	Deutsche Bank		125		1.00	⁽¹⁾		9/20/15		8,175			(4,430	)		3,745
Egypt	Deutsche Bank		1,400		1.00	⁽¹⁾		12/20/15		102,834			(44,301	)		58,533
Egypt	Deutsche Bank		930		1.00	⁽¹⁾		12/20/15		68,312			(35,682	)		32,630
Egypt	Deutsche Bank		100		1.00	⁽¹⁾		6/20/20		19,881			(8,516	)		11,365
Egypt	Deutsche Bank		50		1.00	⁽¹⁾		6/20/20		9,940			(4,252	)		5,688
Guatemala	Citibank NA		458		1.00	⁽¹⁾		9/20/20		42,609			(27,735	)		14,874
Hungary	Barclays Bank PLC		500		1.00	⁽¹⁾		3/20/17		33,778			(78,930	)		(45,152	)
Hungary	Goldman Sachs International		500		1.00	⁽¹⁾		3/20/17		33,778			(78,011	)		(44,233	)
Lebanon	Barclays Bank PLC		200		1.00	⁽¹⁾		12/20/14		7,330			(6,572	)		758
Lebanon	Citibank NA		250		3.30			9/20/14		(3,843	)		—			(3,843	)
Lebanon	Citibank NA		150		1.00	⁽¹⁾		12/20/14		5,498			(4,830	)		668
Lebanon	Citibank NA		200		1.00	⁽¹⁾		12/20/14		7,330			(6,671	)		659
Lebanon	Citibank NA		100		1.00	⁽¹⁾		12/20/14		3,665			(3,286	)		379
Lebanon	Credit Suisse International		300		1.00	⁽¹⁾		3/20/15		13,500			(10,083	)		3,417


		45

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Buy Protection (continued)


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


Lebanon	Credit Suisse International	$	100		1.00	%⁽¹⁾		3/20/15	$	4,501		$	(3,381	)	$	1,120
Lebanon	Credit Suisse International		1,000		1.00	⁽¹⁾		12/20/15		69,643			(53,412	)		16,231
Lebanon	Credit Suisse International		840		1.00	⁽¹⁾		12/20/15		58,500			(47,029	)		11,471
Lebanon	Credit Suisse International		350		1.00	⁽¹⁾		12/20/15		24,375			(18,653	)		5,722
Lebanon	Deutsche Bank		100		1.00	⁽¹⁾		3/20/15		4,500			(3,121	)		1,379
Lebanon	Deutsche Bank		1,140		1.00	⁽¹⁾		12/20/15		79,393			(63,228	)		16,165
Lebanon	Deutsche Bank		865		1.00	⁽¹⁾		12/20/15		60,242			(48,174	)		12,068
Lebanon	HSBC Bank USA		1,250		1.00	⁽¹⁾		12/20/17		180,333			(182,876	)		(2,543	)
Mexico	Bank of America		300		1.00	⁽¹⁾		6/20/22		9,490			(18,713	)		(9,223	)
Mexico	Bank of America		680		1.00	⁽¹⁾		6/20/22		21,510			(48,192	)		(26,682	)
Mexico	Deutsche Bank		300		1.00	⁽¹⁾		6/20/22		9,490			(18,942	)		(9,452	)
Mexico	Deutsche Bank		350		1.00	⁽¹⁾		6/20/22		11,071			(24,538	)		(13,467	)
Mexico	Deutsche Bank		480		1.00	⁽¹⁾		6/20/22		15,184			(36,373	)		(21,189	)
Mexico	Deutsche Bank		700		1.00	⁽¹⁾		6/20/22		22,144			(45,931	)		(23,787	)
Mexico	Goldman Sachs International		400		1.00	⁽¹⁾		6/20/22		12,653			(25,258	)		(12,605	)
Mexico	Goldman Sachs International		500		1.00	⁽¹⁾		6/20/22		15,817			(38,077	)		(22,260	)
Philippines	Bank of America		700		1.00	⁽¹⁾		12/20/15		(11,663	)		(9,516	)		(21,179	)
Philippines	Barclays Bank PLC		100		1.85			12/20/14		(3,491	)		—			(3,491	)
Philippines	Barclays Bank PLC		142		1.00	⁽¹⁾		3/20/15		(2,262	)		(1,965	)		(4,227	)
Philippines	Citibank NA		200		1.84			12/20/14		(6,937	)		—			(6,937	)
Philippines	Deutsche Bank		150		1.00	⁽¹⁾		3/20/15		(2,389	)		(2,255	)		(4,644	)
Philippines	HSBC Bank USA		600		1.00	⁽¹⁾		9/20/15		(9,852	)		(8,964	)		(18,816	)
Philippines	JPMorgan Chase Bank		142		1.00	⁽¹⁾		3/20/15		(2,262	)		(1,965	)		(4,227	)
Philippines	Standard Chartered Bank		4,900		1.00	⁽¹⁾		3/20/16		(75,287	)		(57,865	)		(133,152	)
Russia	Bank of America		1,210		1.00	⁽¹⁾		9/20/17		26,803			(44,326	)		(17,523	)
Russia	Bank of America		2,220		1.00	⁽¹⁾		9/20/17		49,176			(115,287	)		(66,111	)
Russia	Barclays Bank PLC		630		1.00	⁽¹⁾		9/20/17		13,955			(22,517	)		(8,562	)
Russia	Barclays Bank PLC		800		1.00	⁽¹⁾		9/20/17		17,721			(44,286	)		(26,565	)
Russia	Citibank NA		4,800		1.00	⁽¹⁾		9/20/17		106,321			(145,866	)		(39,545	)
Russia	Citibank NA		730		1.00	⁽¹⁾		9/20/17		16,170			(24,809	)		(8,639	)
Russia	Credit Suisse International		1,330		1.00	⁽¹⁾		9/20/17		29,461			(69,638	)		(40,177	)
Russia	Deutsche Bank		100		1.00	⁽¹⁾		9/20/17		2,215			(5,536	)		(3,321	)
Russia	Deutsche Bank		300		1.00	⁽¹⁾		6/20/22		26,555			(51,401	)		(24,846	)
Russia	JPMorgan Chase Bank		900		1.00	⁽¹⁾		9/20/17		19,937			(30,597	)		(10,660	)
Russia	JPMorgan Chase Bank		420		1.00	⁽¹⁾		9/20/17		9,304			(14,462	)		(5,158	)
Russia	Morgan Stanley & Co. International PLC		480		1.00	⁽¹⁾		9/20/17		10,633			(16,743	)		(6,110	)
South Africa	Bank of America		300		1.00	⁽¹⁾		12/20/19		16,208			(9,928	)		6,280
South Africa	Bank of America		775		1.00	⁽¹⁾		12/20/20		53,096			(24,288	)		28,808
South Africa	Bank of America		525		1.00	⁽¹⁾		12/20/20		35,968			(18,047	)		17,921
South Africa	Bank of America		3,040		1.00	⁽¹⁾		9/20/22		278,058			(212,911	)		65,147


		46

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Buy Protection (continued)


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


South Africa	Bank of America	$	920		1.00	%⁽¹⁾		9/20/22	$	84,149	$	(71,359	)	$	12,790
South Africa	Bank of America		680		1.00	⁽¹⁾		9/20/22		62,198		(50,359	)		11,839
South Africa	Bank of America		2,600		1.00	⁽¹⁾		9/20/22		237,820		(253,734	)		(15,914	)
South Africa	Barclays Bank PLC		300		1.00	⁽¹⁾		12/20/19		16,210		(11,477	)		4,733
South Africa	Barclays Bank PLC		100		1.00	⁽¹⁾		3/20/20		5,773		(2,950	)		2,823
South Africa	Barclays Bank PLC		750		1.00	⁽¹⁾		12/20/20		51,383		(24,820	)		26,563
South Africa	Barclays Bank PLC		565		1.00	⁽¹⁾		12/20/20		38,708		(17,641	)		21,067
South Africa	Barclays Bank PLC		431		1.00	⁽¹⁾		9/20/22		39,422		(38,734	)		688
South Africa	Barclays Bank PLC		500		1.00	⁽¹⁾		9/20/22		45,735		(41,896	)		3,839
South Africa	BNP Paribas SA		1,140		1.00	⁽¹⁾		9/20/22		104,272		(96,606	)		7,666
South Africa	BNP Paribas SA		500		1.00	⁽¹⁾		9/20/22		45,735		(43,046	)		2,689
South Africa	Citibank NA		150		1.00	⁽¹⁾		12/20/19		8,105		(6,524	)		1,581
South Africa	Citibank NA		100		1.00	⁽¹⁾		3/20/20		5,772		(4,604	)		1,168
South Africa	Credit Suisse International		100		1.00	⁽¹⁾		3/20/20		5,772		(3,235	)		2,537
South Africa	Credit Suisse International		100		1.00	⁽¹⁾		3/20/20		5,773		(3,936	)		1,837
South Africa	Credit Suisse International		775		1.00	⁽¹⁾		12/20/20		53,095		(25,823	)		27,272
South Africa	Credit Suisse International		790		1.00	⁽¹⁾		12/20/20		54,123		(27,662	)		26,461
South Africa	Credit Suisse International		840		1.00	⁽¹⁾		12/20/20		57,545		(36,150	)		21,395
South Africa	Credit Suisse International		1,300		1.00	⁽¹⁾		9/20/22		118,908		(131,735	)		(12,827	)
South Africa	Deutsche Bank		500		1.00	⁽¹⁾		9/20/20		32,500		(22,421	)		10,079
South Africa	Deutsche Bank		610		1.00	⁽¹⁾		12/20/20		41,791		(19,849	)		21,942
South Africa	Deutsche Bank		810		1.00	⁽¹⁾		9/20/22		74,088		(78,899	)		(4,811	)
South Africa	Deutsche Bank		2,000		1.00	⁽¹⁾		9/20/22		182,932		(193,977	)		(11,045	)
South Africa	Goldman Sachs International		815		1.00	⁽¹⁾		12/20/20		55,836		(27,055	)		28,781
South Africa	Goldman Sachs International		820		1.00	⁽¹⁾		12/20/20		56,179		(27,663	)		28,516
South Africa	Goldman Sachs International		510		1.00	⁽¹⁾		9/20/22		46,648		(48,143	)		(1,495	)
South Africa	JPMorgan Chase Bank		100		1.00	⁽¹⁾		12/20/19		5,404		(4,536	)		868
South Africa	JPMorgan Chase Bank		100		1.00	⁽¹⁾		12/20/19		5,403		(5,443	)		(40	)
South Africa	JPMorgan Chase Bank		100		1.00	⁽¹⁾		3/20/20		5,772		(3,178	)		2,594
South Africa	JPMorgan Chase Bank		100		1.00	⁽¹⁾		3/20/20		5,773		(3,292	)		2,481
South Africa	JPMorgan Chase Bank		100		1.00	⁽¹⁾		3/20/20		5,772		(4,549	)		1,223
South Africa	Nomura International PLC		5,000		1.00	⁽¹⁾		9/20/22		457,332		(383,117	)		74,215
South Africa	Nomura International PLC		400		1.00	⁽¹⁾		9/20/22		36,586		(33,253	)		3,333
Spain	Barclays Bank PLC		167		1.00	⁽¹⁾		9/20/20		22,825		(12,851	)		9,974
Spain	Barclays Bank PLC		700		1.00	⁽¹⁾		12/20/20		98,299		(57,966	)		40,333
Spain	Barclays Bank PLC		690		1.00	⁽¹⁾		12/20/20		96,901		(58,214	)		38,687
Spain	Barclays Bank PLC		300		1.00	⁽¹⁾		12/20/20		42,128		(24,933	)		17,195
Spain	Citibank NA		300		1.00	⁽¹⁾		3/20/20		38,649		(6,072	)		32,577
Spain	Citibank NA		300		1.00	⁽¹⁾		3/20/20		38,649		(12,504	)		26,145
Spain	Deutsche Bank		300		1.00	⁽¹⁾		3/20/20		38,649		(5,734	)		32,915
Spain	Deutsche Bank		300		1.00	⁽¹⁾		3/20/20		38,649		(12,504	)		26,145


		47

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Buy Protection (continued)


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


Spain	Deutsche Bank	$	550		1.00	%⁽¹⁾		6/20/20	$	73,041		$	(29,744	)	$	43,297
Spain	Deutsche Bank		3,265		1.00	⁽¹⁾		12/20/20		458,525			(236,236	)		222,289
Spain	Deutsche Bank		670		1.00	⁽¹⁾		12/20/20		94,092			(56,526	)		37,566
Spain	Goldman Sachs International		193		1.00	⁽¹⁾		9/20/20		26,378			(15,168	)		11,210
Thailand	Barclays Bank PLC		400		0.97			9/20/19		3,738			—			3,738
Thailand	Citibank NA		400		0.86			12/20/14		(5,049	)		—			(5,049	)
Thailand	Citibank NA		200		0.95			9/20/19		2,133			—			2,133
Thailand	Goldman Sachs International		1,500		1.00	⁽¹⁾		3/20/16		(23,681	)		(8,461	)		(32,142	)
Thailand	JPMorgan Chase Bank		200		0.87			12/20/14		(2,570	)		—			(2,570	)
Tunisia	Barclays Bank PLC		350		1.00	⁽¹⁾		9/20/17		38,151			(31,427	)		6,724
Tunisia	Citibank NA		400		1.00	⁽¹⁾		9/20/17		43,601			(37,639	)		5,962
Tunisia	Deutsche Bank		600		1.00	⁽¹⁾		6/20/17		61,844			(44,027	)		17,817
Tunisia	Deutsche Bank		460		1.00	⁽¹⁾		6/20/17		47,415			(35,629	)		11,786
Tunisia	Goldman Sachs International		400		1.00	⁽¹⁾		9/20/17		43,599			(31,704	)		11,895
Tunisia	Goldman Sachs International		320		1.00	⁽¹⁾		9/20/17		34,879			(26,696	)		8,183
Tunisia	Goldman Sachs International		300		1.00	⁽¹⁾		9/20/17		32,701			(26,328	)		6,373
Tunisia	JPMorgan Chase Bank		410		1.00	⁽¹⁾		9/20/17		44,690			(37,747	)		6,943
Tunisia	Nomura International PLC		500		1.00	⁽¹⁾		12/20/17		57,375			(52,548	)		4,827
Uruguay	Citibank NA		100		1.00	⁽¹⁾		6/20/20		3,712			(5,826	)		(2,114	)
Uruguay	Deutsche Bank		100		1.00	⁽¹⁾		6/20/20		3,713			(5,690	)		(1,977	)
iTraxx Europe Senior Financials 5-Year Index	Barclays Bank PLC		EUR 920		1.00	⁽¹⁾		12/20/17		41,098			(49,671	)		(8,573	)
iTraxx Europe Subordinated Financials 5-Year Index	Barclays Bank PLC		EUR 1,590		5.00	⁽¹⁾		12/20/17		(196,289	)		166,810			(29,479	)

									$	5,837,587		$	(5,799,819	)	$	37,768

**	The contract annual fixed rate represents the fixed rate of interest received by the Portfolio (as a seller of protection) or paid by the Portfolio (as a buyer of protection) annually on the notional amount of the credit default swap contract.

***

Current market annual fixed rates, utilized in determining the net unrealized appreciation or depreciation as of period end, serve as an indicator of the market’s perception of the current status of the payment/performance risk associated with the credit derivative. The current market annual fixed rate of a particular reference entity reflects the cost, as quoted by the pricing vendor, of selling protection against default of that entity as of period end and may include upfront payments required to be made to enter into the agreement. The higher the fixed rate, the greater the market perceived risk of a credit event involving the reference entity. A rate identified as “Defaulted” indicates a credit event has occurred for the reference entity.

⁽¹⁾	Upfront payment is exchanged with the counterparty as a result of the standardized trading coupon.


EUR		–		Euro


		48

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

Written options activity for the year ended October 31, 2012 was as follows:


	Principal Amount of Contracts (000’s omitted)			Premiums Received
Outstanding, beginning of year		INR	—	$	—
Options written			1,806,700		1,163,340

Outstanding, end of year		INR	1,806,700	$	1,163,340


INR		–		Indian Rupee

At October 31, 2012, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

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

Credit Risk: The Portfolio enters into credit default swap contracts to manage certain investment risks and/or to enhance total return.

Equity Price Risk: The Portfolio enters into equity index futures and options thereon to enhance total return and/or to manage certain investment risks.

Interest Rate Risk: The Portfolio utilizes various interest rate derivatives including futures, interest rate swaps and cross-currency swaps to enhance total return, to seek to hedge against fluctuations in interest rates, and/or to change the effective duration of its portfolio.

The Portfolio enters into swap contracts, over-the-counter options and forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those derivatives in a liability position. At October 31, 2012, the fair value, excluding upfront payments, of derivatives with credit-related contingent features in a net liability position was $9,741,454. The aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $1,878,951 at October 31, 2012.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts, over-the-counter options and forward foreign currency exchange contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. The Portfolio is not subject to counterparty credit risk with respect to its written options as the Portfolio, not the counterparty, is obligated to perform under such derivatives. At October 31, 2012, the maximum amount of loss the Portfolio would incur due to counterparty risk was $16,087,792, with the highest amount from any one counterparty being $2,815,628. Such maximum amount would be reduced by any unamortized upfront payments received by the Portfolio. Such amount would be increased by any unamortized upfront payments made by the Portfolio. To mitigate this risk, the Portfolio (and Subsidiary) has entered into master netting agreements with substantially all its derivative counterparties, which allows it and a counterparty to aggregate amounts owed by each of them for derivative transactions under the agreement into a single net amount payable by either the Portfolio (and Subsidiary) or the counterparty. At October 31, 2012, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $5,839,000 due to master netting agreements. Counterparties may be required to pledge collateral in the form of cash, U.S. Government securities or highly-rated bonds for the benefit of the Portfolio if the net amount due from the counterparty with respect to a derivative contract exceeds a certain threshold. The amount of collateral posted by the counterparties with respect to such contracts would also reduce the amount of any loss incurred. Because the Subsidiary is not registered under the 1940 Act, it may not be able to negotiate terms with its counterparties that are equivalent to those a registered Portfolio may negotiate. As a result, the Subsidiary may have greater exposure to those counterparties than a registered Portfolio.


		49

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2012 was as follows:


	Fair Value
Consolidated Statement of Assets and Liabilities Caption	Credit			Equity Price			Foreign Exchange			Interest Rate			Commodity

Securities of unaffiliated issuers, at value	$	—		$	—		$	915,162		$	—		$	581,000
Net unrealized depreciation*		—			52,942			—			1,283			—
Receivable for open forward foreign currency exchange contracts		—			—			2,301,764			—			—
Receivable for open swap contracts; Premium paid/received on open swap contracts		6,431,449			—			—			10,224,101			—

Total Asset Derivatives	$	6,431,449		$	52,942		$	3,216,926		$	10,225,384		$	581,000

Written options outstanding, at value	$	—		$	—		$	(523,159	)	$	—		$	—
Net unrealized depreciation*		—			—			—			(116,435	)		(99,286	)
Payable for open forward foreign currency exchange contracts		—			—			(5,135,857	)		—			—
Payable for open swap contracts; Premium paid/received on open swap contracts		(2,920,055	)		—			—			(168,242	)		—

Total Liability Derivatives	$	(2,920,055	)	$	—		$	(5,659,016	)	$	(284,677	)	$	(99,286	)


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


The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Consolidated Statement of Operations by risk exposure for the year ended October 31, 2012 was as follows:


Consolidated Statement of Operations Caption	Credit			Equity Price			Foreign Exchange			Interest Rate			Commodity

Net realized gain (loss) — Investment transactions	$	—		$	(546,221	)	$	(330,001	)	$	—		$	(41,700	)
Futures contracts		—			—			305,557			(554,504	)		96,412
Swap contracts		(447,728	)		—			—			2,928,219			—
Forward commodity contracts		—			—			—			—			(414,003	)
Foreign currency and forward foreign currency exchange contract transactions		—			—			11,421,288			—			—

Total	$	(447,728	)	$	(546,221	)	$	11,396,844		$	2,373,715		$	(359,291	)

Change in unrealized appreciation (depreciation) — Investments	$	—		$	114,472		$	304,505		$	—		$	33,380
Written options								640,181
Futures contracts		—			52,942			—			159,290			(152,211	)
Swap contracts		(2,324,098	)		—			—			4,716,469			—
Forward commodity contracts		—			—			—			—			705,490
Foreign currency and forward foreign currency exchange contracts		—			—			(2,644,166	)		—			—

Total	$	(2,324,098	)	$	167,414		$	(1,699,480	)	$	4,875,759		$	586,659


		50

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

The average notional amounts of futures contracts, forward commodity contracts, forward foreign currency exchange contracts and swap contracts outstanding during the year ended October 31, 2012, which are indicative of the volume of these derivative types, were approximately $35,010,000, $2,560,000, $607,912,000 and $401,096,000, respectively.

The average principal amount of purchased currency options contracts, average number of purchased index options contracts and average number of purchased commodity options contracts outstanding during the year ended October 31, 2012, which are indicative of the volume of these derivative types, were approximately $35,516,000, 26,446,000 contracts and 7 contracts, respectively.

6 Line of Credit

7 Risks Associated with Foreign Investments

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

8 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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


		51

Emerging Markets Local Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

At October 31, 2012, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1			Level 2			Level 3		Total

Foreign Government Bonds	$	—		$	607,876,393		$	—	$	607,876,393
Common Stocks		—			2,868,188	*		—		2,868,188
Precious Metals		7,508,916			—			—		7,508,916
Currency Call Options Purchased		—			883,078			—		883,078
Currency Put Options Purchased		—			32,084			—		32,084
Put Options Purchased		581,000			—			—		581,000
Short-Term Investments —
Foreign Government Securities		—			80,307,000			—		80,307,000
U.S. Treasury Obligations		—			17,903,423			—		17,903,423
Repurchase Agreements		—			30,363,759			—		30,363,759
Other		—			28,664,279			—		28,664,279

Total Investments	$	8,089,916		$	768,898,204		$	—	$	776,988,120

Forward Foreign Currency Exchange Contracts	$	—		$	2,301,764		$	—	$	2,301,764
Swap Contracts		—			16,655,550			—		16,655,550
Futures Contracts		54,225			—			—		54,225

Total	$	8,144,141		$	787,855,518		$	—	$	795,999,659

Liability Description

Securities Sold Short	$	—		$	(33,906,075	)	$	—		(33,906,075	)
Forward Foreign Currency Exchange Contracts		—			(5,135,857	)		—		(5,135,857	)
Swap Contracts		—			(3,088,297	)		—		(3,088,297	)
Futures Contracts		(215,721	)		—			—		(215,721	)
Currency Call Options Written		—			(483,963	)		—		(483,963	)
Currency Put Options Written		—			(39,196	)		—		(39,196	)

Total	$	(215,721	)	$	(42,653,388	)	$	—	$	(42,869,109	)

*	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.


		52

Emerging Markets Local Income Portfolio

October 31, 2012

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying consolidated statement of assets and liabilities of Emerging Markets Local Income Portfolio and subsidiary (the “Portfolio”), including the consolidated portfolio of investments, as of October 31, 2012, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended, and the consolidated supplementary data for each of the five years in the period then ended. These consolidated financial statements and consolidated supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated supplementary data based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and consolidated supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements and consolidated supplementary data referred to above present fairly, in all material respects, the financial position of Emerging Markets Local Income Portfolio and subsidiary as of October 31, 2012, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2012


		53

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Emerging Markets Local Income Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 187 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.


Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) and Directorships 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 187 registered investment companies. 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 and Hexavest Inc.


Noninterested Trustees

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

Benjamin C. Esty 1963	Trustee	Of the Trust since 2005 and of the Portfolio since 2007	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Of the Trust since 2003 and of the Portfolio since 2007	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾None.


		54

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Management and Organization — continued


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

Ronald A. Pearlman 1940	Trustee	Of the Trust since 2003 and of the Portfolio since 2007	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Of the Trust since 1998 and of the Portfolio since 2007	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) and Professor of Law (2001-2006), University of California at Los Angeles School of Law. Directorships in the Last Five Years.⁽¹⁾ None.

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

Ralph F. Verni 1943	Chairman of the Board and Trustee	Chairman of the Board and Trustee of the Portfolio since 2007 and Trustee of the Trust since 2005	Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006). Directorships in the Last Five Years.⁽¹⁾ None.


Principal Officers who are not Trustees
Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) During Past Five Years
Duncan W. Richardson 1957	President of the Trust	Since 2011	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Michael A. Cirami 1975	President of the Portfolio	Since 2012	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Vice President and Chief Income Investment Officer 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.


		55

Eaton Vance

Emerging Markets Local Income Fund

October 31, 2012

Management and Organization — continued


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

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

Paul M. O’Neil 1953	Chief Compliance Officer	Of the Trust since 2004 and of the Portfolio since 2007	Vice President of EVM and BMR.

⁽¹⁾


		56

Eaton Vance Funds

IMPORTANT NOTICES

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


		57

This Page Intentionally Left Blank

Investment Adviser of Emerging Markets Local Income Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

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

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

LOGO


3040-12/12		EMISRC

Eaton Vance

Floating-Rate Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

Floating-Rate Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			19 and 49

Federal Tax Information			20

Management and Organization			50

Important Notices			53

Eaton Vance

Floating-Rate Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

The U.S. floating-rate loan market generated solid results for the 12-month period ended October 31, 2012, as measured by the 8.48% return of the S&P/LSTA Leveraged Loan Index,² a broad barometer of the asset class. Returns of the Index reflected an increase in loan prices, plus investment income.

Throughout the past 12 months, the floating-rate market exhibited resilience amid low U.S. economic growth and uncertainty regarding U.S. fiscal policy. This resilience was due to favorable market technical and fundamental conditions. The net supply of floating-rate loans was moderate, as loan repayments by issuers helped offset new issue supply coming to market. At the same time, demand strengthened. Improved economic data and the U.S. Federal Reserve’s pledge to keep interest rates low appeared to have fueled investors’ appetite for higher-yielding alternatives to government bonds. Other investors turned to floating-rate loans for protection against potentially rising interest rates. In the institutional market, buying by pension funds, hedge funds, structured vehicles and other institutional investors, such as value crossover strategies, also expanded as the period progressed. For the period overall, the modest growth in the overall supply of loans was easily absorbed due to widespread investor demand.

In terms of issuer fundamentals, improving corporate balance sheets and better-than-expected earnings growth also helped bolster loans. Furthermore, the default rate in the market remained well below longer-term averages, ending October 31, 2012 at 1.1% by principal amount on a last-12-months basis, according to S&P Leveraged Commentary & Data (LCD).

Fund Performance

For the fiscal year ended October 31, 2012, Eaton Vance Floating-Rate Fund’s (the Fund) Class A shares at net asset value (NAV) had a total return of 7.17%. By comparison, the Fund’s benchmark, the S&P/LSTA Leveraged Loan Index (the Index), gained 8.48% during the period.

The Fund’s underweight to the lower-quality segment of the market detracted from performance relative to the Index. Specifically, the Fund’s holdings were biased toward higher-quality BB- and B-rated⁷ loans. At the same time, the Fund had an underweight to CCC-rated loans. For the year, BB-rated loans in the Index returned 6.60%, B-rated loans in the Index gained 10.12% and CCC-rated loans in the Index rose 9.93%. Within the BB- and B-rated space, the Fund had a more

pronounced overweight to the higher-rated BB-ratings tier, providing a further drag on relative results versus the Index.

Additionally, the Fund’s underweight exposure to publishing and financial intermediaries — which outperformed the broad market — and overweight exposure to the leisure goods/ activities/movies segment — which underperformed the broad market — detracted from performance relative to the Index.

Contributing to relative performance versus the Index were the Fund’s underweight exposures to utilities and telecommunications as these segments underperformed the overall loan market.

The Fund generated attractive income during the year, despite ultra low levels of short-term interest rates.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

Floating-Rate Fund

October 31, 2012

Performance^2,3

Portfolio Managers Scott H. Page, CFA and Craig P. Russ


% Average Annual Total Returns	Inception Date			One Year			Five Years			Ten Years			Since Inception
Advisers Class at NAV		02/07/2001			7.16	%		3.73	%		4.27	%		—
Class A at NAV		05/05/2003			7.17			3.74			—			4.16	%
Class A with 2.25% Maximum Sales Charge		—			4.77			3.27			—			3.91
Class B at NAV		02/05/2001			6.36			2.96			3.49			—
Class B with 5% Maximum Sales Charge		—			1.36			2.62			3.49			—
Class C at NAV		02/01/2001			6.36			2.96			3.49			—
Class C with 1% Maximum Sales Charge		—			5.36			2.96			3.49			—
Class I at NAV		01/30/2001			7.41			4.01			4.54			—
S&P/LSTA Leveraged Loan Index		—			8.48	%		5.21	%		5.88	%		—


% Total Annual Operating Expense Ratios⁴	Advisers Class			Class A			Class B			Class C			Class I
		1.01	%		1.01	%		1.76	%		1.76	%		0.76	%

Performance of $250,000

This graph shows the change in value of a hypothetical investment of $250,000 in Class I of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

LOGO


Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Advisers Class	$10,000	10/31/2002	$15,197	N.A.
Class A	$10,000	05/05/2003	$14,722	$14,391
Class B	$10,000	10/31/2002	$14,097	N.A.
Class C	$10,000	10/31/2002	$14,098	N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Floating-Rate Fund

October 31, 2012

Fund Profile⁵


Top 10 Holdings (% of total investments)⁶

Rite Aid Corporation	1.0	%
Intelsat Jackson Holdings Ltd.	1.0
Asurion LLC	1.0
HCA, Inc.	0.9
Alliance Boots Holdings Limited	0.9
Del Monte Foods Company	0.9
Hertz Corporation (The)	0.9
MetroPCS Wireless, Inc.	0.8
Infor (US), Inc.	0.8
Chrysler Group LLC	0.7
Total	8.9	%


Top 10 Sectors (% of total investments)⁶

Health Care	12.4	%
Business Equipment and Services	8.2
Electronics/Electrical	5.7
Automotive	4.4
Chemicals and Plastics	4.0
Telecommunications	3.9
Publishing	3.8
Leisure Goods/Activities/Movies	3.7
Food Products	3.5
Food Service	3.5
Total	53.1	%

LOGO

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Floating-Rate Fund

October 31, 2012

Endnotes and Additional Disclosures

S&P/LSTA Leveraged Loan Index is an unmanaged index of the institutional leveraged loan market. 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.

⁴	Source: Fund prospectus.

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

⁶	Excludes cash and cash equivalents.

⁷

Ratings are based on Moody’s, S&P or Fitch, as applicable. Credit ratings are based largely on the rating agency’s investment analysis at the time of rating and the rating assigned to any particular security is not necessarily a reflection of the issuer’s current financial condition. The rating assigned to a security by a rating agency does not necessarily reflect its assessment of the volatility of a security’s market value or of the liquidity of an investment in the security. If securities are rated differently by the rating agencies, the higher rating is applied. Ratings of BBB or higher by Standard and Poor’s or Fitch (Baa or higher by Moody’s) are considered to be investment grade quality.

Fund profile subject to change due to active management.


		5

Eaton Vance

Floating-Rate Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)		Annualized Expense Ratio


Actual
Advisers Class	$	1,000.00	$	1,029.00	$	5.15		1.01	%
Class A	$	1,000.00	$	1,029.80	$	5.15		1.01	%
Class B	$	1,000.00	$	1,026.20	$	9.01		1.77	%
Class C	$	1,000.00	$	1,025.10	$	8.96		1.76	%
Class I	$	1,000.00	$	1,031.30	$	3.88		0.76	%



Hypothetical
(5% return per year before expenses)
Advisers Class	$	1,000.00	$	1,020.10	$	5.13		1.01	%
Class A	$	1,000.00	$	1,020.10	$	5.13		1.01	%
Class B	$	1,000.00	$	1,016.20	$	8.97		1.77	%
Class C	$	1,000.00	$	1,016.30	$	8.92		1.76	%
Class I	$	1,000.00	$	1,021.30	$	3.86		0.76	%


		6

Eaton Vance

Floating-Rate Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investment in Floating Rate Portfolio, at value (identified cost, $7,783,042,696)	$	7,825,509,120
Receivable for Fund shares sold		37,810,245
Total assets	$	7,863,319,365

Liabilities
Payable for Fund shares redeemed	$	17,127,509
Distributions payable		11,342,298
Payable to affiliates:
Distribution and service fees		1,135,815
Administration fee		977,851
Trustees’ fees		42
Accrued expenses		1,033,634
Total liabilities	$	31,617,149
Net Assets	$	7,831,702,216

Sources of Net Assets
Paid-in capital	$	8,063,676,182
Accumulated net realized loss from Portfolio		(266,813,554	)
Accumulated distributions in excess of net investment income		(7,626,836	)
Net unrealized appreciation from Portfolio		42,466,424
Total	$	7,831,702,216

Advisers Class Shares
Net Assets	$	519,542,329
Shares Outstanding		57,128,149
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	9.09

Class A Shares
Net Assets	$	1,620,674,735
Shares Outstanding		172,305,385
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	9.41
Maximum Offering Price Per Share
(100 ÷ 97.75 of net asset value per share)	$	9.63

Class B Shares
Net Assets	$	25,324,980
Shares Outstanding		2,789,465
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	9.08

Class C Shares
Net Assets	$	789,511,804
Shares Outstanding		86,921,158
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	9.08

Class I Shares
Net Assets	$	4,876,648,368
Shares Outstanding		535,947,306
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	9.10

On	sales of $100,000 or more, the offering price of Class A shares is reduced.

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


		7		See Notes to Financial Statements.

Eaton Vance

Floating-Rate Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest and other income allocated from Portfolio	$	400,903,716
Dividends allocated from Portfolio		4,918,213
Expenses allocated from Portfolio		(41,767,722	)
Total investment income from Portfolio	$	364,054,207

Expenses
Administration fee	$	11,549,087
Distribution and service fees
Advisers Class		1,212,113
Class A		3,670,269
Class B		325,756
Class C		7,691,904
Trustees’ fees and expenses		500
Custodian fee		38,343
Transfer and dividend disbursing agent fees		4,466,430
Legal and accounting services		72,088
Printing and postage		937,137
Registration fees		96,974
Miscellaneous		48,755
Total expenses	$	30,109,356

Net investment income	$	333,944,851

Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	19,683,217
Swap contracts		(909,701	)
Foreign currency and forward foreign currency exchange contract transactions		25,637,649
Net realized gain	$	44,411,165
Change in unrealized appreciation (depreciation) —
Investments	$	168,855,402
Swap contracts		(846,702	)
Foreign currency and forward foreign currency exchange contracts		(7,186,295	)
Net change in unrealized appreciation (depreciation)	$	160,822,405

Net realized and unrealized gain	$	205,233,570

Net increase in net assets from operations	$	539,178,421


		8		See Notes to Financial Statements.

Eaton Vance

Floating-Rate Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	333,944,851		$	289,699,824
Net realized gain (loss) from investment transactions, swap contracts and foreign currency and forward foreign currency exchange contract transactions		44,411,165			(13,731,371	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency and forward foreign currency exchange contracts		160,822,405			(85,895,222	)
Net increase in net assets from operations	$	539,178,421		$	190,073,231
Distributions to shareholders —
From net investment income
Advisers Class	$	(20,585,388	)	$	(21,432,506	)
Class A		(62,390,589	)		(57,075,853	)
Class B		(1,130,752	)		(1,576,040	)
Class C		(26,894,967	)		(25,501,335	)
Class I		(221,889,919	)		(179,405,173	)
Tax return of capital
Advisers Class		—			(815,482	)
Class A		—			(2,171,670	)
Class B		—			(59,967	)
Class C		—			(970,296	)
Class I		—			(6,826,160	)
Total distributions to shareholders	$	(332,891,615	)	$	(295,834,482	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Advisers Class	$	157,689,418		$	399,281,466
Class A		527,302,015			996,681,474
Class B		1,647,996			11,923,535
Class C		133,094,618			275,080,563
Class I		2,142,614,643			3,917,813,641
Net asset value of shares issued to shareholders in payment of distributions declared
Advisers Class		19,661,046			20,602,176
Class A		56,070,258			48,713,299
Class B		942,089			1,113,520
Class C		20,295,552			18,143,158
Class I		78,063,837			58,488,929
Cost of shares redeemed
Advisers Class		(162,838,764	)		(352,091,893	)
Class A		(464,571,888	)		(748,651,194	)
Class B		(7,137,703	)		(13,512,001	)
Class C		(166,621,878	)		(238,003,109	)
Class I		(2,585,556,155	)		(1,590,280,252	)
Net asset value of shares exchanged
Class A		12,055,754			13,347,912
Class B		(12,055,754	)		(13,347,912	)
Redemption fees		—			96,079
Net increase (decrease) in net assets from Fund share transactions	$	(249,344,916	)	$	2,805,399,391

Net increase (decrease) in net assets	$	(43,058,110	)	$	2,699,638,140

Net Assets
At beginning of year	$	7,874,760,326		$	5,175,122,186
At end of year	$	7,831,702,216		$	7,874,760,326

Accumulated distributions in excess of net investment income included in net assets
At end of year	$	(7,626,836	)	$	(14,738,985	)


		9		See Notes to Financial Statements.

Eaton Vance

Floating-Rate Fund

October 31, 2012

Financial Highlights


	Advisers Class
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	8.850		$	8.880		$	8.450		$	7.000		$	9.590

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.382		$	0.342		$	0.345		$	0.362		$	0.545
Net realized and unrealized gain (loss)		0.239			(0.018	)		0.488			1.442			(2.618	)

Total income (loss) from operations	$	0.621		$	0.324		$	0.833		$	1.804		$	(2.073	)

Less Distributions
From net investment income	$	(0.381	)	$	(0.341	)	$	(0.404	)	$	(0.356	)	$	(0.435	)
Tax return of capital		—			(0.013	)		—			—			(0.083	)

Total distributions	$	(0.381	)	$	(0.354	)	$	(0.404	)	$	(0.356	)	$	(0.518	)

Redemption fees⁽¹⁾	$	—		$	0.000	⁽²⁾	$	0.001		$	0.002		$	0.001

Net asset value — End of year	$	9.090		$	8.850		$	8.880		$	8.450		$	7.000

Total Return⁽³⁾		7.16	%		3.68	%		10.08	%		26.83	%		(22.55	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	519,542		$	492,206		$	432,169		$	355,499		$	375,801
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.02	%		1.01	%		1.05	%		1.12	%		1.19	%
Net investment income		4.26	%		3.82	%		3.96	%		4.95	%		6.11	%
Portfolio Turnover of the Portfolio		42	%		56	%		39	%		35	%		7	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Amount is less than $0.0005.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		10		See Notes to Financial Statements.

Eaton Vance

Floating-Rate Fund

October 31, 2012

Financial Highlights — continued


	Class A
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	9.160		$	9.180		$	8.740		$	7.240		$	9.920

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.395		$	0.355		$	0.356		$	0.372		$	0.560
Net realized and unrealized gain (loss)		0.248			(0.010	)		0.499			1.494			(2.705	)

Total income (loss) from operations	$	0.643		$	0.345		$	0.855		$	1.866		$	(2.145	)

Less Distributions
From net investment income	$	(0.393	)	$	(0.352	)	$	(0.416	)	$	(0.368	)	$	(0.450	)
Tax return of capital		—			(0.013	)		—			—			(0.086	)

Total distributions	$	(0.393	)	$	(0.365	)	$	(0.416	)	$	(0.368	)	$	(0.536	)

Redemption fees⁽¹⁾	$	—		$	0.000	⁽²⁾	$	0.001		$	0.002		$	0.001

Net asset value — End of year	$	9.410		$	9.160		$	9.180		$	8.740		$	7.240

Total Return⁽³⁾		7.17	%		3.79	%		10.00	%		27.01	%		(22.66	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	1,620,675		$	1,450,518		$	1,160,014		$	946,191		$	646,322
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.02	%		1.01	%		1.04	%		1.12	%		1.19	%
Net investment income		4.26	%		3.83	%		3.96	%		4.90	%		6.08	%
Portfolio Turnover of the Portfolio		42	%		56	%		39	%		35	%		7	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Amount is less than $0.0005.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		11		See Notes to Financial Statements.

Eaton Vance

Floating-Rate Fund

October 31, 2012

Financial Highlights — continued


	Class B
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	8.840		$	8.860		$	8.440		$	6.990		$	9.590

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.312		$	0.275		$	0.280		$	0.315		$	0.469
Net realized and unrealized gain (loss)		0.241			(0.007	)		0.479			1.436			(2.616	)

Total income (loss) from operations	$	0.553		$	0.268		$	0.759		$	1.751		$	(2.147	)

Less Distributions
From net investment income	$	(0.313	)	$	(0.277	)	$	(0.340	)	$	(0.303	)	$	(0.382	)
Tax return of capital		—			(0.011	)		—			—			(0.072	)

Total distributions	$	(0.313	)	$	(0.288	)	$	(0.340	)	$	(0.303	)	$	(0.454	)

Redemption fees⁽¹⁾	$	—		$	0.000	⁽²⁾	$	0.001		$	0.002		$	0.001

Net asset value — End of year	$	9.080		$	8.840		$	8.860		$	8.440		$	6.990

Total Return⁽³⁾		6.36	%		3.04	%		9.17	%		25.96	%		(23.22	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	25,325		$	41,084		$	55,067		$	66,309		$	85,386
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.77	%		1.76	%		1.80	%		1.88	%		1.94	%
Net investment income		3.49	%		3.08	%		3.23	%		4.38	%		5.29	%
Portfolio Turnover of the Portfolio		42	%		56	%		39	%		35	%		7	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Amount is less than $0.0005.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		12		See Notes to Financial Statements.

Eaton Vance

Floating-Rate Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	8.840		$	8.870		$	8.440		$	6.990		$	9.590

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.314		$	0.276		$	0.279		$	0.308		$	0.472
Net realized and unrealized gain (loss)		0.239			(0.018	)		0.491			1.443			(2.619	)

Total income (loss) from operations	$	0.553		$	0.258		$	0.770		$	1.751		$	(2.147	)

Less Distributions
From net investment income	$	(0.313	)	$	(0.277	)	$	(0.341	)	$	(0.303	)	$	(0.382	)
Tax return of capital		—			(0.011	)		—			—			(0.072	)

Total distributions	$	(0.313	)	$	(0.288	)	$	(0.341	)	$	(0.303	)	$	(0.454	)

Redemption fees⁽¹⁾	$	—		$	0.000	⁽²⁾	$	0.001		$	0.002		$	0.001

Net asset value — End of year	$	9.080		$	8.840		$	8.870		$	8.440		$	6.990

Total Return⁽³⁾		6.36	%		2.92	%		9.29	%		25.96	%		(23.22	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	789,512		$	782,241		$	733,767		$	618,351		$	512,400
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.77	%		1.76	%		1.80	%		1.87	%		1.94	%
Net investment income		3.51	%		3.08	%		3.21	%		4.22	%		5.31	%
Portfolio Turnover of the Portfolio		42	%		56	%		39	%		35	%		7	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Amount is less than $0.0005.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		13		See Notes to Financial Statements.

Eaton Vance

Floating-Rate Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	8.860		$	8.880		$	8.450		$	7.000		$	9.590

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.403		$	0.366		$	0.363		$	0.372		$	0.550
Net realized and unrealized gain (loss)		0.240			(0.011	)		0.491			1.450			(2.601	)

Total income (loss) from operations	$	0.643		$	0.355		$	0.854		$	1.822		$	(2.051	)

Less Distributions
From net investment income	$	(0.403	)	$	(0.361	)	$	(0.425	)	$	(0.374	)	$	(0.456	)
Tax return of capital		—			(0.014	)		—			—			(0.084	)

Total distributions	$	(0.403	)	$	(0.375	)	$	(0.425	)	$	(0.374	)	$	(0.540	)

Redemption fees⁽¹⁾	$	—		$	0.000	⁽²⁾	$	0.001		$	0.002		$	0.001

Net asset value — End of year	$	9.100		$	8.860		$	8.880		$	8.450		$	7.000

Total Return⁽³⁾		7.41	%		4.04	%		10.34	%		27.14	%		(22.36	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	4,876,648		$	5,108,712		$	2,794,104		$	879,161		$	353,249
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		0.77	%		0.76	%		0.79	%		0.87	%		0.92	%
Net investment income		4.50	%		4.09	%		4.16	%		4.99	%		6.22	%
Portfolio Turnover of the Portfolio		42	%		56	%		39	%		35	%		7	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Amount is less than $0.0005.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		14		See Notes to Financial Statements.

Eaton Vance

Floating-Rate Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Floating-Rate Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers five classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). The Advisers Class and Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Beginning January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Floating Rate Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (83.0% at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

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

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

C Federal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. At October 31, 2012, the Fund, for federal income tax purposes, had a capital loss carryforward of $252,389,796 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2016 ($190,856,000), October 31, 2017 ($32,557,773) and October 31, 2018 ($28,976,023). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2012.

During the year ended October 31, 2012, a capital loss carryforward of $52,143,879 was utilized to offset net realized gains by the Fund.


		15

Eaton Vance

Floating-Rate Fund

October 31, 2012

Notes to Financial Statements — continued

H Redemption Fees — Prior to January 1, 2011 and upon the redemption or exchange of shares by Advisers Class, Class A and Class I shareholders within 90 days of the settlement of purchase, a fee of 1% of the current net asset value of these shares was assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee was accounted for as an addition to paid-in capital. Effective January 1, 2011, Advisers Class, Class A and Class I shares are no longer subject to a redemption fee.

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

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Ordinary income	$	332,891,615	$	284,990,907
Tax return of capital	$	—	$	10,843,575

During the year ended October 31, 2012, accumulated net realized loss was decreased by $1,227,911, accumulated distributions in excess of net investment income was decreased by $6,058,913 and paid-in capital was decreased by $7,286,824 due to differences between book and tax accounting, primarily for swap contracts, mixed straddles and foreign currency gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	3,578,273
Capital loss carryforward	$	(252,389,796	)
Net unrealized appreciation	$	28,179,855
Other temporary differences	$	(11,342,298	)

3 Transactions with Affiliates

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $306,425 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $76,228 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. EVD also received distribution and service fees from Advisers Class, Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).


		16

Eaton Vance

Floating-Rate Fund

October 31, 2012

Notes to Financial Statements — continued

4 Distribution Plans

The Fund has in effect distribution plans for the Advisers Class shares and Class A shares (Advisers/Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Advisers/Class A Plan, the Fund pays EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Advisers Class and Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2012 amounted to $1,212,113 for Advisers Class shares and $3,670,269 for Class A shares. The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class B and Class C Plans, the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2012, the Fund paid or accrued to EVD $244,317 and $5,768,928 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2012, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $11,257,000 and $208,726,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $81,439 and $1,922,976 for Class B and Class C shares, respectively.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $56,000, $42,000 and $107,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investment in the Portfolio aggregated $890,639,363 and $1,511,414,595, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Advisers Class	2012			2011

Sales		17,543,503			44,296,719
Issued to shareholders electing to receive payments of distributions in Fund shares		2,190,892			2,300,548
Redemptions		(18,198,506	)		(39,683,951	)

Net increase		1,535,889			6,913,316


		17

Eaton Vance

Floating-Rate Fund

October 31, 2012

Notes to Financial Statements — continued


	Year Ended October 31,
Class A	2012			2011

Sales		56,750,130			106,871,954
Issued to shareholders electing to receive payments of distributions in Fund shares		6,040,041			5,268,471
Redemptions		(50,194,747	)		(81,529,341	)
Exchange from Class B shares		1,302,567			1,447,361

Net increase		13,897,991			32,058,445


	Year Ended October 31,
Class B	2012			2011

Sales		185,443			1,326,831
Issued to shareholders electing to receive payments of distributions in Fund shares		105,264			124,665
Redemptions		(800,251	)		(1,517,214	)
Exchange to Class A shares		(1,349,188	)		(1,498,631	)

Net decrease		(1,858,732	)		(1,564,349	)


	Year Ended October 31,
Class C	2012			2011

Sales		14,838,143			30,556,428
Issued to shareholders electing to receive payments of distributions in Fund shares		2,264,371			2,031,564
Redemptions		(18,642,279	)		(26,870,189	)

Net increase (decrease)		(1,539,765	)		5,717,803


	Year Ended October 31,
Class I	2012			2011

Sales		238,765,116			434,691,707
Issued to shareholders electing to receive payments of distributions in Fund shares		8,691,160			6,538,780
Redemptions		(288,207,256	)		(179,130,199	)

Net increase (decrease)		(40,750,980	)		262,100,288

For the year ended October 31, 2011, the Fund received $96,079 in redemption fees.


		18

Eaton Vance

Floating-Rate Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Floating-Rate Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Floating-Rate Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Floating-Rate Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2012


		19

Eaton Vance

Floating-Rate Fund

October 31, 2012

Federal Tax Information (Unaudited)

Qualified Dividend Income. The Fund designates approximately $4,918,213, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2012 ordinary income dividends, 1.45% qualifies for the corporate dividends received deduction.


		20

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments


Senior Floating-Rate Interests — 92.1%⁽¹⁾


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Aerospace and Defense — 1.6%
Booz Allen Hamilton Inc.
Term Loan, 4.50%, Maturing July 31, 2019		8,900	$	8,965,824
DAE Aviation Holdings, Inc.
Revolving Loan, 3.53%, Maturing July 31, 2013⁽²⁾		20,000		18,650,000
Term Loan, 7.25%, Maturing July 31, 2014		17,676		17,675,616
Term Loan, 7.25%, Maturing July 31, 2014		17,963		17,963,473
Ducommun Incorporated
Term Loan, 5.50%, Maturing June 28, 2017		6,638		6,737,129
IAP Worldwide Services, Inc.
Term Loan, 9.25%, Maturing December 28, 2012		30,143		24,491,339
Sequa Corporation
Term Loan, 3.62%, Maturing December 3, 2014		8,989		8,984,762
Term Loan, 6.25%, Maturing December 3, 2014		3,002		3,009,818
TASC, Inc.
Term Loan, 4.50%, Maturing December 18, 2015		11,461		11,482,728
Transdigm, Inc.
Term Loan, 4.00%, Maturing February 14, 2017		11,227		11,277,626
Term Loan, 4.00%, Maturing February 14, 2017		12,857		12,909,289
Wesco Aircraft Hardware Corp.
Term Loan, 4.25%, Maturing April 7, 2017		1,989		1,998,133
Wyle Services Corporation
Term Loan, 5.00%, Maturing March 27, 2017		11,189		11,259,258

			$	155,404,995


Air Transport — 0.3%
Evergreen International Aviation, Inc.
Term Loan, 11.50%, Maturing June 30, 2015		11,051	$	10,774,919
Orbitz Worldwide Inc.
Term Loan, 3.21%, Maturing July 25, 2014		18,599		18,189,469

			$	28,964,388


Automotive — 4.5%
Allison Transmission, Inc.
Term Loan, 2.72%, Maturing August 7, 2014		16,237	$	16,280,159
Term Loan, 4.25%, Maturing August 23, 2019		43,299		43,555,555
Autoparts Holdings Limited
Term Loan, 6.50%, Maturing July 28, 2017		8,025		7,995,109
Chrysler Group LLC
Term Loan, 6.00%, Maturing May 24, 2017		70,187		71,902,705
Federal-Mogul Corporation
Term Loan, 2.15%, Maturing December 29, 2014		38,295		36,104,877
Term Loan, 2.15%, Maturing December 28, 2015		21,990		20,732,517


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Automotive (continued)
Financiere Truck Investissement SAS
Term Loan, 2.35%, Maturing February 15, 2013	EUR		1,479	$	1,826,537
Ford Motor Company
Revolving Loan, 0.25%, Maturing November 30, 2015⁽²⁾			4,852		4,615,851
Goodyear Tire & Rubber Company (The)
Term Loan - Second Lien, 4.75%, Maturing April 30, 2019			64,325		65,048,656
HHI Holdings LLC
Term Loan, 6.00%, Maturing October 3, 2018			23,250		23,250,000
Metaldyne Company LLC
Term Loan, 5.25%, Maturing May 18, 2017			23,428		23,545,410
Remy International, Inc.
Term Loan, 6.25%, Maturing December 16, 2016			5,275		5,314,584
SRAM, LLC
Term Loan, 4.78%, Maturing June 7, 2018			22,516		22,741,391
Term Loan - Second Lien, 8.50%, Maturing December 7, 2018			3,000		3,060,000
Tomkins LLC
Term Loan, 4.25%, Maturing September 29, 2016			31,011		31,220,296
TriMas Corporation
Term Loan, Maturing October 10, 2019⁽³⁾			9,775		9,799,437
UCI International, Inc.
Term Loan, 5.50%, Maturing July 26, 2017			3,402		3,435,863
Veyance Technologies, Inc.
Term Loan, 2.47%, Maturing July 31, 2014			4,312		4,280,419
Term Loan, 2.47%, Maturing July 31, 2014			26,659		26,465,513
Term Loan, 5.50%, Maturing July 31, 2014			4,005		4,019,893
Term Loan - Second Lien, 5.96%, Maturing July 31, 2015			2,000		1,940,000

				$	427,134,772


Beverage and Tobacco — 0.0%⁽⁴⁾
Maine Beverage Company
Term Loan, 2.11%, Maturing March 31, 2013			157	$	155,964

				$	155,964


Building and Development — 1.2%
401 North Wabash Venture LLC
Term Loan, 6.75%, Maturing August 1, 2013⁽⁵⁾			4,879	$	4,882,243
Armstrong World Industries, Inc.
Term Loan, 4.00%, Maturing March 9, 2018			19,063		19,154,725
Goodman Global Inc.
Term Loan, 5.75%, Maturing October 28, 2016			11,950		12,001,488


		21		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Building and Development (continued)
Preferred Proppants, LLC
Term Loan, 7.50%, Maturing December 15, 2016			8,511	$	8,074,515
RE/MAX International, Inc.
Term Loan, 5.50%, Maturing April 15, 2016			12,230		12,321,653
Realogy Corporation
Term Loan, 3.24%, Maturing October 10, 2013			2,700		2,659,023
Term Loan, 4.46%, Maturing October 10, 2016			9,207		9,201,711
Term Loan, 4.46%, Maturing October 10, 2016			719		718,202
Summit Materials Companies I, LLC
Term Loan, 6.00%, Maturing January 30, 2019			6,990		7,060,501
The Woodlands Land Development Company L.P.
Term Loan, 5.00%, Maturing March 7, 2014			19,259		18,970,370
Tishman Speyer U.S. Office, Inc.
Term Loan, 5.21%, Maturing January 8, 2014			13,475		13,620,530

				$	108,664,961


Business Equipment and Services — 8.5%
ACCO Brands Corporation
Term Loan, 4.25%, Maturing April 30, 2019			4,796	$	4,846,831
Acosta, Inc.
Term Loan, 5.00%, Maturing March 1, 2018			32,615		32,818,945
Advantage Sales & Marketing, Inc.
Term Loan, 5.25%, Maturing December 18, 2017			35,223		35,302,274
Affinion Group, Inc.
Term Loan, 5.00%, Maturing July 16, 2015			40,942		38,664,304
Allied Security Holdings, LLC
Term Loan, 5.25%, Maturing February 3, 2017			13,199		13,232,058
Altegrity, Inc.
Term Loan, 7.75%, Maturing February 20, 2015			4,678		4,677,706
Term Loan, 2.96%, Maturing February 21, 2015			14,944		13,897,694
BAR/BRI Review Courses, Inc.
Term Loan, 6.00%, Maturing June 16, 2017			5,893		5,900,246
Brand Energy & Infrastructure Services, Inc.
Term Loan, Maturing October 16, 2016⁽³⁾			1,819		1,819,355
Term Loan, Maturing October 16, 2018⁽³⁾			7,581		7,555,379
Brickman Group Holdings Inc.
Term Loan, 5.50%, Maturing October 14, 2016			11,499		11,671,337
Brock Holdings III, Inc.
Term Loan, 6.01%, Maturing March 16, 2017			16,348		16,511,221
Catalina Marketing Corporation
Term Loan, 2.96%, Maturing October 1, 2014			5,842		5,827,299
ClientLogic Corporation
Term Loan, 6.86%, Maturing January 30, 2017	EUR		569		671,651
Term Loan, 7.10%, Maturing January 30, 2017			9,682		9,464,497


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Business Equipment and Services (continued)
Corporate Executive Board Company, The
Term Loan, 5.00%, Maturing July 2, 2019		5,650	$	5,692,375
CPM Acquisition Corp.
Term Loan, 6.25%, Maturing August 29, 2017		5,375		5,418,672
DynCorp International LLC
Term Loan, 6.25%, Maturing July 7, 2016		10,003		10,061,194
Education Management LLC
Term Loan, 4.38%, Maturing June 1, 2016		1,159		976,821
Term Loan, 8.25%, Maturing March 29, 2018		24,467		21,705,549
EIG Investors Corp.
Term Loan, 7.75%, Maturing April 20, 2018		16,209		16,300,553
Term Loan - Second Lien, 11.00%, Maturing October 22, 2018		3,125		3,156,250
Expert Global Solutions, Inc.
Term Loan, 8.00%, Maturing April 3, 2018		24,079		24,319,790
Garda World Security Corp.
Term Loan, Maturing October 24, 2019⁽³⁾		4,225		4,261,969
Genesys Telecom Holdings, U.S., Inc.
Term Loan, 6.75%, Maturing January 31, 2019		7,363		7,478,047
Genpact International, Inc.
Term Loan, 4.25%, Maturing August 30, 2019		17,350		17,415,062
Go Daddy Operating Company, LLC
Term Loan, 5.50%, Maturing December 17, 2018		20,497		20,443,891
IG Investment Holdings, LLC
Term Loan, Maturing October 26, 2019⁽³⁾		8,850		8,838,937
IMS Health Incorporated
Term Loan, 4.50%, Maturing August 25, 2017		23,062		23,230,429
Infor (US), Inc.
Term Loan, 5.25%, Maturing April 5, 2018		72,025		72,891,090
KAR Auction Services, Inc.
Term Loan, 5.00%, Maturing May 19, 2017		22,985		23,147,889
Kronos Incorporated
Term Loan, Maturing October 25, 2019⁽³⁾		17,850		17,894,625
Term Loan - Second Lien, Maturing April 24, 2020⁽³⁾		10,275		10,300,687
Language Line, LLC
Term Loan, 6.25%, Maturing June 20, 2016		20,081		19,967,861
Meritas LLC
Term Loan, 7.50%, Maturing July 28, 2017		11,915		11,915,413
Mitchell International, Inc.
Term Loan, 2.50%, Maturing March 28, 2014		1,856		1,850,310
Term Loan - Second Lien, 5.63%, Maturing March 30, 2015		1,500		1,481,250
Monitronics International Inc.
Term Loan, 5.50%, Maturing March 16, 2018		9,925		10,020,237


		22		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Business Equipment and Services (continued)
Quintiles Transnational Corp.
Term Loan, 4.50%, Maturing June 8, 2018			3,950	$	3,964,812
Term Loan, 5.00%, Maturing June 8, 2018			45,017		45,388,520
Sabre, Inc.
Term Loan, 2.21%, Maturing September 30, 2014			9,730		9,714,629
Sensus USA Inc.
Term Loan, 4.75%, Maturing May 9, 2017			1,959		1,966,402
Softlayer Technologies, Inc.
Term Loan, 7.25%, Maturing November 5, 2016			9,162		9,219,074
SunGard Data Systems, Inc.
Term Loan, 3.90%, Maturing February 26, 2016			35,647		35,792,109
Term Loan, 3.97%, Maturing February 28, 2017			24,027		24,147,016
SymphonyIRI Group, Inc.
Term Loan, 5.00%, Maturing December 1, 2017			5,900		5,911,376
Trans Union, LLC
Term Loan, 5.50%, Maturing February 12, 2018			30,289		30,614,354
Travelport LLC
Term Loan, 2.86%, Maturing August 23, 2013			154		147,530
Term Loan, 4.65%, Maturing August 21, 2015	EUR		1,481		1,827,847
Term Loan, 4.86%, Maturing August 21, 2015			13,518		12,946,178
Term Loan, 4.86%, Maturing August 21, 2015			20,702		19,826,110
Term Loan, 4.86%, Maturing August 21, 2015			8,217		7,869,580
U.S. Security Holdings, Inc.
Term Loan, 6.00%, Maturing July 28, 2017			1,610		1,623,771
Term Loan, 6.00%, Maturing July 28, 2017			8,224		8,296,132
West Corporation
Term Loan, 5.50%, Maturing July 15, 2016			6,494		6,569,403
Term Loan, 5.50%, Maturing July 15, 2016			18,039		18,249,185
Term Loan, 5.75%, Maturing June 29, 2018			12,469		12,624,609

				$	798,328,335


Cable and Satellite Television — 3.4%
Atlantic Broadband Finance, LLC
Term Loan, 5.25%, Maturing April 4, 2019			15,386	$	15,485,357
BBHI Acquisition LLC
Term Loan, 4.50%, Maturing December 14, 2017			4,794		4,818,350
Bragg Communications Incorporated
Term Loan, 4.00%, Maturing February 28, 2018			4,726		4,749,881
Cequel Communications, LLC
Term Loan, 4.00%, Maturing February 14, 2019			51,054		51,213,042
Charter Communications Operating, LLC
Term Loan, 3.47%, Maturing September 6, 2016			28,331		28,477,442
Term Loan, 4.00%, Maturing May 15, 2019			10,970		11,056,263


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Cable and Satellite Television (continued)
Crown Media Holdings, Inc.
Term Loan, 5.75%, Maturing July 14, 2018			9,055	$	9,100,574
CSC Holdings, Inc.
Term Loan, 1.96%, Maturing March 29, 2016			23,108		23,117,275
Kabel Deutschland GMBH
Term Loan, 4.25%, Maturing February 1, 2019			16,825		16,889,591
Lavena Holdings 4 GmbH
Term Loan, 2.95%, Maturing March 6, 2015	EUR		5,072		6,180,838
Term Loan, 3.32%, Maturing March 4, 2016	EUR		5,072		6,180,838
MCC Iowa LLC
Term Loan, 1.93%, Maturing January 30, 2015			7,420		7,373,226
Term Loan, 1.93%, Maturing January 30, 2015			7,540		7,492,875
Mediacom Broadband LLC
Term Loan, 4.50%, Maturing October 23, 2017			10,044		10,037,535
Mediacom Illinois, LLC
Term Loan, 1.68%, Maturing January 30, 2015			18,747		18,430,227
Term Loan, 4.50%, Maturing October 23, 2017			10,275		10,239,460
P7S1 Broadcasting Holding II B.V.
Term Loan, 2.81%, Maturing July 1, 2016	EUR		3,546		4,495,529
UPC Broadband Holding B.V.
Term Loan, 3.87%, Maturing December 31, 2016	EUR		37,765		48,681,413
Term Loan, 4.12%, Maturing December 29, 2017	EUR		2,000		2,590,043
UPC Financing Partnership
Term Loan, 3.71%, Maturing December 30, 2016			5,061		5,040,923
Term Loan, 3.71%, Maturing December 29, 2017			10,793		10,776,802
Term Loan, 4.75%, Maturing December 29, 2017			4,575		4,609,313
WaveDivision Holdings, LLC
Term Loan, 5.50%, Maturing August 9, 2019			3,475		3,511,880
YPSO Holding SA
Term Loan, 4.86%, Maturing June 6, 2016	EUR		3,336		4,099,975
Term Loan, 4.86%, Maturing June 6, 2016	EUR		5,763		7,082,418

				$	321,731,070


Chemicals and Plastics — 3.6%
AZ Chem US Inc.
Term Loan, 7.25%, Maturing December 22, 2017			12,439	$	12,714,904
Celanese U.S. Holdings LLC
Term Loan, 2.87%, Maturing October 31, 2016	EUR		667		868,423
Chemtura Corporation
Term Loan, 5.50%, Maturing August 27, 2016			10,975		11,125,906
Emerald Performance Materials, LLC
Term Loan, 6.75%, Maturing May 18, 2018			7,955		8,044,557
General Chemical Corporation
Term Loan, 5.00%, Maturing October 6, 2015			4,014		4,030,949


		23		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Chemicals and Plastics (continued)
Harko C.V.
Term Loan, 5.75%, Maturing August 2, 2017			7,922	$	7,979,428
Term Loan, 6.25%, Maturing August 2, 2017	EUR		465		602,530
Houghton International, Inc.
Revolving Loan, 0.50%, Maturing January 30, 2016⁽²⁾			1,280		1,235,200
Revolving Loan, 2.65%, Maturing January 30, 2016⁽²⁾			320		308,800
Term Loan, 6.75%, Maturing January 29, 2016			13,317		13,433,454
Huntsman International, LLC
Term Loan, 2.50%, Maturing June 30, 2016			2,285		2,282,699
Term Loan, 2.79%, Maturing April 19, 2017			12,358		12,342,130
Ineos Finance PLC
Term Loan, Maturing May 4, 2018⁽³⁾	EUR		1,824		2,378,152
Ineos US Finance LLC
Term Loan, 6.50%, Maturing May 4, 2018			48,044		48,784,121
Momentive Performance Materials GmbH
Term Loan, 3.61%, Maturing May 5, 2015	EUR		4,909		6,314,889
Momentive Performance Materials Inc.
Term Loan, 2.40%, Maturing December 4, 2013			4,750		4,726,250
Term Loan, 3.75%, Maturing May 5, 2015			7,662		7,651,923
Momentive Performance Materials USA Inc.
Term Loan, 3.75%, Maturing May 5, 2015			10,275		10,249,486
Momentive Specialty Chemicals Inc.
Term Loan, 2.48%, Maturing May 3, 2013			12,237		12,152,408
Term Loan, 3.82%, Maturing May 5, 2015	EUR		1,071		1,339,722
Term Loan, 4.00%, Maturing May 5, 2015			15,947		15,907,045
Term Loan, 4.13%, Maturing May 5, 2015			7,023		6,812,388
Term Loan, 4.13%, Maturing May 5, 2015			8,060		8,040,295
Term Loan, 4.25%, Maturing May 5, 2015			4,061		3,979,813
OEP Pearl Dutch Acquisition B.V.
Term Loan, 6.50%, Maturing March 30, 2018			1,164		1,176,519
Omnova Solutions Inc.
Term Loan, 5.50%, Maturing May 31, 2017			10,012		10,099,244
PolyOne Corp.
Term Loan, 5.00%, Maturing December 20, 2017			10,524		10,619,612
Sonneborn LLC
Term Loan, 6.50%, Maturing March 30, 2018			6,597		6,666,942
Styron S.A.R.L., LLC
Term Loan, 8.00%, Maturing August 2, 2017			30,462		29,158,104
Taminco Global Chemical Corporation
Term Loan, 5.25%, Maturing February 15, 2019			4,527		4,580,069
Tronox Pigments (Netherlands) B.V.
Term Loan, 4.25%, Maturing February 8, 2018			2,939		2,963,992
Term Loan, 4.25%, Maturing February 8, 2018			10,777		10,861,234


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Chemicals and Plastics (continued)
Univar Inc.
Term Loan, 5.00%, Maturing June 30, 2017		63,153	$	62,643,957

			$	342,075,145


Clothing / Textiles — 0.1%
Ascena Retail Group, Inc.
Term Loan, 4.75%, Maturing June 14, 2018		1,995	$	2,008,716
Warnaco Inc.
Term Loan, 3.75%, Maturing June 15, 2018		3,901		3,881,122
Wolverine Worldwide, Inc.
Term Loan, 5.25%, Maturing July 31, 2019		5,775		5,843,578

			$	11,733,416


Conglomerates — 1.5%
Jason Incorporated
Term Loan, 8.25%, Maturing September 21, 2014		1,024	$	1,026,733
Term Loan, 7.75%, Maturing September 22, 2014		2,550		2,555,918
Term Loan, 8.25%, Maturing September 22, 2014		413		413,591
Rexnord Corporation
Term Loan, 4.50%, Maturing April 2, 2018		33,162		33,431,315
RGIS Services, LLC
Term Loan, 4.61%, Maturing October 18, 2016		19,617		19,567,498
Term Loan, 5.50%, Maturing October 18, 2017		16,221		16,281,417
Rocket Software, Inc.
Term Loan, 5.75%, Maturing February 8, 2018		6,585		6,630,712
Term Loan, 6.75%, Maturing February 8, 2018		1,500		1,500,000
Term Loan - Second Lien, 10.25%, Maturing February 8, 2019		2,750		2,770,625
Spectrum Brands, Inc.
Term Loan, 5.02%, Maturing June 17, 2016		19,623		19,694,895
Walter Energy, Inc.
Term Loan, 4.00%, Maturing April 2, 2018		39,415		38,954,972

			$	142,827,676


Containers and Glass Products — 1.3%
Berry Plastics Holding Corporation
Term Loan, 2.21%, Maturing April 3, 2015		24,165	$	24,044,671
BWAY Corporation
Term Loan, 5.25%, Maturing February 23, 2018		2,536		2,542,259
Term Loan, 5.25%, Maturing February 23, 2018		22,630		22,681,805
Hilex Poly Co. LLC
Term Loan, 11.25%, Maturing November 16, 2015		3,840		3,916,742


		24		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Containers and Glass Products (continued)
Pelican Products, Inc.
Term Loan, 7.00%, Maturing July 11, 2018			3,394	$	3,419,455
Reynolds Group Holdings Inc.
Term Loan, 4.75%, Maturing September 20, 2018			53,475		53,772,321
Sealed Air Corporation
Term Loan, 5.50%, Maturing October 3, 2018	EUR		978		1,272,529
TricorBraun, Inc.
Term Loan, 5.50%, Maturing May 3, 2018			7,091		7,144,075

				$	118,793,857


Cosmetics / Toiletries — 0.5%
Bausch & Lomb, Inc.
Term Loan, 5.25%, Maturing May 17, 2019			35,062	$	35,500,402
Huish Detergents, Inc.
Term Loan, 2.22%, Maturing April 25, 2014			1,944		1,860,987
Prestige Brands, Inc.
Term Loan, 5.28%, Maturing January 31, 2019			4,889		4,951,054

				$	42,312,443


Drugs — 0.8%
Aptalis Pharma, Inc.
Term Loan, 5.50%, Maturing February 10, 2017			3,982	$	3,999,917
Term Loan, 5.50%, Maturing February 10, 2017			20,762		20,866,071
Par Pharmaceutical Companies, Inc.
Term Loan, 5.00%, Maturing September 30, 2019			12,925		12,919,235
Warner Chilcott Company, LLC
Term Loan, 3.75%, Maturing March 17, 2016			278		279,940
Term Loan, 4.25%, Maturing March 15, 2018			6,647		6,680,116
Warner Chilcott Corporation
Term Loan, 4.25%, Maturing March 15, 2018			5,048		5,073,667
Term Loan, 4.25%, Maturing March 15, 2018			13,294		13,360,232
WC Luxco S.a.r.l.
Term Loan, 4.25%, Maturing March 15, 2018			9,139		9,185,160

				$	72,364,338


Ecological Services and Equipment — 0.3%
ADS Waste Holdings
Term Loan, 5.25%, Maturing September 11, 2019			21,450	$	21,675,675
Envirotest Systems Holding Corp.
Term Loan - Second Lien, 15.50%, Maturing March 31, 2017⁽⁶⁾			93		95,365
Progressive Waste Solutions Ltd.
Term Loan, Maturing October 11, 2019⁽³⁾			5,875		5,930,078


Borrower/Tranche Description	Principal Amount* (000’s omitted)	Value


Ecological Services and Equipment (continued)
Safety Kleen (SK Holdings)
Term Loan, 5.00%, Maturing February 17, 2017	2,479	$	2,477,102

		$	30,178,220


Electronics / Electrical — 5.9%
Aeroflex Incorporated
Term Loan, 5.75%, Maturing May 9, 2018	11,848	$	11,889,011
Aspect Software, Inc.
Term Loan, 6.25%, Maturing May 6, 2016	26,499		26,134,550
Attachmate Corporation
Term Loan, 7.25%, Maturing November 22, 2017	34,491		34,887,583
Cinedigm Digital Funding I, LLC
Term Loan, 5.25%, Maturing April 29, 2016	6,711		6,777,995
CommScope, Inc.
Term Loan, 4.25%, Maturing January 12, 2018	34,140		34,438,926
CompuCom Systems, Inc.
Term Loan, 6.50%, Maturing October 2, 2018	14,700		14,727,562
CPI International Inc.
Term Loan, 5.00%, Maturing February 13, 2017	10,341		10,340,812
Dealer Computer Services, Inc.
Term Loan, 3.75%, Maturing April 20, 2018	13,101		13,193,395
DG FastChannel, Inc.
Term Loan, 5.75%, Maturing July 26, 2018	17,598		16,981,800
Eagle Parent, Inc.
Term Loan, 5.00%, Maturing May 16, 2018	33,502		33,745,319
Edwards (Cayman Islands II) Limited
Term Loan, 5.50%, Maturing May 31, 2016	7,294		7,325,533
Term Loan, 5.50%, Maturing May 31, 2016	14,352		14,415,137
Freescale Semiconductor, Inc.
Term Loan, 4.46%, Maturing December 1, 2016	40,483		39,673,675
Hyland Software, Inc.
Term Loan, Maturing October 29, 2019⁽³⁾	3,900		3,906,501
InfoGroup Inc.
Term Loan, 5.75%, Maturing May 25, 2018	9,642		8,629,509
Lawson Software Inc.
Term Loan, 5.75%, Maturing October 18, 2016	1,850		1,878,135
Magic Newco LLC
Term Loan, 7.25%, Maturing December 12, 2018	8,300		8,336,313
Microsemi Corporation
Term Loan, 4.00%, Maturing February 2, 2018	18,591		18,742,087
NeuStar, Inc.
Term Loan, 5.00%, Maturing November 8, 2018	11,583		11,713,309


		25		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Electronics / Electrical (continued)
Nxp B.V.
Term Loan, 4.50%, Maturing March 3, 2017		16,007	$	16,260,225
Term Loan, 5.50%, Maturing March 3, 2017		17,251		17,646,085
Term Loan, 5.25%, Maturing March 19, 2019		19,154		19,457,011
Open Solutions, Inc.
Term Loan, 2.44%, Maturing January 23, 2014		11,157		10,790,224
Rovi Solutions Corporation
Term Loan, 4.00%, Maturing March 29, 2019		9,577		9,409,280
SafeNet Inc.
Term Loan, 2.71%, Maturing April 12, 2014		10,189		10,163,082
Semtech Corporation
Term Loan, 4.25%, Maturing March 20, 2017		2,811		2,835,470
Sensata Technologies Finance Company, LLC
Term Loan, 4.00%, Maturing May 11, 2018		36,508		36,690,333
Serena Software, Inc.
Term Loan, 4.22%, Maturing March 10, 2016		3,010		2,987,366
Term Loan, 5.00%, Maturing March 10, 2016		3,975		3,989,906
Shield Finance Co. S.A.R.L.
Term Loan, 6.50%, Maturing May 10, 2019		11,721		11,793,879
SkillSoft Corporation
Term Loan, 5.00%, Maturing May 26, 2017		8,508		8,603,726
Sophia, L.P.
Term Loan, 6.25%, Maturing July 19, 2018		16,089		16,337,209
Spansion LLC
Term Loan, 4.75%, Maturing February 9, 2015		8,066		8,156,694
VeriFone Inc.
Term Loan, 4.25%, Maturing December 28, 2018		4,396		4,398,385
Vertafore, Inc.
Term Loan, 5.25%, Maturing July 29, 2016		13,936		13,993,806
Wall Street Systems, Inc.
Term Loan, Maturing October 24, 2019⁽³⁾		18,425		18,194,687
Web.com Group, Inc.
Term Loan, 7.00%, Maturing October 27, 2017		24,844		24,875,493

			$	554,320,013


Equipment Leasing — 0.7%
BakerCorp International, Inc.
Term Loan, 5.00%, Maturing June 1, 2018		9,890	$	9,941,459
Delos Aircraft Inc.
Term Loan, 4.75%, Maturing April 12, 2016		15,050		15,294,563
Flying Fortress Inc.
Term Loan, 5.00%, Maturing June 30, 2017		40,325		41,030,687

			$	66,266,709


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Financial Intermediaries — 3.2%
American Capital Holdings, Inc.
Term Loan, 5.50%, Maturing August 22, 2016		8,925	$	8,991,938
Asset Acceptance Capital Corp.
Term Loan, 8.75%, Maturing November 14, 2017		10,238		10,340,211
CB Richard Ellis Services, Inc.
Term Loan, 3.46%, Maturing March 5, 2018		7,935		7,955,106
Term Loan, 3.71%, Maturing September 4, 2019		547		548,018
Citco III Limited
Term Loan, 5.50%, Maturing June 29, 2018		22,308		22,516,684
First Data Corporation
Term Loan, 2.96%, Maturing September 24, 2014		754		754,755
Term Loan, 2.96%, Maturing September 24, 2014		817		818,041
Term Loan, 2.96%, Maturing September 24, 2014		879		880,744
Term Loan, 4.21%, Maturing March 23, 2018		15,843		15,193,968
Term Loan, 5.21%, Maturing September 24, 2018		13,325		13,094,584
Grosvenor Capital Management Holdings, LLP
Term Loan, 4.25%, Maturing December 5, 2016		8,583		8,443,056
Hamilton Lane Advisors, LLC
Term Loan, 6.50%, Maturing February 23, 2018		5,655		5,655,000
Harbourvest Partners, LLC
Term Loan, 6.25%, Maturing December 16, 2016		7,941		7,960,390
iPayment, Inc.
Term Loan, 5.75%, Maturing May 8, 2017		20,570		20,531,748
LPL Holdings, Inc.
Term Loan, 2.71%, Maturing March 29, 2017		4,339		4,289,939
Term Loan, 4.00%, Maturing March 29, 2019		33,283		33,469,965
Mercury Payment Systems Canada, LLC
Term Loan, 5.50%, Maturing July 3, 2017		12,714		12,841,203
MIP Delaware, LLC
Term Loan, 5.50%, Maturing July 12, 2018		6,172		6,233,299
Nuveen Investments, Inc.
Term Loan, 5.85%, Maturing May 12, 2017		35,459		35,503,306
Term Loan, 5.84%, Maturing May 13, 2017		28,556		28,627,376
Term Loan, 7.25%, Maturing May 13, 2017		6,250		6,275,000
Oz Management LP
Term Loan, 1.71%, Maturing November 15, 2016		15,645		14,006,531
RJO Holdings Corp.
Term Loan, 6.22%, Maturing December 10, 2015⁽⁶⁾		63		51,347
Term Loan, 6.97%, Maturing December 10, 2015⁽⁶⁾		1,980		1,526,487
RPI Finance Trust
Term Loan, 3.50%, Maturing May 9, 2018		29,430		29,564,410
Vantiv, LLC
Term Loan, 3.75%, Maturing March 27, 2019		5,458		5,475,343

			$	301,548,449


		26		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Food Products — 3.6%
AdvancePierre Foods, Inc.
Term Loan, 5.75%, Maturing July 10, 2017			14,250	$	14,386,558
American Seafoods Group LLC
Term Loan, 4.25%, Maturing March 16, 2018			10,093		10,005,033
BL Marketing Limited (Weetabix)
Term Loan, 7.36%, Maturing June 30, 2017	GBP		2,500		4,025,969
Blue Buffalo Company, Ltd.
Term Loan, 6.50%, Maturing August 8, 2019			12,500		12,593,750
Clearwater Seafoods Limited Partnership
Term Loan, 6.75%, Maturing June 6, 2018			11,322		11,364,081
Del Monte Foods Company
Term Loan, 4.50%, Maturing March 8, 2018			86,824		86,824,333
Dole Food Company Inc.
Term Loan, 5.04%, Maturing July 6, 2018			13,039		13,094,392
High Liner Foods Incorporated
Term Loan, 7.00%, Maturing December 19, 2017			9,602		9,656,451
JBS USA Holdings Inc.
Term Loan, 4.25%, Maturing May 25, 2018			29,149		29,148,618
Michael Foods Group, Inc.
Term Loan, 4.25%, Maturing February 23, 2018			20,557		20,672,295
NBTY, Inc.
Term Loan, 4.25%, Maturing October 2, 2017			58,920		59,299,369
Pinnacle Foods Finance LLC
Term Loan, 4.75%, Maturing October 17, 2018			3,358		3,379,113
Term Loan, 4.75%, Maturing October 17, 2018			25,337		25,442,077
Solvest Ltd.
Term Loan, 5.02%, Maturing July 6, 2018			23,332		23,432,106
United Biscuits (UK) Limited
Term Loan - Second Lien, 4.51%, Maturing June 15, 2016	GBP		1,500		2,360,108
Windsor Quality Food Company Ltd.
Term Loan, 5.00%, Maturing February 16, 2017			15,970		15,970,123

				$	341,654,376


Food Service — 3.6%
Aramark Corporation
Term Loan, 3.40%, Maturing July 26, 2016			3,177	$	3,184,715
Term Loan, 3.46%, Maturing July 26, 2016			40,817		40,934,190
Term Loan, 3.46%, Maturing July 26, 2016			4,574		4,586,929
Term Loan, 3.57%, Maturing July 26, 2016			18,087		18,129,576
Term Loan, 3.61%, Maturing July 26, 2016			950		945,250
Brasa Holdings, Inc.
Term Loan, 7.50%, Maturing July 19, 2019			4,825		4,873,250


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Food Service (continued)
Buffets, Inc.
Term Loan, 0.24%, Maturing April 22, 2015⁽⁶⁾			998	$	997,989
Term Loan, 10.50%, Maturing July 18, 2017			3,456		3,559,938
Term Loan, 2.00%, Maturing July 19, 2017⁽²⁾			1,500		1,545,000
Burger King Corporation
Term Loan, 3.75%, Maturing September 27, 2019			25,250		25,384,153
Centerplate, Inc.
Term Loan, 5.75%, Maturing October 15, 2018			4,125		4,155,938
DineEquity, Inc.
Term Loan, 4.25%, Maturing October 19, 2017			15,786		15,918,783
Dunkin’ Brands, Inc.
Term Loan, 4.00%, Maturing November 23, 2017			47,982		48,199,885
Landry’s, Inc.
Term Loan, 6.50%, Maturing April 24, 2018			18,174		18,397,161
NPC International, Inc.
Term Loan, 5.25%, Maturing December 28, 2018			7,836		7,972,748
OSI Restaurant Partners, LLC
Term Loan, 4.75%, Maturing October 24, 2019			30,125		30,253,031
P.F. Chang’s China Bistro Inc.
Term Loan, 6.25%, Maturing July 2, 2019			4,450		4,507,481
Sagittarius Restaurants, LLC
Term Loan, 7.51%, Maturing May 18, 2015			6,728		6,744,319
SSP Financing Limited
Term Loan, 2.40%, Maturing December 17, 2016			4,774		4,422,287
US Foods, Inc.
Term Loan, 2.71%, Maturing July 3, 2014			8,928		8,842,201
Term Loan, 5.75%, Maturing March 31, 2017			41,350		40,833,493
Weight Watchers International, Inc.
Term Loan, 4.00%, Maturing March 15, 2019			15,298		15,347,844
Wendy’s International, Inc.
Term Loan, 4.75%, Maturing May 15, 2019			26,100		26,374,598

				$	336,110,759


Food / Drug Retailers — 3.0%
Alliance Boots Holdings Limited
Term Loan, 3.08%, Maturing July 9, 2015	EUR		17,497	$	22,192,928
Term Loan, 3.49%, Maturing July 9, 2015	GBP		43,250		67,663,890
General Nutrition Centers, Inc.
Term Loan, 3.75%, Maturing March 2, 2018			69,313		69,495,427
Iceland Foods Group Limited
Term Loan, 5.11%, Maturing April 12, 2019	EUR		7,950		10,426,752
Pantry, Inc. (The)
Term Loan, 5.75%, Maturing August 2, 2019			4,700		4,737,210


		27		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Food / Drug Retailers (continued)
Rite Aid Corporation
Term Loan, 1.97%, Maturing June 4, 2014			63,142	$	62,699,724
Term Loan, 4.50%, Maturing March 2, 2018			36,377		36,308,535
Sprouts Farmers Markets Holdings, LLC
Term Loan, 6.00%, Maturing April 18, 2018			9,451		9,545,826

				$	283,070,292


Health Care — 12.3%
Alere, Inc.
Term Loan, 4.75%, Maturing June 30, 2017			5,497	$	5,545,477
Term Loan, 4.75%, Maturing June 30, 2017			6,848		6,902,824
Term Loan, 4.75%, Maturing June 30, 2017			27,631		27,851,066
Alkermes, Inc.
Term Loan, 4.50%, Maturing September 18, 2019			7,025		7,077,688
Alliance Healthcare Services, Inc.
Term Loan, 7.25%, Maturing June 1, 2016			14,172		13,959,322
Ardent Medical Services, Inc.
Term Loan, 6.50%, Maturing September 15, 2015			21,322		21,375,438
AssuraMed
Term Loan, Maturing October 23, 2019⁽³⁾			9,425		9,479,976
Aveta, Inc.
Term Loan, 8.50%, Maturing April 4, 2017			5,799		5,802,687
Term Loan, 8.50%, Maturing April 4, 2017			5,799		5,802,687
Term Loan, Maturing October 9, 2017⁽³⁾			7,975		7,935,125
Term Loan, Maturing October 26, 2017⁽³⁾			5,800		5,771,000
Biomet Inc.
Term Loan, 3.96%, Maturing July 25, 2017			43,696		44,014,249
BSN Medical Acquisition Holding GmbH
Term Loan, 5.25%, Maturing August 28, 2019	EUR		2,000		2,610,932
Catalent Pharma Solutions Inc.
Term Loan, 4.21%, Maturing September 15, 2016			13,093		13,158,273
Term Loan, 5.25%, Maturing September 15, 2017			13,464		13,606,644
Community Health Systems, Inc.
Term Loan, 3.92%, Maturing January 25, 2017			64,848		65,213,060
Convatec Inc.
Term Loan, 5.00%, Maturing December 22, 2016			18,508		18,646,894
CRC Health Corporation
Term Loan, 4.86%, Maturing November 16, 2015			29,501		28,726,897
DaVita, Inc.
Term Loan, 4.50%, Maturing October 20, 2016			10,569		10,645,358
Term Loan, Maturing September 2, 2019⁽³⁾			18,800		18,878,340
DJO Finance LLC
Term Loan, 5.21%, Maturing November 1, 2016			13,026		13,075,293
Term Loan, 6.25%, Maturing September 15, 2017			8,507		8,558,294


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Health Care (continued)
Drumm Investors LLC
Term Loan, 5.00%, Maturing May 4, 2018		30,403	$	29,357,705
Emdeon, Inc.
Term Loan, 5.00%, Maturing November 2, 2018		9,878		9,994,258
Emergency Medical Services Corporation
Term Loan, 5.25%, Maturing May 25, 2018		23,200		23,438,114
Fenwal, Inc.
Term Loan, 2.67%, Maturing February 28, 2014		477		476,581
Term Loan, 2.67%, Maturing February 28, 2014		2,782		2,779,034
Grifols Inc.
Term Loan, 4.50%, Maturing June 1, 2017		39,619		40,094,518
Hanger Orthopedic Group, Inc.
Term Loan, 4.01%, Maturing December 1, 2016		19,711		19,810,025
HCA, Inc.
Term Loan, 3.61%, Maturing March 31, 2017		51,019		51,168,893
Term Loan, 3.46%, Maturing May 1, 2018		38,600		38,693,388
Health Management Associates, Inc.
Term Loan, 4.50%, Maturing November 16, 2018		36,127		36,498,205
Hologic Inc.
Term Loan, 4.50%, Maturing August 1, 2019		21,197		21,464,040
Iasis Healthcare LLC
Term Loan, 5.00%, Maturing May 3, 2018		15,027		15,092,266
inVentiv Health, Inc.
Term Loan, 6.50%, Maturing August 4, 2016		35,318		34,538,334
Term Loan, 6.75%, Maturing May 15, 2018		16,723		16,305,327
Kindred Healthcare, Inc.
Term Loan, 5.25%, Maturing June 1, 2018		14,607		14,433,871
Term Loan, 6.00%, Maturing June 1, 2018		8,600		8,497,806
Kinetic Concepts, Inc.
Term Loan, 7.00%, Maturing May 4, 2018		53,595		54,398,925
LHP Hospital Group, Inc.
Term Loan, 9.00%, Maturing July 3, 2018		5,885		5,944,103
MedAssets, Inc.
Term Loan, 5.25%, Maturing November 16, 2016		19,553		19,772,777
Medpace, Inc.
Term Loan, 6.50%, Maturing June 16, 2017		10,745		10,369,003
Multiplan, Inc.
Term Loan, 4.75%, Maturing August 26, 2017		55,565		55,889,091
MX USA, Inc.
Term Loan, 6.50%, Maturing April 28, 2017		3,756		3,737,344
One Call Medical, Inc.
Term Loan, 7.00%, Maturing August 16, 2019		9,525		9,572,625
Onex Carestream Finance LP
Term Loan, 5.00%, Maturing February 25, 2017		20,341		20,164,647


		28		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Health Care (continued)
Pharmaceutical Product Development, Inc.
Term Loan, 6.25%, Maturing December 5, 2018			27,732	$	28,104,511
Physiotherapy Associates Holdings, Inc.
Term Loan, 6.01%, Maturing April 30, 2018			3,616		3,624,977
Radnet Management, Inc.
Term Loan, 5.51%, Maturing September 30, 2018			20,043		20,089,064
Select Medical Corporation
Term Loan, 5.50%, Maturing June 1, 2018			33,488		33,781,337
Sheridan Holdings, Inc.
Term Loan, 6.00%, Maturing June 29, 2018			6,135		6,192,137
Sunrise Medical Holdings B.V.
Term Loan, 7.25%, Maturing May 13, 2014	EUR		1,940		2,479,333
TriZetto Group, Inc. (The)
Term Loan, 4.75%, Maturing May 2, 2018			19,671		19,618,455
Truven Health Analytics Inc.
Term Loan, 5.75%, Maturing June 1, 2019			18,300		18,357,187
Universal Health Services, Inc.
Term Loan, 3.75%, Maturing November 15, 2016			4,166		4,187,110
Valeant Pharmaceuticals International, Inc.
Term Loan, 4.25%, Maturing February 13, 2019			13,170		13,241,932
Term Loan, Maturing September 27, 2019⁽³⁾			33,675		33,860,212
Vanguard Health Holding Company II, LLC
Term Loan, 5.00%, Maturing January 29, 2016			24,510		24,690,817
VWR Funding, Inc.
Term Loan, 2.71%, Maturing June 30, 2014			27,722		27,768,495
Term Loan, 4.46%, Maturing April 3, 2017			25,727		25,872,154

				$	1,158,996,125


Home Furnishings — 0.4%
Hunter Fan Company
Term Loan, 2.83%, Maturing April 16, 2014			2,471	$	2,359,956
Oreck Corporation
Term Loan - Second Lien, 3.88%, Maturing March 19, 2016⁽⁶⁾			797		720,753
Serta Simmons Holdings, LLC
Term Loan, 5.00%, Maturing September 19, 2019			27,850		27,879,020
Sofia III S.a.r.l.
Term Loan, 2.61%, Maturing June 24, 2016	EUR		3,348		3,926,977

				$	34,886,706


Industrial Equipment — 1.4%
Colfax Corporation
Term Loan, 4.50%, Maturing January 11, 2019			14,936	$	15,102,581


Borrower/Tranche Description		Principal Amount* (000’s omitted)			Value


Industrial Equipment (continued)
Excelitas Technologies Corp.
Term Loan, 5.00%, Maturing November 23, 2016			2,895		$	2,888,004
Generac Power Systems, Inc.
Term Loan, 6.25%, Maturing February 8, 2019			16,484			16,875,175
Grede LLC
Term Loan, 7.00%, Maturing April 3, 2017			9,482			9,505,204
Husky Injection Molding Systems Ltd.
Term Loan, 5.75%, Maturing June 29, 2018			10,985			11,147,951
Kinetek Acquisitions Corporation
Term Loan, 4.50%, Maturing November 11, 2013			275			274,380
Term Loan, 4.50%, Maturing November 11, 2013			2,712			2,705,283
Kion Group GMBH
Term Loan, 3.36%, Maturing December 23, 2014⁽⁵⁾	EUR		1,058	��		1,347,351
Term Loan, 3.46%, Maturing December 23, 2014⁽⁵⁾			18,260			17,942,991
Term Loan, 3.96%, Maturing December 23, 2015⁽⁵⁾			18,260			17,942,991
Term Loan, 3.86%, Maturing December 29, 2015⁽⁵⁾	EUR		1,012			1,289,052
Manitowoc Company, Inc. (The)
Term Loan, 4.25%, Maturing November 13, 2017			5,236			5,274,766
Tank Holding Corp.
Term Loan, 5.50%, Maturing July 9, 2019			10,513			10,584,894
Terex Corporation
Term Loan, 5.00%, Maturing April 28, 2017	EUR		9,900			12,912,078
Unifrax Corporation
Term Loan, 6.50%, Maturing November 28, 2018			6,779			6,855,740

					$	132,648,441


Insurance — 2.4%
Alliant Holdings I, Inc.
Term Loan, 3.36%, Maturing August 21, 2014			22,790		$	22,761,848
Term Loan, 6.75%, Maturing August 21, 2014			3,816			3,853,697
AmWINS Group, Inc.
Term Loan, 5.75%, Maturing June 6, 2019			3,990			4,004,963
Applied Systems, Inc.
Term Loan, 5.50%, Maturing December 8, 2016			7,490			7,514,707
Asurion LLC
Term Loan, 5.50%, Maturing May 24, 2018			87,497			88,230,131
Term Loan - Second Lien, 9.00%, Maturing May 24, 2019			5,573			5,774,119
CCC Information Services, Inc.
Term Loan, 5.75%, Maturing November 11, 2015			12,125			12,190,262
CNO Financial Group, Inc.
Term Loan, 5.00%, Maturing September 20, 2018			13,650			13,752,375
Cunningham Lindsey Group, Inc.
Term Loan, Maturing October 29, 2019⁽³⁾			14,350			14,376,906


		29		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Insurance (continued)
Hub International Limited
Term Loan, 4.71%, Maturing June 13, 2017		16,992	$	17,130,417
Term Loan, 6.75%, Maturing December 13, 2017		3,420		3,462,437
Sedgwick CMS Holdings, Inc.
Term Loan, 5.00%, Maturing December 30, 2016		7,845		7,854,529
USI Holdings Corporation
Term Loan, 2.72%, Maturing May 5, 2014		22,231		22,245,033
Term Loan, 7.00%, Maturing May 5, 2014		3,880		3,899,400

			$	227,050,824


Leisure Goods / Activities / Movies — 3.5%
Alpha D2 Limited
Term Loan, 6.00%, Maturing April 29, 2019		23,432	$	23,666,572
AMC Entertainment, Inc.
Term Loan, 4.25%, Maturing December 15, 2016		26,605		26,787,638
Term Loan, 4.75%, Maturing February 22, 2018		11,687		11,789,951
AMC Networks Inc.
Term Loan, 4.00%, Maturing December 31, 2018		13,729		13,840,355
Bombardier Recreational Products, Inc.
Term Loan, 4.46%, Maturing June 28, 2016		34,422		34,648,391
Cedar Fair, L.P.
Term Loan, 4.00%, Maturing December 15, 2017		25,611		25,819,245
Cinemark USA, Inc.
Term Loan, 3.47%, Maturing April 29, 2016		3,069		3,093,330
Clubcorp Club Operations, Inc.
Term Loan, 6.00%, Maturing November 30, 2016		10,857		10,945,699
Fender Musical Instruments Corporation
Term Loan, 2.47%, Maturing June 9, 2014		1,060		1,059,583
Term Loan, 2.47%, Maturing June 9, 2014		3,694		3,693,628
Kasima, LLC
Term Loan, 4.12%, Maturing March 10, 2015		15,000		15,056,250
Term Loan, 5.00%, Maturing March 31, 2017		11,847		11,891,737
Live Nation Entertainment, Inc.
Term Loan, 4.50%, Maturing November 7, 2016		38,206		38,460,193
Merlin Entertainment Group Luxembourg 2 S.a.r.l.
Term Loan, 4.46%, Maturing July 21, 2017		13,045		13,077,747
Regal Cinemas, Inc.
Term Loan, 3.24%, Maturing August 23, 2017		5,803		5,829,069
Revolution Studios Distribution Company, LLC
Term Loan, 3.97%, Maturing December 21, 2014⁽⁶⁾		4,214		3,444,956
SeaWorld Parks & Entertainment, Inc.
Term Loan, 2.93%, Maturing February 17, 2016		5,885		5,881,556
Term Loan, 4.00%, Maturing August 17, 2017		21,641		21,796,407


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Leisure Goods / Activities / Movies (continued)
Six Flags Theme Parks, Inc.
Term Loan, 4.25%, Maturing December 20, 2018			29,800	$	30,032,678
Town Sports International Inc.
Term Loan, 5.75%, Maturing May 11, 2018			11,061		11,195,695
Warner Music Group Corp.
Term Loan, Maturing October 25, 2018⁽³⁾			6,125		6,155,625
Zuffa LLC
Term Loan, 2.25%, Maturing June 19, 2015			10,751		10,598,960
Term Loan, 7.50%, Maturing June 19, 2015			1,990		2,004,765

				$	330,770,030


Lodging and Casinos — 1.6%
Affinity Gaming, LLC
Term Loan, 5.50%, Maturing November 9, 2017			5,075	$	5,144,274
Ameristar Casinos, Inc.
Term Loan, 4.00%, Maturing April 16, 2018			5,503		5,543,302
Caesars Entertainment Operating Company
Term Loan, 9.50%, Maturing October 31, 2016			9,725		9,997,845
Term Loan, 5.46%, Maturing January 26, 2018			49,603		44,677,001
Gala Group LTD
Term Loan, 5.51%, Maturing May 30, 2018	GBP		27,445		41,653,474
Isle of Capri Casinos, Inc.
Term Loan, 4.75%, Maturing March 24, 2017			6,415		6,478,929
Las Vegas Sands LLC
Term Loan, 2.72%, Maturing November 23, 2016			3,253		3,252,658
Term Loan, 2.72%, Maturing November 23, 2016			3,626		3,626,103
LodgeNet Entertainment Corporation
Term Loan, 8.50%, Maturing April 4, 2014			6,104		4,755,829
Penn National Gaming, Inc.
Term Loan, Maturing July 16, 2018⁽³⁾			3,900		3,923,158
Pinnacle Entertainment, Inc.
Term Loan, 4.00%, Maturing March 19, 2019			9,257		9,314,396
Quidnax AB
Term Loan, 2.29%, Maturing April 27, 2015	EUR		4,725		5,613,436
Term Loan, 2.79%, Maturing June 30, 2016	EUR		4,725		5,613,436

				$	149,593,841


Nonferrous Metals / Minerals — 1.4%
Arch Coal Inc.
Term Loan, 5.75%, Maturing May 16, 2018			28,653	$	28,919,748
Fairmount Minerals LTD
Term Loan, 5.25%, Maturing March 15, 2017			34,301		34,353,144
Noranda Aluminum Acquisition Corporation
Term Loan, 5.75%, Maturing February 24, 2019			11,990		12,117,141


		30		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Nonferrous Metals / Minerals (continued)
Novelis, Inc.
Term Loan, 4.00%, Maturing March 10, 2017		7,920	$	7,928,221
Term Loan, 4.00%, Maturing March 10, 2017		15,506		15,521,957
Oxbow Carbon and Mineral Holdings LLC
Term Loan, 3.71%, Maturing May 8, 2016		14,897		14,952,914
United Distribution Group, Inc.
Term Loan, 7.50%, Maturing October 9, 2018		13,150		12,689,750
Term Loan - Second Lien, 12.50%, Maturing April 12, 2019		2,000		1,910,000

			$	128,392,875


Oil and Gas — 3.0%
Buffalo Gulf Coast Terminals LLC
Term Loan, 7.50%, Maturing October 31, 2017		6,806	$	6,942,375
Citgo Petroleum Corporation
Term Loan, 8.00%, Maturing June 24, 2015		2,244		2,262,340
Term Loan, 9.00%, Maturing June 23, 2017		22,740		23,180,668
Crestwood Holdings LLC
Term Loan, 9.75%, Maturing March 26, 2018		12,884		13,077,723
Energy Transfer Equity, L.P.
Term Loan, 3.75%, Maturing March 24, 2017		31,825		31,853,738
Frac Tech International LLC
Term Loan, 8.50%, Maturing May 6, 2016		16,965		15,325,259
Gibson Energy ULC
Term Loan, 4.75%, Maturing June 15, 2018		24,436		24,726,574
MEG Energy Corp.
Term Loan, 4.00%, Maturing March 16, 2018		20,825		20,948,232
Obsidian Natural Gas Trust
Term Loan, 7.00%, Maturing November 2, 2015		29,252		29,398,477
Plains Exploration & Production
Term Loan, Maturing September 13, 2019⁽³⁾		27,575		27,735,045
Samson Investment Company
Term Loan - Second Lien, 6.00%, Maturing September 13, 2018		9,200		9,296,315
Sheridan Production Partners I, LLC
Term Loan, 5.00%, Maturing September 14, 2019		22,127		22,161,495
Term Loan, 5.00%, Maturing September 25, 2019		1,791		1,793,679
Term Loan, 5.00%, Maturing September 25, 2019		2,932		2,936,578
Tallgrass Energy Partners, LP
Term Loan, Maturing October 25, 2018⁽³⁾		24,300		24,345,562
Tervita Corporation
Term Loan, 3.21%, Maturing November 14, 2014		3,045		2,999,056
Term Loan, 3.21%, Maturing November 14, 2014		17,305		17,042,277
Term Loan, 6.50%, Maturing November 14, 2014		6,476		6,486,858

			$	282,512,251


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Publishing — 3.6%
Ascend Learning, Inc.
Term Loan, 5.75%, Maturing May 23, 2017			21,939	$	22,010,481
Aster Zweite Beteiligungs GmbH
Term Loan, 5.98%, Maturing December 31, 2013			19		18,064
Term Loan, 5.98%, Maturing December 31, 2013			33		32,247
Term Loan, 5.95%, Maturing December 31, 2014	EUR		719		910,659
Term Loan, 5.95%, Maturing December 31, 2014	EUR		1,235		1,565,359
Term Loan, 5.95%, Maturing December 31, 2014	EUR		2,435		3,085,301
Term Loan, 5.97%, Maturing December 31, 2014			959		935,678
Term Loan, 5.97%, Maturing December 31, 2014			2,491		2,430,930
Term Loan, 5.97%, Maturing December 31, 2014			7,273		7,096,865
Term Loan, 5.97%, Maturing December 31, 2014			9,809		9,571,514
Term Loan, 5.97%, Maturing December 31, 2014			13,060		12,744,842
Black Press US Partnership
Term Loan, 2.42%, Maturing August 2, 2013			784		768,802
Term Loan, 2.42%, Maturing August 2, 2013			1,292		1,266,263
Cengage Learning Acquisitions, Inc.
Term Loan, 2.47%, Maturing July 3, 2014			23,816		22,774,080
GateHouse Media Operating, Inc.
Term Loan, 2.22%, Maturing August 28, 2014			4,830		1,667,577
Term Loan, 2.22%, Maturing August 28, 2014			15,390		5,313,388
Term Loan, 2.47%, Maturing August 28, 2014			9,186		3,171,624
Getty Images, Inc.
Term Loan, 4.75%, Maturing September 13, 2019			53,600		53,894,800
Instant Web, Inc.
Term Loan, 3.59%, Maturing August 7, 2014			1,614		1,259,149
Term Loan, 3.59%, Maturing August 7, 2014			15,486		12,078,947
Interactive Data Corporation
Term Loan, 4.50%, Maturing February 12, 2018			34,219		34,480,043
Laureate Education, Inc.
Term Loan, 5.25%, Maturing June 18, 2018			65,723		65,559,069
MediaNews Group
Term Loan, 8.50%, Maturing March 19, 2014			1,206		1,176,167
Merrill Communications, LLC
Term Loan, 9.75%, Maturing December 24, 2012			11,854		11,824,604
Nelson Education Ltd.
Term Loan, 2.86%, Maturing July 3, 2014			277		235,032
Newspaper Holdings Inc.
Term Loan, 1.88%, Maturing July 24, 2014			17,191		15,954,544
Nielsen Finance LLC
Term Loan, 3.47%, Maturing May 2, 2016			35,225		35,438,626
Term Loan, 3.97%, Maturing May 2, 2016			3,714		3,737,206
Source Interlink Companies, Inc.
Term Loan, 10.75%, Maturing December 19, 2012			1,627		1,631,890
Term Loan, 15.00%, Maturing March 18, 2014⁽⁵⁾⁽⁶⁾			1,868		797,068


		31		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Publishing (continued)
Source Interlink Companies, Inc. (continued)
Term Loan - Second Lien, 10.75%, Maturing June 18, 2013			3,981	$	3,503,371
Springer Science+Business Media S.A.
Term Loan, 4.11%, Maturing July 21, 2016	EUR		4,234		5,493,807
Star Tribune Company (The)
Term Loan, 8.00%, Maturing September 28, 2014			631		598,989
Term Loan, 8.00%, Maturing September 29, 2014			841		798,652

				$	343,825,638


Radio and Television — 2.8%
Clear Channel Communications, Inc.
Term Loan, 3.86%, Maturing January 29, 2016			17,415	$	14,468,130
Cumulus Media Holdings Inc.
Term Loan, 5.75%, Maturing September 17, 2018			51,910		52,290,039
Entercom Radio, LLC
Term Loan, 6.25%, Maturing November 23, 2018			6,255		6,298,785
Foxco Acquisition Sub, LLC
Term Loan, 5.50%, Maturing July 31, 2017			14,625		14,844,722
Gray Television, Inc.
Term Loan, 4.51%, Maturing October 15, 2019⁽²⁾			9,725		9,785,781
Hubbard Radio, LLC
Term Loan, 5.25%, Maturing April 28, 2017			4,680		4,715,150
LIN Television Corp.
Term Loan, 5.00%, Maturing December 21, 2018			6,923		7,004,894
Local TV Finance, LLC
Term Loan, 4.22%, Maturing May 7, 2015			14,108		14,178,662
Mission Broadcasting, Inc.
Term Loan, 5.00%, Maturing September 30, 2016			3,726		3,735,791
Nexstar Broadcasting, Inc.
Term Loan, 5.00%, Maturing September 30, 2016			10,754		10,780,465
Radio One, Inc.
Term Loan, 7.50%, Maturing March 31, 2016			9,806		9,879,359
Raycom TV Broadcasting, Inc.
Term Loan, 4.25%, Maturing May 31, 2017			12,517		12,453,980
Sinclair Television Group Inc.
Term Loan, 4.00%, Maturing October 28, 2016			8,719		8,780,595
Tyrol Acquisitions 2 SAS
Term Loan, 4.11%, Maturing January 29, 2016⁽⁵⁾	EUR		5,051		5,943,467
Term Loan, 4.11%, Maturing January 29, 2016	EUR		10,658		12,541,765
Term Loan, 4.11%, Maturing January 29, 2016	EUR		10,658		12,541,765
Univision Communications Inc.
Term Loan, 2.21%, Maturing September 29, 2014			6,249		6,238,482
Term Loan, 4.46%, Maturing March 31, 2017			46,397		45,527,208


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Radio and Television (continued)
Weather Channel
Term Loan, 4.25%, Maturing February 13, 2017			15,662	$	15,792,118

				$	267,801,158


Retailers (Except Food and Drug) — 3.6%
99 Cents Only Stores
Term Loan, 5.25%, Maturing January 11, 2019			12,011	$	12,169,919
David’s Bridal, Inc.
Term Loan, 5.00%, Maturing October 2, 2019			7,400		7,397,691
Evergreen Acqco 1 LP
Term Loan, 5.00%, Maturing July 9, 2019			7,157		7,189,863
FTD, Inc.
Term Loan, 4.75%, Maturing June 11, 2018			16,341		16,442,488
Harbor Freight Tools USA, Inc.
Term Loan, 5.50%, Maturing November 14, 2017			9,701		9,809,820
J Crew Group, Inc.
Term Loan, 4.75%, Maturing March 7, 2018			40,453		40,543,501
Jo-Ann Stores, Inc.
Term Loan, 4.75%, Maturing March 16, 2018			22,742		22,778,472
Michaels Stores, Inc.
Term Loan, 4.91%, Maturing July 29, 2016			4,629		4,677,978
Term Loan, 4.91%, Maturing July 29, 2016			21,592		21,821,718
National Vision, Inc.
Term Loan, 7.00%, Maturing August 2, 2018			8,554		8,681,866
Neiman Marcus Group, Inc. (The)
Term Loan, 4.75%, Maturing May 16, 2018			41,075		41,247,720
Ollie’s Bargain Outlet, Inc.
Term Loan, 6.25%, Maturing September 27, 2019			5,350		5,370,063
Pep Boys-Manny, Moe & Jack (The)
Term Loan, 5.00%, Maturing October 17, 2018			5,100		5,142,498
Petco Animal Supplies, Inc.
Term Loan, 4.50%, Maturing November 24, 2017			34,692		34,911,995
Pilot Travel Centers LLC
Term Loan, 3.75%, Maturing March 30, 2018			11,692		11,767,457
Term Loan, 4.25%, Maturing August 7, 2019			3,950		3,983,330
ServiceMaster Company
Term Loan, 4.46%, Maturing January 31, 2017			32,539		32,725,931
Visant Holding Corp.
Term Loan, 5.25%, Maturing December 22, 2016			20,266		19,578,161
Vivarte SA
Term Loan, 2.42%, Maturing March 9, 2015	EUR		86		90,296
Term Loan, 2.42%, Maturing March 9, 2015	EUR		336		351,118
Term Loan, 2.42%, Maturing March 9, 2015	EUR		9,880		10,315,146
Term Loan, 2.92%, Maturing March 8, 2016	EUR		86		90,287


		32		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Retailers (Except Food and Drug) (continued)
Vivarte SA (continued)
Term Loan, 2.92%, Maturing March 8, 2016	EUR		336	$	351,118
Term Loan, 2.92%, Maturing March 8, 2016	EUR		9,880		10,315,146
Term Loan - Second Lien, 3.92%, Maturing September 8, 2016	EUR		13		11,773
Term Loan - Second Lien, 3.92%, Maturing September 8, 2016	EUR		88		82,414
Term Loan - Second Lien, 3.92%, Maturing September 8, 2016	EUR		900		847,682
Wilton Brands LLC
Term Loan, 7.50%, Maturing August 30, 2018			6,850		6,922,781

				$	335,618,232


Steel — 1.4%
Essar Steel Algoma, Inc.
Term Loan, 8.75%, Maturing September 19, 2014			16,425	$	16,630,312
FMG America Finance, Inc.
Term Loan, 5.25%, Maturing October 18, 2017			65,725		65,560,687
JMC Steel Group, Inc.
Term Loan, 4.75%, Maturing April 3, 2017			23,029		23,316,894
Patriot Coal Corporation
Term Loan, 9.25%, Maturing October 4, 2013			8,925		8,991,938
SunCoke Energy, Inc.
Term Loan, 4.00%, Maturing July 26, 2018			7,779		7,817,951
Waupaca Foundry, Inc.
Term Loan, 8.50%, Maturing June 29, 2017			6,863		6,948,914
WireCo WorldGroup, Inc.
Term Loan, 6.00%, Maturing February 15, 2017			6,825		6,910,313

				$	136,177,009


Surface Transport — 1.1%
Hertz Corporation (The)
Term Loan, 3.75%, Maturing March 9, 2018			29,150	$	29,040,688
Term Loan, 3.75%, Maturing March 9, 2018			30,380		30,347,096
Term Loan, Maturing March 11, 2018⁽³⁾			25,200		25,152,750
Swift Transportation Co. Inc.
Term Loan, 3.96%, Maturing December 21, 2016			1,227		1,233,533
Term Loan, 5.00%, Maturing December 21, 2017			21,538		21,712,960

				$	107,487,027


Telecommunications — 3.8%
Alaska Communications Systems Holdings, Inc.
Term Loan, 5.50%, Maturing October 21, 2016			13,976	$	12,980,268
Cellular South, Inc.
Term Loan, 4.50%, Maturing July 27, 2017			6,838		6,855,534


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Telecommunications (continued)
Cricket Communications, Inc.
Term Loan, 4.75%, Maturing October 10, 2019			11,425	$	11,496,406
Crown Castle International Corporation
Term Loan, 4.00%, Maturing January 31, 2019			16,900		17,016,988
Eircom Finco S.a.r.l.
Term Loan, 4.27%, Maturing September 30, 2017	EUR		9,155		8,478,442
Intelsat Jackson Holdings Ltd.
Term Loan, 4.50%, Maturing April 2, 2018			94,608		95,444,270
IPC Systems, Inc.
Term Loan, 2.85%, Maturing May 31, 2014	GBP		262		414,413
Macquarie UK Broadcast Limited
Term Loan, 2.75%, Maturing July 1, 2014	GBP		6,000		9,198,370
Term Loan, 3.00%, Maturing December 1, 2014	GBP		14,352		21,925,682
MetroPCS Wireless, Inc.
Term Loan, 4.07%, Maturing November 3, 2016			1,984		1,990,893
Term Loan, 4.00%, Maturing March 16, 2018			79,674		79,989,192
Midcontinent Communications
Term Loan, 4.00%, Maturing December 30, 2016			8,717		8,716,665
NTELOS Inc.
Term Loan, 4.00%, Maturing August 7, 2015			2,912		2,924,298
Oberthur Technologies Holding SAS
Term Loan, 6.25%, Maturing March 30, 2019			3,700		3,688,437
SBA Finance
Term Loan, 3.75%, Maturing June 29, 2018			9,507		9,536,698
Term Loan, 3.75%, Maturing September 27, 2019			4,725		4,754,531
Syniverse Holdings, Inc.
Term Loan, 5.00%, Maturing April 23, 2019			21,895		22,031,970
Telesat LLC
Term Loan, 4.25%, Maturing March 28, 2019			34,688		34,887,519
Windstream Corporation
Term Loan, 4.00%, Maturing August 8, 2019			10,025		10,100,062

				$	362,430,638


Utilities — 2.2%
AES Corporation
Term Loan, 4.25%, Maturing June 1, 2018			27,587	$	27,794,036
Calpine Corporation
Term Loan, 4.50%, Maturing April 2, 2018			9,655		9,698,214
Term Loan, 4.50%, Maturing April 2, 2018			35,753		35,891,071
Term Loan, 4.50%, Maturing September 27, 2019			9,275		9,305,144
Covanta Energy Corporation
Term Loan, 4.00%, Maturing March 28, 2019			4,776		4,793,910
Dynegy Midwest Generation LLC
Term Loan, 9.25%, Maturing August 4, 2016			9,411		9,787,651


		33		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Utilities (continued)
Dynegy Power, LLC
Term Loan, 9.25%, Maturing August 4, 2016			12,672	$	13,269,966
Invenergy LLC
Term Loan, 9.00%, Maturing November 21, 2017			8,652		8,716,551
LSP Madison Funding, LLC
Term Loan, 5.50%, Maturing June 28, 2019			12,120		12,240,821
NRG Energy, Inc.
Term Loan, 4.00%, Maturing July 2, 2018			34,582		34,828,749
Texas Competitive Electric Holdings Company, LLC
Term Loan, 4.75%, Maturing October 10, 2017			56,613		36,798,188

				$	203,124,301


Total Senior Floating-Rate Interests (identified cost $8,671,318,323)				$	8,684,955,274


Corporate Bonds & Notes — 3.4%


Security		Principal Amount* (000’s omitted)		Value

Broadcast Radio and Television — 0.0%⁽⁴⁾
Entravision Communications Corp., Sr. Notes
8.75%, 8/1/17			2,844	$	3,089,295

				$	3,089,295


Building and Development — 0.0%⁽⁴⁾
Calcipar SA, Sr. Notes
6.875%, 5/1/18⁽⁷⁾			4,000	$	4,030,000

				$	4,030,000


Chemicals and Plastics — 0.5%
Hexion US Finance Corp., Sr. Notes
6.625%, 4/15/20			2,000	$	2,005,000
Ineos Finance PLC, Sr. Notes
7.25%, 2/15/19⁽⁷⁾⁽⁸⁾	EUR		8,000		10,602,502
8.375%, 2/15/19⁽⁷⁾			15,250		16,069,687
7.50%, 5/1/20⁽⁷⁾			9,525		9,691,688
Polymer Group, Inc., Sr. Notes
7.75%, 2/1/19			5,000		5,375,000

				$	43,743,877


Security		Principal Amount* (000’s omitted)		Value


Containers and Glass Products — 0.5%
Reynolds Group Holdings, Inc., Sr. Notes
5.75%, 10/15/20⁽⁷⁾			42,000	$	42,525,000
Smurfit Kappa Acquisitions, Sr. Notes
4.875%, 9/15/18⁽⁷⁾			4,925		4,943,469

				$	47,468,469


Diversified Manufacturing Operations — 0.1%
Matalan Finance PLC, Sr. Notes
8.875%, 4/29/16⁽⁹⁾	GBP		6,500	$	10,515,593

				$	10,515,593


Ecological Services and Equipment — 0.0%⁽⁴⁾
Environmental Systems Product Holdings, Inc., Jr. Notes
18.00%, 3/31/15⁽⁵⁾⁽⁶⁾			184	$	156,179

				$	156,179


Electronics / Electrical — 0.0%⁽⁴⁾
NXP BV/NXP Funding, LLC
3.09%, 10/15/13⁽⁸⁾			75	$	75,188

				$	75,188


Equipment Leasing — 0.1%
International Lease Finance Corp., Sr. Notes
6.75%, 9/1/16⁽⁷⁾			2,325	$	2,638,875
7.125%, 9/1/18⁽⁷⁾			2,325		2,743,500

				$	5,382,375


Financial Intermediaries — 0.4%
First Data Corp., Sr. Notes
6.75%, 11/1/20⁽⁷⁾			16,850	$	16,934,250
UPCB Finance II, Ltd., Sr. Notes
6.375%, 7/1/20⁽⁷⁾	EUR		6,500		8,761,970
6.625%, 7/1/20⁽⁷⁾			9,000		9,675,000

				$	35,371,220


Health Care — 0.4%
Accellent, Inc., Sr. Notes
8.375%, 2/1/17			3,000	$	3,082,500
CHS/Community Health Systems, Inc., Sr. Notes
5.125%, 8/15/18			22,625		23,530,000


		34		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Security			Principal Amount* (000’s omitted)		Value


Health Care (continued)
HCA, Inc., Sr. Notes
4.75%, 5/1/23				11,975	$	12,004,937
	��
					$	38,617,437


Insurance — 0.1%
CNO Financial Group, Inc., Sr. Notes
6.375%, 10/1/20⁽⁷⁾				7,250	$	7,540,000

					$	7,540,000


Leisure Goods / Activities / Movies — 0.2%
NAI Entertainment Holdings, LLC, Sr. Notes
8.25%, 12/15/17⁽⁷⁾				6,750	$	7,543,125
National CineMedia, LLC, Sr. Notes
6.00%, 4/15/22⁽⁷⁾				8,250		8,745,000

					$	16,288,125


Lodging and Casinos — 0.3%
Caesars Entertainment Operating Co., Inc., Sr. Notes
8.50%, 2/15/20⁽⁷⁾				25,250	$	24,871,250

					$	24,871,250


Radio and Television — 0.1%
Clear Channel Communications, Inc., Sr. Notes
9.00%, 12/15/19⁽⁷⁾				5,219	$	4,723,195
Univision Communications, Inc., Sr. Notes
6.75%, 9/15/22⁽⁷⁾				9,000		9,045,000

					$	13,768,195


Telecommunications — 0.1%
Hughes Satellite Systems Corp., Sr. Notes
6.50%, 6/15/19				8,500	$	9,137,500
Sunrise Communications International SA, Sr. Notes
4.971%, 12/31/17⁽⁷⁾⁽⁸⁾		EUR		3,000		3,966,217

					$	13,103,717


Utilities — 0.6%
Calpine Corp., Sr. Notes
7.50%, 2/15/21⁽⁷⁾				25,380	$	27,727,650
7.875%, 1/15/23⁽⁷⁾				23,490		26,073,900

					$	53,801,550


Total Corporate Bonds & Notes (identified cost $303,934,513)					$	317,822,470


Asset-Backed Securities — 0.1%


Security	Principal Amount (000’s omitted)		Value

Alzette European CLO SA, Series 2004-1A, Class E2, 6.968%, 12/15/20⁽⁸⁾	$	465	$	414,531
Avalon Capital Ltd. 3, Series 1A, Class D, 2.381%, 2/24/19⁽⁷⁾⁽⁸⁾		884		790,071
Babson Ltd., Series 2005-1A, Class C1, 2.29%, 4/15/19⁽⁷⁾⁽⁸⁾		1,129		975,942
Centurion CDO 8 Ltd., Series 2005-8A, Class D, 5.908%, 3/8/17⁽⁸⁾		985		961,052
Morgan Stanley Investment Management Croton, Ltd., Series 2005-1A, Class D, 2.29%, 1/15/18⁽⁷⁾⁽⁸⁾		2,000		1,676,921


Total Asset-Backed Securities (identified cost $5,438,534)			$	4,818,517


Common Stocks — 0.5%


Security	Shares		Value

Automotive — 0.0%⁽⁴⁾
Dayco Products, LLC⁽⁶⁾^(10)(11)		88,506	$	2,256,903

			$	2,256,903


Building and Development — 0.0%⁽⁴⁾
United Subcontractors, Inc.^{(6) (10)(11)}		3,646	$	151,972

			$	151,972


Ecological Services and Equipment — 0.0%⁽⁴⁾
Environmental Systems Products Holdings, Inc.^(6)(10)(12)		2,484	$	179,419

			$	179,419


Financial Intermediaries — 0.0%⁽⁴⁾
RTS Investor Corp.^(6)(10)(11)		692	$	66,112

			$	66,112


Food Service — 0.0%⁽⁴⁾
Buffets Restaurants Holdings, Inc.^(6)(10)(11)		329,120	$	2,978,536

			$	2,978,536


Home Furnishings — 0.0%⁽⁴⁾
Oreck Corp.^{(6) (10)(11)}		14,217	$	247,234
Sanitec Europe Oy B Units^(6)(10)(11)		235,094		1,477,877
Sanitec Europe Oy E Units^(6)(10)(11)		230,960		0

			$	1,725,111


		35		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Leisure Goods / Activities / Movies — 0.2%
Metro-Goldwyn-Mayer Holdings, Inc.^(10)(11)		414,634	$	13,203,522

			$	13,203,522


Lodging and Casinos — 0.0%⁽⁴⁾
Affinity Gaming, LLC^(10)(11)		206,125	$	2,336,079

			$	2,336,079


Publishing — 0.2%
Ion Media Networks, Inc.^(6)(11)		28,605	$	18,192,780
MediaNews Group, Inc.^(6)(10)(11)		162,730		3,414,074
Source Interlink Companies, Inc.^(6)(10)(11)		5,725		0

			$	21,606,854


Radio and Television — 0.1%
New Young Broadcasting Holding Co., Inc.^(6)(10)(11)		2,310	$	8,316,000

			$	8,316,000


Total Common Stocks (identified cost $32,014,031)			$	52,820,508


Preferred Stocks — 0.0%⁽⁴⁾


Security	Shares		Value

Ecological Services and Equipment — 0.0%⁽⁴⁾
Environmental Systems Products Holdings, Inc., Series A^(6)(10)(12)		569	$	35,847


Total Preferred Stocks (identified cost $9,958)			$	35,847


Warrants — 0.0%⁽⁴⁾


Security	Shares		Value

Radio and Television — 0.0%⁽⁴⁾
New Young Broadcasting Holding Co., Inc., Expires 12/24/24^(6)(10)(11)		112	$	403,200

			$	403,200


Telecommunications — 0.0%
ERC Luxembourg Holdings, Ltd., Expires 06/11/32^(6)(10)(11)		21,381	$	0

			$	0


Total Warrants (identified cost $192,476)			$	403,200


Short-Term Investments — 6.7%


Description	Interest (000’s omitted)		Value

Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽¹³⁾	$	631,913	$	631,913,170


Total Short-Term Investments (identified cost $631,913,170)			$	631,913,170


Total Investments — 102.8% (identified cost $9,644,821,005)			$	9,692,768,986


Less Unfunded Loan Commitments — (0.3)%			$	(22,317,946	)


Net Investments — 102.5% (identified cost $9,622,503,059)			$	9,670,451,040


Other Assets, Less Liabilities — (2.5)%			$	(237,610,214	)


Net Assets — 100.0%			$	9,432,840,826

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


EUR	–	Euro
GBP	–	British Pound Sterling

In U.S. dollars unless otherwise indicated.

⁽¹⁾

Senior floating-rate interests (Senior Loans) often require prepayments from excess cash flows or permit the borrowers to repay at their election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity May be substantially less than the stated maturities shown. However, Senior Loans will have an expected average life of approximately two to four years. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility and includes commitment fees on unfunded loan commitments, if any. Senior Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base lending rates are primarily the London Interbank Offered Rate (“LIBOR”) and secondarily, the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders.

⁽²⁾

Unfunded or partially unfunded loan commitments. The Portfolio May enter into certain credit agreements all or a portion of which May be unfunded. The Portfolio is obligated to fund these commitments at the borrower’s discretion. See Note 1G for description.

⁽³⁾

This Senior Loan will settle after October 31, 2012, at which time the interest rate will be determined.

⁽⁴⁾

Amount is less than 0.05%.

⁽⁵⁾

Represents a payment-in-kind security which May pay all or a portion of interest in additional par.

⁽⁶⁾

For fair value measurement disclosure purposes, security is categorized as Level 3 (see Note 10).

⁽⁷⁾

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities May be sold in certain


		36		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued

transactions (normally to qualified institutional buyers) and remain exempt from registration. At October 31, 2012, the aggregate value of these securities is $252,294,212 or 2.7% of the Portfolio’s net assets.

⁽⁸⁾

Variable rate security. The stated interest rate represents the rate in effect at October 31, 2012.

⁽⁹⁾

Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security May not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

⁽¹⁰⁾	Non-income producing security.

⁽¹¹⁾	Security was acquired in connection with a restructuring of a Senior Loan and May be subject to restrictions on resale.

⁽¹²⁾	Restricted security (see Note 5).

⁽¹³⁾	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2012.


		37		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Unaffiliated investments, at value (identified cost, $8,990,589,889)	$	9,038,537,870
Affiliated investment, at value (identified cost, $631,913,170)		631,913,170
Cash		37,130,183
Restricted cash*		13,554,205
Foreign currency, at value (identified cost, $13,651,438)		13,663,520
Interest receivable		33,060,102
Interest receivable from affiliated investment		70,003
Receivable for investments sold		42,668,186
Receivable for open forward foreign currency exchange contracts		94,937
Receivable for closed swap contracts		35,306
Prepaid expenses		530,797
Total assets	$	9,811,258,279

Liabilities
Payable for investments purchased	$	365,093,937
Payable for open forward foreign currency exchange contracts		5,193,917
Payable for open swap contracts		3,803,787
Payable to affiliates:
Investment adviser fee		3,966,637
Trustees’ fees		5,663
Accrued expenses		353,512
Total liabilities	$	378,417,453
Net Assets applicable to investors’ interest in Portfolio	$	9,432,840,826

Sources of Net Assets
Investors’ capital	$	9,391,946,290
Net unrealized appreciation		40,894,536
Total	$	9,432,840,826

*	Represents restricted cash on deposit at the custodian as collateral for open financial contracts.


		38		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest and other income	$	484,896,737
Dividends		5,990,143
Interest allocated from affiliated investment		446,890
Expenses allocated from affiliated investment		(59,158	)
Total investment income	$	491,274,612

Expenses
Investment adviser fee	$	46,845,003
Trustees’ fees and expenses		69,455
Custodian fee		1,841,306
Legal and accounting services		459,434
Miscellaneous		1,290,439
Total expenses	$	50,505,637
Deduct —
Reduction of custodian fee	$	128
Total expense reductions	$	128

Net expenses	$	50,505,509

Net investment income	$	440,769,103

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	33,033,340
Investment transactions allocated from affiliated investment		7,041
Swap contracts		(1,111,685	)
Foreign currency and forward foreign currency exchange contract transactions		31,101,240
Net realized gain	$	63,029,936
Change in unrealized appreciation (depreciation) —
Investments	$	194,665,096
Swap contracts		(1,007,489	)
Foreign currency and forward foreign currency exchange contracts		(8,718,195	)
Net change in unrealized appreciation (depreciation)	$	184,939,412

Net realized and unrealized gain	$	247,969,348

Net increase in net assets from operations	$	688,738,451


		39		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	440,769,103		$	397,412,294
Net realized gain (loss) from investment transactions, swap contracts and foreign currency and forward foreign currency exchange contract transactions		63,029,936			(18,065,295	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency and forward foreign currency exchange contracts		184,939,412			(100,433,238	)
Net increase in net assets from operations	$	688,738,451		$	278,913,761
Capital transactions —
Contributions	$	1,137,173,133		$	4,383,895,129
Withdrawals		(2,087,404,801	)		(1,465,370,574	)
Net increase (decrease) in net assets from capital transactions	$	(950,231,668	)	$	2,918,524,555

Net increase (decrease) in net assets	$	(261,493,217	)	$	3,197,438,316

Net Assets
At beginning of year	$	9,694,334,043		$	6,496,895,727
At end of year	$	9,432,840,826		$	9,694,334,043


		40		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Supplementary Data


	Year Ended October 31,
Ratios/Supplemental Data	2012			2011			2010			2009			2008
Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.54	%		0.54	%		0.57	%		0.61	%		0.70	%
Net investment income		4.72	%		4.31	%		4.43	%		5.41	%		6.50	%
Portfolio Turnover		42	%		56	%		39	%		35	%		7	%

Total Return		7.67	%		4.30	%		10.51	%		27.54	%		(22.24	)%

Net assets, end of year (000’s omitted)	$	9,432,841		$	9,694,334		$	6,496,896		$	4,294,340		$	3,056,210

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


		41		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Floating Rate Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to provide a high level of current income. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2012, Eaton Vance Floating-Rate Fund, Eaton Vance Strategic Income Fund, Eaton Vance Floating-Rate & High Income Fund, Eaton Vance Multi-Strategy Absolute Return Fund, Eaton Vance Low Duration Government Income Fund (formerly, Eaton Vance Low Duration Fund), Eaton Vance Short Term Real Return Fund and Eaton Vance Multi-Strategy All Market Fund held an interest of 83.0%, 4.6%, 10.1%, 1.0%, 0.5%, 0.3% and 0.3%, respectively, in the Portfolio.

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

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

Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value.

Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. Interest rate swaps are normally valued using valuations provided by a third party pricing service. Such pricing service valuations are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract. Future cash flows are discounted to their present value using swap rates provided by electronic data services or by broker/dealers. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock


		42

Floating Rate Portfolio

October 31, 2012

Notes to Financial Statements — continued

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.

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.

G Unfunded Loan Commitments — The Portfolio may enter into certain credit agreements all or a portion of which may be unfunded. The Portfolio is obligated to fund these commitments at the borrower’s discretion. These commitments are disclosed in the accompanying Portfolio of Investments. At October 31, 2012, the Portfolio had sufficient cash and/or securities to cover these commitments.

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

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


		43

Floating Rate Portfolio

October 31, 2012

Notes to Financial Statements — continued

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

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. Pursuant to the investment advisory agreement and subsequent fee reduction agreement between the Portfolio and BMR, the fee is computed at an annual rate of 0.575% of the Portfolio’s average daily net assets up to $1 billion, 0.525% from $1 billion up to $2 billion, 0.500% from $2 billion up to $5 billion, 0.480% from $5 billion up to $10 billion and 0.460% of average daily net assets of $10 billion or more, and is payable monthly. Effective May 1, 2012, pursuant to an additional fee reduction agreement between the Portfolio and BMR, the portion of the fee on net assets of $10 billion and over is computed as follows: annual rate of 0.460% of the Portfolio’s average daily net assets from $10 billion up to $15 billion, 0.4475% from $15 billion up to $20 billion, 0.4375% from $20 billion up to $25 billion and 0.430% of average daily net assets of $25 billion or more. The fee reductions cannot be terminated without the consent of the Trustees and shareholders. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2012, the Portfolio’s investment adviser fee amounted to $46,845,003 or 0.50% of the Portfolio’s average daily net assets.

Officers and Trustees of the Portfolio who are members of EVM’s or BMR’s organizations receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2012, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities, principal repayments on Senior Loans and paydowns, aggregated $3,746,407,935 and $4,157,870,920, respectively, for the year ended October 31, 2012.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	9,622,503,671

Gross unrealized appreciation	$	135,168,501
Gross unrealized depreciation		(87,221,132	)

Net unrealized appreciation	$	47,947,369

The net unrealized depreciation on foreign currency and swap contracts at October 31, 2012 on a federal income tax basis was $7,053,445.


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Floating Rate Portfolio

October 31, 2012

Notes to Financial Statements — continued

5 Restricted Securities

At October 31, 2012, the Portfolio owned the following securities (representing less than 0.1% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Portfolio has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.


Description	Date of Acquisition		Shares		Cost		Value

Common Stocks
Environmental Systems Products Holdings, Inc.		10/25/07		2,484	$	0	$	179,419

Preferred Stocks
Environmental Systems Products Holdings, Inc., Series A		10/25/07		569	$	9,958	$	35,847

Total Restricted Securities					$	9,958	$	215,266

6 Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange contracts and swap contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

A summary of obligations under these financial instruments at October 31, 2012 is as follows:


Forward Foreign Currency Exchange Contracts


Sales
Settlement Date	Deliver	In Exchange For	Counterparty	Net Unrealized Appreciation (Depreciation)

11/30/12	British Pound Sterling 55,768,970	United States Dollar 88,250,491	JPMorgan Chase Bank NA	$	(1,738,073	)
11/30/12	Euro 61,728,903	United States Dollar 77,431,193	Citibank NA		(2,598,202	)
12/31/12	British Pound Sterling 26,120,029	United States Dollar 42,173,791	Goldman Sachs International		30,226
12/31/12	British Pound Sterling 3,375,625	United States Dollar 5,449,920	State Street Bank and Trust Co.		3,491
12/31/12	Euro 71,617,803	United States Dollar 92,172,829	HSBC Bank USA		(711,694	)
1/31/13	British Pound Sterling 21,666,382	United States Dollar 34,823,292	HSBC Bank USA		(130,695	)
1/31/13	Euro 70,539,472	United States Dollar 91,573,637	Deutsche Bank AG		61,220
1/31/13	Swiss Franc 16,380,316	United States Dollar 17,599,126	Citibank NA		(15,253	)

				$	(5,098,980	)


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Floating Rate Portfolio

October 31, 2012

Notes to Financial Statements — continued


Interest Rate Swaps
Counterparty	Notional Amount (000’s omitted)	Portfolio Pays/Receives Floating Rate	Floating Rate Index	Annual Fixed Rate			Termination Date		Net Unrealized Depreciation
Citibank NA	$60,000	Receives	3-Month USD-LIBOR-BBA		0.98	%		6/24/14	$	(780,299	)
Citibank NA	60,000	Receives	3-Month USD-LIBOR-BBA		1.81			6/24/16		(3,023,488	)

									$	(3,803,787	)

At October 31, 2012, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

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

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

Interest Rate Risk: Because the Portfolio holds fixed-rate bonds, the value of these bonds may decrease if interest rates rise. To hedge against this risk, the Portfolio enters into interest rate swap contracts with respect to a portion of the bonds.

The Portfolio enters into swap contracts and forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those derivatives in a liability position. At October 31, 2012 the fair value of derivatives with credit-related contingent features in a net liability position was $8,997,704. At October 31, 2012, the aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $13,554,205.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts and forward foreign currency exchange contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. At October 31, 2012, the maximum amount of loss the Portfolio would incur due to counterparty risk was $94,937, representing the fair value of such derivatives in an asset position, with the highest amount from any one counterparty being $61,220. To mitigate this risk, the Portfolio has entered into master netting agreements with substantially all its derivative counterparties, which allows it and a counterparty to aggregate amounts owed by each of them for derivative transactions under the agreement into a single net amount payable by either the Portfolio or the counterparty. Counterparties may be required to pledge collateral in the form of cash, U.S. Government securities or highly-rated bonds for the benefit of the Portfolio if the net amount due from the counterparty with respect to a derivative contract exceeds a certain threshold. The amount of collateral posted by the counterparties with respect to such contracts would also reduce the amount of any loss incurred.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2012 was as follows:


		Fair Value
Risk	Derivative	Asset Derivative			Liability Derivative

Foreign Exchange	Forward foreign currency exchange contracts	$	94,937	⁽¹⁾	$	(5,193,917	)⁽²⁾

		$	94,937		$	(5,193,917	)

Interest Rate	Swap contracts	$	—		$	(3,803,787	)⁽²⁾

		$	—		$	(3,803,787	)

⁽¹⁾	Statement of Assets and Liabilities location: Receivable for open forward foreign currency exchange contracts; Net unrealized appreciation.

⁽²⁾	Statement of Assets and Liabilities location: Payable for open forward foreign currency exchange contracts and Payable for open swap contracts, respectively; Net unrealized appreciation.


		46

Floating Rate Portfolio

October 31, 2012

Notes to Financial Statements — continued

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations by risk exposure for the year ended October 31, 2012 was as follows:


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

Foreign Exchange	Forward foreign currency exchange contracts	$	31,196,921	⁽¹⁾	$	(9,036,988	)⁽²⁾
Interest Rate	Swap contracts		(1,111,685	)⁽¹⁾		(1,007,489	)⁽²⁾

Total		$	30,085,236		$	(10,044,477	)

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

⁽²⁾	Statement of Operations location: Change in unrealized appreciation (depreciation) – Foreign currency and forward foreign currency exchange contracts and Swap contracts, respectively.

The average notional amounts of forward foreign currency exchange contracts and swap contracts outstanding during the year ended October 31, 2012, which are indicative of the volume of these derivative types, were approximately $463,978,000 and $120,000,000, respectively.

7 Line of Credit

The Portfolio participates with another portfolio and fund managed by EVM and its affiliates in a $800 million ($900 million prior to March 19, 2012) unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at a prime rate or an amount above either the London Interbank Offered Rate (LIBOR) or the Federal Funds rate. In addition, a fee computed at an annual rate of 0.08% on the daily unused portion of the line of credit is allocated among the participating portfolios and fund at the end of each quarter. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2012.

8 Risks Associated with Foreign Investments

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

9 Credit Risk

The Portfolio invests primarily in below investment grade floating-rate loans and floating-rate debt obligations, which are considered speculative because of the credit risk of their issuers. Changes in economic conditions or other circumstances are more likely to reduce the capacity of issuers of these securities to make principal and interest payments. Such companies are more likely to default on their payments of interest and principal owed than issuers of investment grade bonds. An economic downturn generally leads to a higher non-payment rate, and a loan or other debt obligation may lose significant value before a default occurs. Lower rated investments also may be subject to greater price volatility than higher rated investments. Moreover, the specific collateral used to secure a loan may decline in value or become illiquid, which would adversely affect the loan’s value.


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October 31, 2012

Notes to Financial Statements — continued

10 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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

At October 31, 2012, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3*		Total

Senior Floating-Rate Interests (Less Unfunded Loan Commitments)	$	—	$	8,655,003,363		$	7,633,965	$	8,662,637,328
Corporate Bonds & Notes		—		317,666,291			156,179		317,822,470
Asset-Backed Securities		—		4,818,517			—		4,818,517
Common Stocks		—		15,539,601			37,280,907		52,820,508
Preferred Stocks		—		—			35,847		35,847
Warrants		—		—			403,200		403,200
Short-Term Investments		—		631,913,170			—		631,913,170

Total Investments	$	—	$	9,624,940,942		$	45,510,098	$	9,670,451,040
Forward Foreign Currency Exchange Contracts	$	—	$	94,937		$	—	$	94,937

Total	$	—	$	9,625,035,879		$	45,510,098	$	9,670,545,977

Liability Description
Forward Foreign Currency Exchange Contracts	$	—	$	(5,193,917	)	$	—	$	(5,193,917	)
Interest Rate Swaps		—		(3,803,787	)		—		(3,803,787	)

Total	$	—	$	(8,997,704	)	$	—	$	(8,997,704	)

*	None of the unobservable inputs for Level 3 assets, individually or collectively, had a material impact on the Portfolio.

At October 31, 2012, there were no investments transferred between Level 1 and Level 2 during the year then ended.


		48

Floating Rate Portfolio

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of Floating Rate Portfolio:

We have audited the accompanying statement of assets and liabilities of Floating Rate Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and senior loans owned as of October 31, 2012, by correspondence with the custodian, brokers, and selling or agent banks; where replies were not received from brokers and selling or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Floating Rate Portfolio as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2012


		49

Eaton Vance

Floating-Rate Fund

October 31, 2012

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust), and Floating Rate Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 187 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.


Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) and Directorships 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 187 registered investment companies. 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 and Hexavest Inc.


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.


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Eaton Vance

Floating-Rate Fund

October 31, 2012

Management and Organization — continued


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

Ronald A. Pearlman 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Of the Trust since 1998 and of the Portfolio since 2000	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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
Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) During Past Five Years

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

Scott H. Page 1959	President of the Portfolio	Since 2007	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Vice President and Chief Income Investment Officer 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.


		51

Eaton Vance

Floating-Rate Fund

October 31, 2012

Management and Organization — continued


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


		52

Eaton Vance Funds

IMPORTANT NOTICES

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


		53

This Page Intentionally Left Blank

Investment Adviser of Floating Rate Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Floating-Rate Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank 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

LOGO

1044-12/12 FRSRC

Eaton Vance

Floating-Rate & High

Income Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

Floating-Rate & High Income Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			20 and 50

Federal Tax Information			21

Management and Organization			51

Important Notices			54

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

Throughout the past 12 months, the floating-rate market exhibited resilience amid low U.S. economic growth and uncertainty regarding U.S. fiscal policy. This resilience was due to favorable market technical and fundamental conditions. The net supply of floating-rate loans was moderate, as loan repayments by issuers helped offset new issue supply coming to market. At the same time, demand strengthened. Improved economic data and the U.S. Federal Reserve’s pledge to keep interest rates low appeared to have fueled investors’ appetite for higher-yielding alternatives to government bonds. Other investors turned to floating-rate loans for protection against potentially rising interest rates. In the institutional market, buying by pension funds, hedge funds, structured vehicles, and other institutional investors, such as value crossover strategies, also expanded as the period progressed. For the period overall, the modest growth in the overall supply of loans was easily absorbed due to widespread investor demand.

Fund Performance

For the fiscal year ended October 31, 2012, Eaton Vance Floating-Rate & High Income Fund’s (the Fund) Class A shares at net asset value (NAV) had a total return of 8.04%. By comparison, the Fund’s benchmark, the S&P/LSTA Leveraged Loan Index (the Index), gained 8.48% during the period.

The Fund’s underweight to the lower-quality segment of the loan market detracted from performance relative to the Index. Specifically, the Fund’s holdings were biased toward higher-quality BB- and B-rated⁷ loans. At the same time, the Fund had an underweight to CCC-rated loans. For the year, BB-rated loans in the Index returned 6.60%, B-rated loans in the Index gained 10.12% and CCC-rated loans in the Index rose 9.93%.

Within the BB- and B-rated space, the Fund had a more pronounced overweight to the higher-rated BB-ratings tier, providing a further drag on relative results versus the Index.

Additionally, the Fund’s underweight exposure to loans of publishing and financial intermediaries — which outperformed the broad market — and overweight exposure to the loans of leisure goods/activities/movies segment — which underperformed the broad market — detracted from performance relative to the Index.

Contributing to relative performance versus the Index was the Fund’s allocation to high-yield bonds, as bonds outperformed loans during the period. Additionally, some notable industry positions bolstered relative results versus the Index. Underweight exposures to utilities and telecommunications helped bolster results versus the Index because these segments underperformed the overall loan market.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Performance^2,3

Portfolio Managers Scott H. Page, CFA, Craig P. Russ and Michael W. Weilheimer, CFA


% Average Annual Total Returns	Inception Date			One Year			Five Years			Ten Years			Since Inception
Advisers Class at NAV		09/07/2000			8.01	%		4.24	%		5.10	%		—
Class A at NAV		05/07/2003			8.04			4.24			—			4.79	%
Class A with 2.25% Maximum Sales Charge		—			5.63			3.77			—			4.53
Class B at NAV		09/05/2000			7.18			3.46			4.31			—
Class B with 5% Maximum Sales Charge		—			2.18			3.13			4.31			—
Class C at NAV		09/05/2000			7.21			3.44			4.30			—
Class C with 1% Maximum Sales Charge		—			6.21			3.44			4.30			—
Class I at NAV		09/15/2000			8.28			4.49			5.36			—
S&P/LSTA Leveraged Loan Index		—			8.48	%		5.21	%		5.88	%		—


% Total Annual Operating Expense Ratios⁴	Advisers Class			Class A			Class B			Class C			Class I
		1.09	%		1.10	%		1.84	%		1.84	%		0.84	%

Performance of $10,000

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

LOGO


Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Advisers Class	$10,000	10/31/2002	$16,447	N.A.
Class A	$10,000	05/07/2003	$15,583	$15,233
Class B	$10,000	10/31/2002	$15,260	N.A.
Class I	$250,000	10/31/2002	$421,451	N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Fund Profile

Top 10 Holdings (% of total investments)^5,6


Rite Aid Corporation	1.0	%
Intelsat Jackson Holdings Ltd.	1.0
Asurion LLC	1.0
HCA, Inc.	0.9
Alliance Boots Holdings Limited	0.9
Del Monte Foods Company	0.9
Hertz Corporation (The)	0.9
MetroPCS Wireless, Inc.	0.8
Infor (US), Inc.	0.8
Chrysler Group LLC	0.7
Total	8.9	%

Top 10 Sectors (% of total investments)^5,6


Health Care	12.4	%
Business Equipment and Services	8.2
Electronics/Electrical	5.7
Automotive	4.4
Chemicals and Plastics	4.0
Telecommunications	3.9
Publishing	3.8
Leisure Goods/Activities/Movies	3.7
Food Products	3.5
Food Service	3.5
Total	53.1	%

LOGO

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Endnotes and Additional Disclosures

⁴	Source: Fund prospectus.

⁵	The Fund invests in one or more affiliated investment companies (Portfolios). References to investments are to the Floating Rate Portfolio.

⁶	Excludes cash and cash equivalents.

⁷

Fund profile subject to change due to active management.


		5

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)		Annualized Expense Ratio


Actual
Advisers Class	$	1,000.00	$	1,033.10	$	5.42		1.06	%
Class A	$	1,000.00	$	1,033.60	$	5.42		1.06	%
Class B	$	1,000.00	$	1,030.20	$	9.34		1.83	%
Class C	$	1,000.00	$	1,029.20	$	9.23		1.81	%
Class I	$	1,000.00	$	1,035.50	$	4.14		0.81	%



Hypothetical
(5% return per year before expenses)
Advisers Class	$	1,000.00	$	1,019.80	$	5.38		1.06	%
Class A	$	1,000.00	$	1,019.80	$	5.38		1.06	%
Class B	$	1,000.00	$	1,015.90	$	9.27		1.83	%
Class C	$	1,000.00	$	1,016.00	$	9.17		1.81	%
Class I	$	1,000.00	$	1,021.10	$	4.12		0.81	%


		6

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investment in Floating Rate Portfolio, at value (identified cost, $973,376,654)	$	952,853,426
Investment in High Income Opportunities Portfolio, at value (identified cost, $176,169,913)		181,401,442
Receivable for Fund shares sold		2,503,435
Total assets	$	1,136,758,303

Liabilities
Payable for Fund shares redeemed	$	2,450,916
Distributions payable		550,541
Payable to affiliates:
Distribution and service fees		306,768
Administration fee		141,388
Trustees’ fees		42
Accrued expenses		207,226
Total liabilities	$	3,656,881
Net Assets	$	1,133,101,422

Sources of Net Assets
Paid-in capital	$	1,264,513,972
Accumulated net realized loss from Portfolios		(116,255,462	)
Accumulated undistributed net investment income		134,611
Net unrealized depreciation from Portfolios		(15,291,699	)
Total	$	1,133,101,422

Advisers Class Shares
Net Assets	$	201,735,338
Shares Outstanding		22,611,662
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	8.92

Class A Shares
Net Assets	$	386,870,023
Shares Outstanding		40,763,472
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	9.49
Maximum Offering Price Per Share
(100 ÷ 97.75 of net asset value per share)	$	9.71

Class B Shares
Net Assets	$	11,025,801
Shares Outstanding		1,237,349
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	8.91

Class C Shares
Net Assets	$	205,424,779
Shares Outstanding		23,072,623
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	8.90

Class I Shares
Net Assets	$	328,045,481
Shares Outstanding		36,746,882
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	8.93

On sales of $100,000 or more, the offering price of Class A shares is reduced.

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


		7		See Notes to Financial Statements.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest and other income allocated from Portfolios	$	57,844,099
Dividends allocated from Portfolios (net of foreign taxes, $3,686)		760,204
Expenses allocated from Portfolios		(5,634,085	)
Total investment income from Portfolios	$	52,970,218

Expenses
Administration fee	$	1,545,429
Distribution and service fees
Advisers Class		480,448
Class A		889,599
Class B		144,523
Class C		2,045,468
Trustees’ fees and expenses		500
Custodian fee		47,949
Transfer and dividend disbursing agent fees		747,731
Legal and accounting services		38,676
Printing and postage		251,759
Registration fees		130,543
Miscellaneous		19,480
Total expenses	$	6,342,105

Net investment income	$	46,628,113

Realized and Unrealized Gain (Loss) from Portfolios
Net realized gain (loss) —
Investment transactions	$	3,806,510
Swap contracts		(110,143	)
Foreign currency and forward foreign currency exchange transactions		2,714,071
Net realized gain	$	6,410,438
Change in unrealized appreciation (depreciation) —
Investments	$	25,209,578
Swap contracts		188,181
Foreign currency and forward foreign currency exchange contracts		(729,188	)
Net change in unrealized appreciation (depreciation)	$	24,668,571

Net realized and unrealized gain	$	31,079,009

Net increase in net assets from operations	$	77,707,122


		8		See Notes to Financial Statements.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	46,628,113		$	47,065,050
Net realized gain (loss) from investment transactions, securities sold short, swap contracts and foreign currency and forward foreign currency exchange contract transactions		6,410,438			(12,080,505	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts and foreign currency and forward foreign currency exchange contracts		24,668,571			(5,706,866	)
Net increase in net assets from operations	$	77,707,122		$	29,277,679
Distributions to shareholders —
From net investment income
Advisers Class	$	(8,929,879	)	$	(9,969,342	)
Class A		(16,560,429	)		(17,015,809	)
Class B		(557,657	)		(838,270	)
Class C		(7,972,268	)		(8,047,851	)
Class I		(12,901,904	)		(10,870,097	)
Tax return of capital
Advisers Class		—			(421,854	)
Class A		—			(720,026	)
Class B		—			(35,471	)
Class C		—			(340,546	)
Class I		—			(459,970	)
Total distributions to shareholders	$	(46,922,137	)	$	(48,719,236	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Advisers Class	$	74,518,169		$	114,233,761
Class A		128,870,267			354,742,048
Class B		328,191			3,478,608
Class C		24,612,510			57,675,237
Class I		190,333,738			261,226,160
Net asset value of shares issued to shareholders in payment of distributions declared
Advisers Class		8,702,411			9,578,996
Class A		15,152,443			15,137,271
Class B		446,559			568,511
Class C		6,055,225			5,918,414
Class I		8,860,653			5,681,011
Cost of shares redeemed
Advisers Class		(74,467,408	)		(125,611,117	)
Class A		(251,668,458	)		(139,386,614	)
Class B		(2,808,462	)		(5,349,090	)
Class C		(43,083,129	)		(48,179,629	)
Class I		(113,649,363	)		(150,328,532	)
Net asset value of shares exchanged
Class A		5,990,599			4,064,580
Class B		(5,990,599	)		(4,064,580	)
Redemption fees		—			11,492
Net increase (decrease) in net assets from Fund share transactions	$	(27,796,654	)	$	359,396,527

Net increase in net assets	$	2,988,331		$	339,954,970

Net Assets
At beginning of year	$	1,130,113,091		$	790,158,121
At end of year	$	1,133,101,422		$	1,130,113,091

Accumulated undistributed (distributions in excess of) net investment income included in net assets
At end of year	$	134,611		$	(868,967	)


		9		See Notes to Financial Statements.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Financial Highlights


	Advisers Class
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	8.650		$	8.700		$	8.260		$	6.810		$	9.450

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.405		$	0.384		$	0.395		$	0.390		$	0.551
Net realized and unrealized gain (loss)		0.272			(0.034	)		0.519			1.444			(2.662	)

Total income (loss) from operations	$	0.677		$	0.350		$	0.914		$	1.834		$	(2.111	)

Less Distributions
From net investment income	$	(0.407	)	$	(0.384	)	$	(0.474	)	$	(0.388	)	$	(0.469	)
Tax return of capital		—			(0.016	)		—			—			(0.068	)

Total distributions	$	(0.407	)	$	(0.400	)	$	(0.474	)	$	(0.388	)	$	(0.537	)

Redemption fees⁽¹⁾	$	—		$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.004		$	0.008

Net asset value — End of year	$	8.920		$	8.650		$	8.700		$	8.260		$	6.810

Total Return⁽³⁾		8.01	%		4.06	%		11.50	%		28.05	%		(23.29	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	201,735		$	187,220		$	192,804		$	134,367		$	154,101
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.07	%		1.09	%		1.11	%		1.20	%		1.22	%
Net investment income		4.62	%		4.38	%		4.65	%		5.56	%		6.28	%
Portfolio Turnover of the Fund⁽⁶⁾		15	%		20	%		15	%		15	%		8	%
Portfolio Turnover of Floating Rate Portfolio		42	%		56	%		39	%		35	%		7	%
Portfolio Turnover of High Income Opportunities Portfolio		76	%		78	%		79	%		72	%		48	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Amount is less than $0.0005.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁴⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁶⁾	Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.


		10		See Notes to Financial Statements.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Financial Highlights — continued


	Class A
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	9.200		$	9.260		$	8.780		$	7.240		$	10.050

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.432		$	0.405		$	0.420		$	0.413		$	0.591
Net realized and unrealized gain (loss)		0.291			(0.041	)		0.560			1.536			(2.838	)

Total income (loss) from operations	$	0.723		$	0.364		$	0.980		$	1.949		$	(2.247	)

Less Distributions
From net investment income	$	(0.433	)	$	(0.407	)	$	(0.500	)	$	(0.413	)	$	(0.498	)
Tax return of capital		—			(0.017	)		—			—			(0.073	)

Total distributions	$	(0.433	)	$	(0.424	)	$	(0.500	)	$	(0.413	)	$	(0.571	)

Redemption fees⁽¹⁾	$	—		$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.004		$	0.008

Net asset value — End of year	$	9.490		$	9.200		$	9.260		$	8.780		$	7.240

Total Return⁽³⁾		8.04	%		3.97	%		11.46	%		28.18	%		(23.31	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	386,870		$	478,213		$	252,028		$	180,646		$	144,591
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.07	%		1.10	%		1.11	%		1.20	%		1.22	%
Net investment income		4.63	%		4.36	%		4.65	%		5.47	%		6.35	%
Portfolio Turnover of the Fund⁽⁶⁾		15	%		20	%		15	%		15	%		8	%
Portfolio Turnover of Floating Rate Portfolio		42	%		56	%		39	%		35	%		7	%
Portfolio Turnover of High Income Opportunities Portfolio		76	%		78	%		79	%		72	%		48	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Amount is less than $0.0005.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁶⁾	Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.


		11		See Notes to Financial Statements.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Financial Highlights — continued


	Class B
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	8.640		$	8.690		$	8.250		$	6.810		$	9.450

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.337		$	0.319		$	0.333		$	0.348		$	0.487
Net realized and unrealized gain (loss)		0.272			(0.033	)		0.519			1.425			(2.661	)

Total income (loss) from operations	$	0.609		$	0.286		$	0.852		$	1.773		$	(2.174	)

Less Distributions
From net investment income	$	(0.339	)	$	(0.322	)	$	(0.412	)	$	(0.337	)	$	(0.414	)
Tax return of capital		—			(0.014	)		—			—			(0.060	)

Total distributions	$	(0.339	)	$	(0.336	)	$	(0.412	)	$	(0.337	)	$	(0.474	)

Redemption fees⁽¹⁾	$	—		$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.004		$	0.008

Net asset value — End of year	$	8.910		$	8.640		$	8.690		$	8.250		$	6.810

Total Return⁽³⁾		7.18	%		3.31	%		10.58	%		27.14	%		(23.84	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	11,026		$	18,615		$	24,115		$	28,490		$	46,480
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.83	%		1.84	%		1.86	%		1.95	%		1.97	%
Net investment income		3.85	%		3.64	%		3.93	%		5.03	%		5.58	%
Portfolio Turnover of the Fund⁽⁶⁾		15	%		20	%		15	%		15	%		8	%
Portfolio Turnover of Floating Rate Portfolio		42	%		56	%		39	%		35	%		7	%
Portfolio Turnover of High Income Opportunities Portfolio		76	%		78	%		79	%		72	%		48	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Amount is less than $0.0005.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁶⁾	Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.


		12		See Notes to Financial Statements.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	8.630		$	8.690		$	8.240		$	6.810		$	9.450

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.338		$	0.317		$	0.332		$	0.339		$	0.488
Net realized and unrealized gain (loss)		0.273			(0.041	)		0.530			1.424			(2.663	)

Total income (loss) from operations	$	0.611		$	0.276		$	0.862		$	1.763		$	(2.175	)

Less Distributions
From net investment income	$	(0.341	)	$	(0.322	)	$	(0.412	)	$	(0.337	)	$	(0.413	)
Tax return of capital		—			(0.014	)		—			—			(0.060	)

Total distributions	$	(0.341	)	$	(0.336	)	$	(0.412	)	$	(0.337	)	$	(0.473	)

Redemption fees⁽¹⁾	$	—		$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.004		$	0.008

Net asset value — End of year	$	8.900		$	8.630		$	8.690		$	8.240		$	6.810

Total Return⁽³⁾		7.21	%		3.19	%		10.72	%		26.98	%		(23.84	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	205,425		$	211,581		$	198,350		$	183,193		$	177,628
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.82	%		1.84	%		1.86	%		1.95	%		1.97	%
Net investment income		3.87	%		3.63	%		3.92	%		4.82	%		5.59	%
Portfolio Turnover of the Fund⁽⁶⁾		15	%		20	%		15	%		15	%		8	%
Portfolio Turnover of Floating Rate Portfolio		42	%		56	%		39	%		35	%		7	%
Portfolio Turnover of High Income Opportunities Portfolio		76	%		78	%		79	%		72	%		48	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Amount is less than $0.0005.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁶⁾	Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.


		13		See Notes to Financial Statements.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	8.660		$	8.710		$	8.260		$	6.820		$	9.460

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.427		$	0.404		$	0.416		$	0.399		$	0.563
Net realized and unrealized gain (loss)		0.273			(0.033	)		0.528			1.442			(2.652	)

Total income (loss) from operations	$	0.700		$	0.371		$	0.944		$	1.841		$	(2.089	)

Less Distributions
From net investment income	$	(0.430	)	$	(0.404	)	$	(0.494	)	$	(0.405	)	$	(0.490	)
Tax return of capital		—			(0.017	)		—			—			(0.069	)

Total distributions	$	(0.430	)	$	(0.421	)	$	(0.494	)	$	(0.405	)	$	(0.559	)

Redemption fees⁽¹⁾	$	—		$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.004		$	0.008

Net asset value — End of year	$	8.930		$	8.660		$	8.710		$	8.260		$	6.820

Total Return⁽³⁾		8.28	%		4.31	%		11.76	%		28.31	%		(23.06	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	328,045		$	234,483		$	122,861		$	76,745		$	20,854
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		0.82	%		0.84	%		0.86	%		0.96	%		0.94	%
Net investment income		4.87	%		4.61	%		4.89	%		5.69	%		6.47	%
Portfolio Turnover of the Fund⁽⁶⁾		15	%		20	%		15	%		15	%		8	%
Portfolio Turnover of Floating Rate Portfolio		42	%		56	%		39	%		35	%		7	%
Portfolio Turnover of High Income Opportunities Portfolio		76	%		78	%		79	%		72	%		48	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Amount is less than $0.0005.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁴⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁶⁾	Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.


		14		See Notes to Financial Statements.

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Floating-Rate & High Income Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers five classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). The Advisers Class and Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Beginning January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund’s investment objective is to provide a high level of current income. The Fund currently pursues its objective by investing all of its investable assets in interests in the following two portfolios managed by Eaton Vance Management (EVM) or its affiliates: Floating Rate Portfolio and High Income Opportunities Portfolio (the Portfolios), which are Massachusetts business trusts. The value of the Fund’s investments in the Portfolios reflects the Fund’s proportionate interest in the net assets of Floating Rate Portfolio and High Income Opportunities Portfolio (10.1% and 19.1%, respectively, at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolios. The financial statements of Floating Rate Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements. A copy of High Income Opportunities Portfolio’s financial statements is available on the EDGAR database on the Securities and Exchange Commission’s website (www.sec.gov), at the Commission’s public reference room in Washington, D.C. or upon request from the Fund’s principal underwriter, Eaton Vance Distributors, Inc. (EVD), by calling 1-800-262-1122.

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

A Investment Valuation — Valuation of securities by Floating Rate Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report. Such policies are consistent with those of High Income Opportunities Portfolio.

C Federal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. At October 31, 2012, the Fund, for federal income tax purposes, had a capital loss carryforward of $105,891,792 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2013 ($1,505,442), October 31, 2015 ($3,277,415), October 31, 2016 ($60,560,805), October 31, 2017 ($19,014,413), October 31, 2018 ($16,335,693) and October 31, 2019 ($5,198,024). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2012.

During the year ended October 31, 2012, a capital loss carryforward of $3,036,993 was utilized to offset net realized gains by the Fund.


		15

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Notes to Financial Statements — continued

trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

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

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Ordinary income	$	46,922,137	$	46,741,369
Tax return of capital	$	—	$	1,977,867

During the year ended October 31, 2012, accumulated net realized loss was increased by $468,152, accumulated undistributed net investment income was increased by $1,297,602 and paid-in capital was decreased by $829,450 due to differences between book and tax accounting, primarily for swap contracts, premium amortization, defaulted bond interest, mixed straddles, investments in partnerships, paydown gain (loss) and foreign currency gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	765,264
Capital loss carryforward	$	(105,891,792	)
Net unrealized depreciation	$	(25,735,481	)
Other temporary differences	$	(550,541	)

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

3 Transactions with Affiliates

The administration fee is earned by EVM as compensation for administrative services rendered to the Fund. The fee is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended October 31, 2012, the administration fee amounted to $1,545,429. The Portfolios have engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolios’ Notes to


		16

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Notes to Financial Statements — continued

Financial Statements. For the year ended October 31, 2012, the Fund’s allocated portion of adviser fees paid by the Portfolios amounted to $5,209,480 or 0.51% of the Fund’s average daily net assets.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $27,155 in sub-transfer agent fees. The Fund was informed that EVD, an affiliate of EVM, received $15,192 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. EVD also received distribution and service fees from Advisers Class, Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

4 Distribution Plans

The Fund has in effect a distribution plan for the Advisers Class shares and Class A shares (Advisers/Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Advisers/Class A Plan, the Fund pays EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Advisers Class and Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2012 amounted to $480,448 for Advisers Class shares and $889,599 for Class A shares. The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class B and Class C Plans, the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2012, the Fund paid or accrued to EVD $108,392 and $1,534,101 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2012, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $7,603,000 and $72,826,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $36,131 and $511,367 for Class B and Class C shares, respectively.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $8,000, $20,000 and $13,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investments in the Portfolios were as follows:


Portfolio	Contributions		Withdrawals

Floating Rate Portfolio	$	153,484,885	$	200,478,984
High Income Opportunities Portfolio		43,755		35,253,462


		17

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Notes to Financial Statements — continued

7 Shares of Beneficial Interest


	Year Ended October 31,
Advisers Class	2012			2011

Sales		8,474,195			12,958,391
Issued to shareholders electing to receive payments of distributions in Fund shares		990,892			1,092,980
Redemptions		(8,494,372	)		(14,560,407	)

Net increase (decrease)		970,715			(509,036	)


	Year Ended October 31,
Class A	2012			2011

Sales		13,781,890			37,759,136
Issued to shareholders electing to receive payments of distributions in Fund shares		1,622,226			1,628,820
Redemptions		(27,247,670	)		(15,080,904	)
Exchange from Class B shares		643,038			438,600

Net increase (decrease)		(11,200,516	)		24,745,652


	Year Ended October 31,
Class B	2012			2011

Sales		37,596			395,409
Issued to shareholders electing to receive payments of distributions in Fund shares		51,002			64,991
Redemptions		(321,300	)		(612,464	)
Exchange to Class A shares		(684,890	)		(466,979	)

Net decrease		(917,592	)		(619,043	)


	Year Ended October 31,
Class C	2012			2011

Sales		2,805,730			6,545,587
Issued to shareholders electing to receive payments of distributions in Fund shares		691,077			677,303
Redemptions		(4,931,572	)		(5,544,971	)

Net increase (decrease)		(1,434,765	)		1,677,919


	Year Ended October 31,
Class I	2012			2011

Sales		21,600,464			29,548,610
Issued to shareholders electing to receive payments of distributions in Fund shares		1,006,319			648,016
Redemptions		(12,947,788	)		(17,219,608	)

Net increase		9,658,995			12,977,018


		18

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Notes to Financial Statements — continued

For the year ended October 31, 2011, the Fund received $11,492 in redemption fees.

8 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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

At October 31, 2012 and October 31, 2011, the Fund’s investment in High Income Opportunities Portfolio, whose financial statements are not included but are available elsewhere as discussed in Note 1, was valued based on Level 1 inputs.


		19

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Floating-Rate & High Income Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Floating-Rate & High Income Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Floating-Rate & High Income Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 20, 2012


		20

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Federal Tax Information (Unaudited)

Qualified Dividend Income. The Fund designates approximately $760,204, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2012 ordinary income dividends, 1.53% qualifies for the corporate dividends received deduction.


		21

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments


Senior Floating-Rate Interests — 92.1%⁽¹⁾


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Aerospace and Defense — 1.6%
Booz Allen Hamilton Inc.
Term Loan, 4.50%, Maturing July 31, 2019		8,900	$	8,965,824
DAE Aviation Holdings, Inc.
Revolving Loan, 3.53%, Maturing July 31, 2013⁽²⁾		20,000		18,650,000
Term Loan, 7.25%, Maturing July 31, 2014		17,676		17,675,616
Term Loan, 7.25%, Maturing July 31, 2014		17,963		17,963,473
Ducommun Incorporated
Term Loan, 5.50%, Maturing June 28, 2017		6,638		6,737,129
IAP Worldwide Services, Inc.
Term Loan, 9.25%, Maturing December 28, 2012		30,143		24,491,339
Sequa Corporation
Term Loan, 3.62%, Maturing December 3, 2014		8,989		8,984,762
Term Loan, 6.25%, Maturing December 3, 2014		3,002		3,009,818
TASC, Inc.
Term Loan, 4.50%, Maturing December 18, 2015		11,461		11,482,728
Transdigm, Inc.
Term Loan, 4.00%, Maturing February 14, 2017		11,227		11,277,626
Term Loan, 4.00%, Maturing February 14, 2017		12,857		12,909,289
Wesco Aircraft Hardware Corp.
Term Loan, 4.25%, Maturing April 7, 2017		1,989		1,998,133
Wyle Services Corporation
Term Loan, 5.00%, Maturing March 27, 2017		11,189		11,259,258

			$	155,404,995


Air Transport — 0.3%
Evergreen International Aviation, Inc.
Term Loan, 11.50%, Maturing June 30, 2015		11,051	$	10,774,919
Orbitz Worldwide Inc.
Term Loan, 3.21%, Maturing July 25, 2014		18,599		18,189,469

			$	28,964,388


Automotive — 4.5%
Allison Transmission, Inc.
Term Loan, 2.72%, Maturing August 7, 2014		16,237	$	16,280,159
Term Loan, 4.25%, Maturing August 23, 2019		43,299		43,555,555
Autoparts Holdings Limited
Term Loan, 6.50%, Maturing July 28, 2017		8,025		7,995,109
Chrysler Group LLC
Term Loan, 6.00%, Maturing May 24, 2017		70,187		71,902,705
Federal-Mogul Corporation
Term Loan, 2.15%, Maturing December 29, 2014		38,295		36,104,877
Term Loan, 2.15%, Maturing December 28, 2015		21,990		20,732,517


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Automotive (continued)
Financiere Truck Investissement SAS
Term Loan, 2.35%, Maturing February 15, 2013	EUR		1,479	$	1,826,537
Ford Motor Company
Revolving Loan, 0.25%, Maturing November 30, 2015⁽²⁾			4,852		4,615,851
Goodyear Tire & Rubber Company (The)
Term Loan - Second Lien, 4.75%, Maturing April 30, 2019			64,325		65,048,656
HHI Holdings LLC
Term Loan, 6.00%, Maturing October 3, 2018			23,250		23,250,000
Metaldyne Company LLC
Term Loan, 5.25%, Maturing May 18, 2017			23,428		23,545,410
Remy International, Inc.
Term Loan, 6.25%, Maturing December 16, 2016			5,275		5,314,584
SRAM, LLC
Term Loan, 4.78%, Maturing June 7, 2018			22,516		22,741,391
Term Loan - Second Lien, 8.50%, Maturing December 7, 2018			3,000		3,060,000
Tomkins LLC
Term Loan, 4.25%, Maturing September 29, 2016			31,011		31,220,296
TriMas Corporation
Term Loan, Maturing October 10, 2019⁽³⁾			9,775		9,799,437
UCI International, Inc.
Term Loan, 5.50%, Maturing July 26, 2017			3,402		3,435,863
Veyance Technologies, Inc.
Term Loan, 2.47%, Maturing July 31, 2014			4,312		4,280,419
Term Loan, 2.47%, Maturing July 31, 2014			26,659		26,465,513
Term Loan, 5.50%, Maturing July 31, 2014			4,005		4,019,893
Term Loan - Second Lien, 5.96%, Maturing July 31, 2015			2,000		1,940,000

				$	427,134,772


Beverage and Tobacco — 0.0%⁽⁴⁾
Maine Beverage Company
Term Loan, 2.11%, Maturing March 31, 2013			157	$	155,964

				$	155,964


Building and Development — 1.2%
401 North Wabash Venture LLC
Term Loan, 6.75%, Maturing August 1, 2013⁽⁵⁾			4,879	$	4,882,243
Armstrong World Industries, Inc.
Term Loan, 4.00%, Maturing March 9, 2018			19,063		19,154,725
Goodman Global Inc.
Term Loan, 5.75%, Maturing October 28, 2016			11,950		12,001,488


		22		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Building and Development (continued)
Preferred Proppants, LLC
Term Loan, 7.50%, Maturing December 15, 2016			8,511	$	8,074,515
RE/MAX International, Inc.
Term Loan, 5.50%, Maturing April 15, 2016			12,230		12,321,653
Realogy Corporation
Term Loan, 3.24%, Maturing October 10, 2013			2,700		2,659,023
Term Loan, 4.46%, Maturing October 10, 2016			9,207		9,201,711
Term Loan, 4.46%, Maturing October 10, 2016			719		718,202
Summit Materials Companies I, LLC
Term Loan, 6.00%, Maturing January 30, 2019			6,990		7,060,501
The Woodlands Land Development Company L.P.
Term Loan, 5.00%, Maturing March 7, 2014			19,259		18,970,370
Tishman Speyer U.S. Office, Inc.
Term Loan, 5.21%, Maturing January 8, 2014			13,475		13,620,530

				$	108,664,961


Business Equipment and Services — 8.5%
ACCO Brands Corporation
Term Loan, 4.25%, Maturing April 30, 2019			4,796	$	4,846,831
Acosta, Inc.
Term Loan, 5.00%, Maturing March 1, 2018			32,615		32,818,945
Advantage Sales & Marketing, Inc.
Term Loan, 5.25%, Maturing December 18, 2017			35,223		35,302,274
Affinion Group, Inc.
Term Loan, 5.00%, Maturing July 16, 2015			40,942		38,664,304
Allied Security Holdings, LLC
Term Loan, 5.25%, Maturing February 3, 2017			13,199		13,232,058
Altegrity, Inc.
Term Loan, 7.75%, Maturing February 20, 2015			4,678		4,677,706
Term Loan, 2.96%, Maturing February 21, 2015			14,944		13,897,694
BAR/BRI Review Courses, Inc.
Term Loan, 6.00%, Maturing June 16, 2017			5,893		5,900,246
Brand Energy & Infrastructure Services, Inc.
Term Loan, Maturing October 16, 2016⁽³⁾			1,819		1,819,355
Term Loan, Maturing October 16, 2018⁽³⁾			7,581		7,555,379
Brickman Group Holdings Inc.
Term Loan, 5.50%, Maturing October 14, 2016			11,499		11,671,337
Brock Holdings III, Inc.
Term Loan, 6.01%, Maturing March 16, 2017			16,348		16,511,221
Catalina Marketing Corporation
Term Loan, 2.96%, Maturing October 1, 2014			5,842		5,827,299
ClientLogic Corporation
Term Loan, 6.86%, Maturing January 30, 2017	EUR		569		671,651
Term Loan, 7.10%, Maturing January 30, 2017			9,682		9,464,497


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Business Equipment and Services (continued)
Corporate Executive Board Company, The
Term Loan, 5.00%, Maturing July 2, 2019		5,650	$	5,692,375
CPM Acquisition Corp.
Term Loan, 6.25%, Maturing August 29, 2017		5,375		5,418,672
DynCorp International LLC
Term Loan, 6.25%, Maturing July 7, 2016		10,003		10,061,194
Education Management LLC
Term Loan, 4.38%, Maturing June 1, 2016		1,159		976,821
Term Loan, 8.25%, Maturing March 29, 2018		24,467		21,705,549
EIG Investors Corp.
Term Loan, 7.75%, Maturing April 20, 2018		16,209		16,300,553
Term Loan - Second Lien, 11.00%, Maturing October 22, 2018		3,125		3,156,250
Expert Global Solutions, Inc.
Term Loan, 8.00%, Maturing April 3, 2018		24,079		24,319,790
Garda World Security Corp.
Term Loan, Maturing October 24, 2019⁽³⁾		4,225		4,261,969
Genesys Telecom Holdings, U.S., Inc.
Term Loan, 6.75%, Maturing January 31, 2019		7,363		7,478,047
Genpact International, Inc.
Term Loan, 4.25%, Maturing August 30, 2019		17,350		17,415,062
Go Daddy Operating Company, LLC
Term Loan, 5.50%, Maturing December 17, 2018		20,497		20,443,891
IG Investment Holdings, LLC
Term Loan, Maturing October 26, 2019⁽³⁾		8,850		8,838,937
IMS Health Incorporated
Term Loan, 4.50%, Maturing August 25, 2017		23,062		23,230,429
Infor (US), Inc.
Term Loan, 5.25%, Maturing April 5, 2018		72,025		72,891,090
KAR Auction Services, Inc.
Term Loan, 5.00%, Maturing May 19, 2017		22,985		23,147,889
Kronos Incorporated
Term Loan, Maturing October 25, 2019⁽³⁾		17,850		17,894,625
Term Loan - Second Lien, Maturing April 24, 2020⁽³⁾		10,275		10,300,687
Language Line, LLC
Term Loan, 6.25%, Maturing June 20, 2016		20,081		19,967,861
Meritas LLC
Term Loan, 7.50%, Maturing July 28, 2017		11,915		11,915,413
Mitchell International, Inc.
Term Loan, 2.50%, Maturing March 28, 2014		1,856		1,850,310
Term Loan - Second Lien, 5.63%, Maturing March 30, 2015		1,500		1,481,250
Monitronics International Inc.
Term Loan, 5.50%, Maturing March 16, 2018		9,925		10,020,237


		23		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Business Equipment and Services (continued)
Quintiles Transnational Corp.
Term Loan, 4.50%, Maturing June 8, 2018			3,950	$	3,964,812
Term Loan, 5.00%, Maturing June 8, 2018			45,017		45,388,520
Sabre, Inc.
Term Loan, 2.21%, Maturing September 30, 2014			9,730		9,714,629
Sensus USA Inc.
Term Loan, 4.75%, Maturing May 9, 2017			1,959		1,966,402
Softlayer Technologies, Inc.
Term Loan, 7.25%, Maturing November 5, 2016			9,162		9,219,074
SunGard Data Systems, Inc.
Term Loan, 3.90%, Maturing February 26, 2016			35,647		35,792,109
Term Loan, 3.97%, Maturing February 28, 2017			24,027		24,147,016
SymphonyIRI Group, Inc.
Term Loan, 5.00%, Maturing December 1, 2017			5,900		5,911,376
Trans Union, LLC
Term Loan, 5.50%, Maturing February 12, 2018			30,289		30,614,354
Travelport LLC
Term Loan, 2.86%, Maturing August 23, 2013			154		147,530
Term Loan, 4.65%, Maturing August 21, 2015	EUR		1,481		1,827,847
Term Loan, 4.86%, Maturing August 21, 2015			13,518		12,946,178
Term Loan, 4.86%, Maturing August 21, 2015			20,702		19,826,110
Term Loan, 4.86%, Maturing August 21, 2015			8,217		7,869,580
U.S. Security Holdings, Inc.
Term Loan, 6.00%, Maturing July 28, 2017			1,610		1,623,771
Term Loan, 6.00%, Maturing July 28, 2017			8,224		8,296,132
West Corporation
Term Loan, 5.50%, Maturing July 15, 2016			6,494		6,569,403
Term Loan, 5.50%, Maturing July 15, 2016			18,039		18,249,185
Term Loan, 5.75%, Maturing June 29, 2018			12,469		12,624,609

				$	798,328,335


Cable and Satellite Television — 3.4%
Atlantic Broadband Finance, LLC
Term Loan, 5.25%, Maturing April 4, 2019			15,386	$	15,485,357
BBHI Acquisition LLC
Term Loan, 4.50%, Maturing December 14, 2017			4,794		4,818,350
Bragg Communications Incorporated
Term Loan, 4.00%, Maturing February 28, 2018			4,726		4,749,881
Cequel Communications, LLC
Term Loan, 4.00%, Maturing February 14, 2019			51,054		51,213,042
Charter Communications Operating, LLC
Term Loan, 3.47%, Maturing September 6, 2016			28,331		28,477,442
Term Loan, 4.00%, Maturing May 15, 2019			10,970		11,056,263


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Cable and Satellite Television (continued)
Crown Media Holdings, Inc.
Term Loan, 5.75%, Maturing July 14, 2018			9,055	$	9,100,574
CSC Holdings, Inc.
Term Loan, 1.96%, Maturing March 29, 2016			23,108		23,117,275
Kabel Deutschland GMBH
Term Loan, 4.25%, Maturing February 1, 2019			16,825		16,889,591
Lavena Holdings 4 GmbH
Term Loan, 2.95%, Maturing March 6, 2015	EUR		5,072		6,180,838
Term Loan, 3.32%, Maturing March 4, 2016	EUR		5,072		6,180,838
MCC Iowa LLC
Term Loan, 1.93%, Maturing January 30, 2015			7,420		7,373,226
Term Loan, 1.93%, Maturing January 30, 2015			7,540		7,492,875
Mediacom Broadband LLC
Term Loan, 4.50%, Maturing October 23, 2017			10,044		10,037,535
Mediacom Illinois, LLC
Term Loan, 1.68%, Maturing January 30, 2015			18,747		18,430,227
Term Loan, 4.50%, Maturing October 23, 2017			10,275		10,239,460
P7S1 Broadcasting Holding II B.V.
Term Loan, 2.81%, Maturing July 1, 2016	EUR		3,546		4,495,529
UPC Broadband Holding B.V.
Term Loan, 3.87%, Maturing December 31, 2016	EUR		37,765		48,681,413
Term Loan, 4.12%, Maturing December 29, 2017	EUR		2,000		2,590,043
UPC Financing Partnership
Term Loan, 3.71%, Maturing December 30, 2016			5,061		5,040,923
Term Loan, 3.71%, Maturing December 29, 2017			10,793		10,776,802
Term Loan, 4.75%, Maturing December 29, 2017			4,575		4,609,313
WaveDivision Holdings, LLC
Term Loan, 5.50%, Maturing August 9, 2019			3,475		3,511,880
YPSO Holding SA
Term Loan, 4.86%, Maturing June 6, 2016	EUR		3,336		4,099,975
Term Loan, 4.86%, Maturing June 6, 2016	EUR		5,763		7,082,418

				$	321,731,070


Chemicals and Plastics — 3.6%
AZ Chem US Inc.
Term Loan, 7.25%, Maturing December 22, 2017			12,439	$	12,714,904
Celanese U.S. Holdings LLC
Term Loan, 2.87%, Maturing October 31, 2016	EUR		667		868,423
Chemtura Corporation
Term Loan, 5.50%, Maturing August 27, 2016			10,975		11,125,906
Emerald Performance Materials, LLC
Term Loan, 6.75%, Maturing May 18, 2018			7,955		8,044,557
General Chemical Corporation
Term Loan, 5.00%, Maturing October 6, 2015			4,014		4,030,949


		24		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Chemicals and Plastics (continued)
Harko C.V.
Term Loan, 5.75%, Maturing August 2, 2017			7,922	$	7,979,428
Term Loan, 6.25%, Maturing August 2, 2017	EUR		465		602,530
Houghton International, Inc.
Revolving Loan, 0.50%, Maturing January 30, 2016⁽²⁾			1,280		1,235,200
Revolving Loan, 2.65%, Maturing January 30, 2016⁽²⁾			320		308,800
Term Loan, 6.75%, Maturing January 29, 2016			13,317		13,433,454
Huntsman International, LLC
Term Loan, 2.50%, Maturing June 30, 2016			2,285		2,282,699
Term Loan, 2.79%, Maturing April 19, 2017			12,358		12,342,130
Ineos Finance PLC
Term Loan, Maturing May 4, 2018⁽³⁾	EUR		1,824		2,378,152
Ineos US Finance LLC
Term Loan, 6.50%, Maturing May 4, 2018			48,044		48,784,121
Momentive Performance Materials GmbH
Term Loan, 3.61%, Maturing May 5, 2015	EUR		4,909		6,314,889
Momentive Performance Materials Inc.
Term Loan, 2.40%, Maturing December 4, 2013			4,750		4,726,250
Term Loan, 3.75%, Maturing May 5, 2015			7,662		7,651,923
Momentive Performance Materials USA Inc.
Term Loan, 3.75%, Maturing May 5, 2015			10,275		10,249,486
Momentive Specialty Chemicals Inc.
Term Loan, 2.48%, Maturing May 3, 2013			12,237		12,152,408
Term Loan, 3.82%, Maturing May 5, 2015	EUR		1,071		1,339,722
Term Loan, 4.00%, Maturing May 5, 2015			15,947		15,907,045
Term Loan, 4.13%, Maturing May 5, 2015			7,023		6,812,388
Term Loan, 4.13%, Maturing May 5, 2015			8,060		8,040,295
Term Loan, 4.25%, Maturing May 5, 2015			4,061		3,979,813
OEP Pearl Dutch Acquisition B.V.
Term Loan, 6.50%, Maturing March 30, 2018			1,164		1,176,519
Omnova Solutions Inc.
Term Loan, 5.50%, Maturing May 31, 2017			10,012		10,099,244
PolyOne Corp.
Term Loan, 5.00%, Maturing December 20, 2017			10,524		10,619,612
Sonneborn LLC
Term Loan, 6.50%, Maturing March 30, 2018			6,597		6,666,942
Styron S.A.R.L., LLC
Term Loan, 8.00%, Maturing August 2, 2017			30,462		29,158,104
Taminco Global Chemical Corporation
Term Loan, 5.25%, Maturing February 15, 2019			4,527		4,580,069
Tronox Pigments (Netherlands) B.V.
Term Loan, 4.25%, Maturing February 8, 2018			2,939		2,963,992
Term Loan, 4.25%, Maturing February 8, 2018			10,777		10,861,234


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Chemicals and Plastics (continued)
Univar Inc.
Term Loan, 5.00%, Maturing June 30, 2017		63,153	$	62,643,957

			$	342,075,145


Clothing / Textiles — 0.1%
Ascena Retail Group, Inc.
Term Loan, 4.75%, Maturing June 14, 2018		1,995	$	2,008,716
Warnaco Inc.
Term Loan, 3.75%, Maturing June 15, 2018		3,901		3,881,122
Wolverine Worldwide, Inc.
Term Loan, 5.25%, Maturing July 31, 2019		5,775		5,843,578

			$	11,733,416


Conglomerates — 1.5%
Jason Incorporated
Term Loan, 8.25%, Maturing September 21, 2014		1,024	$	1,026,733
Term Loan, 7.75%, Maturing September 22, 2014		2,550		2,555,918
Term Loan, 8.25%, Maturing September 22, 2014		413		413,591
Rexnord Corporation
Term Loan, 4.50%, Maturing April 2, 2018		33,162		33,431,315
RGIS Services, LLC
Term Loan, 4.61%, Maturing October 18, 2016		19,617		19,567,498
Term Loan, 5.50%, Maturing October 18, 2017		16,221		16,281,417
Rocket Software, Inc.
Term Loan, 5.75%, Maturing February 8, 2018		6,585		6,630,712
Term Loan, 6.75%, Maturing February 8, 2018		1,500		1,500,000
Term Loan - Second Lien, 10.25%, Maturing February 8, 2019		2,750		2,770,625
Spectrum Brands, Inc.
Term Loan, 5.02%, Maturing June 17, 2016		19,623		19,694,895
Walter Energy, Inc.
Term Loan, 4.00%, Maturing April 2, 2018		39,415		38,954,972

			$	142,827,676


Containers and Glass Products — 1.3%
Berry Plastics Holding Corporation
Term Loan, 2.21%, Maturing April 3, 2015		24,165	$	24,044,671
BWAY Corporation
Term Loan, 5.25%, Maturing February 23, 2018		2,536		2,542,259
Term Loan, 5.25%, Maturing February 23, 2018		22,630		22,681,805
Hilex Poly Co. LLC
Term Loan, 11.25%, Maturing November 16, 2015		3,840		3,916,742


		25		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Containers and Glass Products (continued)
Pelican Products, Inc.
Term Loan, 7.00%, Maturing July 11, 2018			3,394	$	3,419,455
Reynolds Group Holdings Inc.
Term Loan, 4.75%, Maturing September 20, 2018			53,475		53,772,321
Sealed Air Corporation
Term Loan, 5.50%, Maturing October 3, 2018	EUR		978		1,272,529
TricorBraun, Inc.
Term Loan, 5.50%, Maturing May 3, 2018			7,091		7,144,075

				$	118,793,857


Cosmetics / Toiletries — 0.5%
Bausch & Lomb, Inc.
Term Loan, 5.25%, Maturing May 17, 2019			35,062	$	35,500,402
Huish Detergents, Inc.
Term Loan, 2.22%, Maturing April 25, 2014			1,944		1,860,987
Prestige Brands, Inc.
Term Loan, 5.28%, Maturing January 31, 2019			4,889		4,951,054

				$	42,312,443


Drugs — 0.8%
Aptalis Pharma, Inc.
Term Loan, 5.50%, Maturing February 10, 2017			3,982	$	3,999,917
Term Loan, 5.50%, Maturing February 10, 2017			20,762		20,866,071
Par Pharmaceutical Companies, Inc.
Term Loan, 5.00%, Maturing September 30, 2019			12,925		12,919,235
Warner Chilcott Company, LLC
Term Loan, 3.75%, Maturing March 17, 2016			278		279,940
Term Loan, 4.25%, Maturing March 15, 2018			6,647		6,680,116
Warner Chilcott Corporation
Term Loan, 4.25%, Maturing March 15, 2018			5,048		5,073,667
Term Loan, 4.25%, Maturing March 15, 2018			13,294		13,360,232
WC Luxco S.a.r.l.
Term Loan, 4.25%, Maturing March 15, 2018			9,139		9,185,160

				$	72,364,338


Ecological Services and Equipment — 0.3%
ADS Waste Holdings
Term Loan, 5.25%, Maturing September 11, 2019			21,450	$	21,675,675
Envirotest Systems Holding Corp.
Term Loan - Second Lien, 15.50%, Maturing March 31, 2017⁽⁶⁾			93		95,365
Progressive Waste Solutions Ltd.
Term Loan, Maturing October 11, 2019⁽³⁾			5,875		5,930,078


Borrower/Tranche Description	Principal Amount* (000’s omitted)	Value


Ecological Services and Equipment (continued)
Safety Kleen (SK Holdings)
Term Loan, 5.00%, Maturing February 17, 2017	2,479	$	2,477,102

		$	30,178,220
		��

Electronics / Electrical — 5.9%
Aeroflex Incorporated
Term Loan, 5.75%, Maturing May 9, 2018	11,848	$	11,889,011
Aspect Software, Inc.
Term Loan, 6.25%, Maturing May 6, 2016	26,499		26,134,550
Attachmate Corporation
Term Loan, 7.25%, Maturing November 22, 2017	34,491		34,887,583
Cinedigm Digital Funding I, LLC
Term Loan, 5.25%, Maturing April 29, 2016	6,711		6,777,995
CommScope, Inc.
Term Loan, 4.25%, Maturing January 12, 2018	34,140		34,438,926
CompuCom Systems, Inc.
Term Loan, 6.50%, Maturing October 2, 2018	14,700		14,727,562
CPI International Inc.
Term Loan, 5.00%, Maturing February 13, 2017	10,341		10,340,812
Dealer Computer Services, Inc.
Term Loan, 3.75%, Maturing April 20, 2018	13,101		13,193,395
DG FastChannel, Inc.
Term Loan, 5.75%, Maturing July 26, 2018	17,598		16,981,800
Eagle Parent, Inc.
Term Loan, 5.00%, Maturing May 16, 2018	33,502		33,745,319
Edwards (Cayman Islands II) Limited
Term Loan, 5.50%, Maturing May 31, 2016	7,294		7,325,533
Term Loan, 5.50%, Maturing May 31, 2016	14,352		14,415,137
Freescale Semiconductor, Inc.
Term Loan, 4.46%, Maturing December 1, 2016	40,483		39,673,675
Hyland Software, Inc.
Term Loan, Maturing October 29, 2019⁽³⁾	3,900		3,906,501
InfoGroup Inc.
Term Loan, 5.75%, Maturing May 25, 2018	9,642		8,629,509
Lawson Software Inc.
Term Loan, 5.75%, Maturing October 18, 2016	1,850		1,878,135
Magic Newco LLC
Term Loan, 7.25%, Maturing December 12, 2018	8,300		8,336,313
Microsemi Corporation
Term Loan, 4.00%, Maturing February 2, 2018	18,591		18,742,087
NeuStar, Inc.
Term Loan, 5.00%, Maturing November 8, 2018	11,583		11,713,309


		26		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Electronics / Electrical (continued)
Nxp B.V.
Term Loan, 4.50%, Maturing March 3, 2017		16,007	$	16,260,225
Term Loan, 5.50%, Maturing March 3, 2017		17,251		17,646,085
Term Loan, 5.25%, Maturing March 19, 2019		19,154		19,457,011
Open Solutions, Inc.
Term Loan, 2.44%, Maturing January 23, 2014		11,157		10,790,224
Rovi Solutions Corporation
Term Loan, 4.00%, Maturing March 29, 2019		9,577		9,409,280
SafeNet Inc.
Term Loan, 2.71%, Maturing April 12, 2014		10,189		10,163,082
Semtech Corporation
Term Loan, 4.25%, Maturing March 20, 2017		2,811		2,835,470
Sensata Technologies Finance Company, LLC
Term Loan, 4.00%, Maturing May 11, 2018		36,508		36,690,333
Serena Software, Inc.
Term Loan, 4.22%, Maturing March 10, 2016		3,010		2,987,366
Term Loan, 5.00%, Maturing March 10, 2016		3,975		3,989,906
Shield Finance Co. S.A.R.L.
Term Loan, 6.50%, Maturing May 10, 2019		11,721		11,793,879
SkillSoft Corporation
Term Loan, 5.00%, Maturing May 26, 2017		8,508		8,603,726
Sophia, L.P.
Term Loan, 6.25%, Maturing July 19, 2018		16,089		16,337,209
Spansion LLC
Term Loan, 4.75%, Maturing February 9, 2015		8,066		8,156,694
VeriFone Inc.
Term Loan, 4.25%, Maturing December 28, 2018		4,396		4,398,385
Vertafore, Inc.
Term Loan, 5.25%, Maturing July 29, 2016		13,936		13,993,806
Wall Street Systems, Inc.
Term Loan, Maturing October 24, 2019⁽³⁾		18,425		18,194,687
Web.com Group, Inc.
Term Loan, 7.00%, Maturing October 27, 2017		24,844		24,875,493

			$	554,320,013


Equipment Leasing — 0.7%
BakerCorp International, Inc.
Term Loan, 5.00%, Maturing June 1, 2018		9,890	$	9,941,459
Delos Aircraft Inc.
Term Loan, 4.75%, Maturing April 12, 2016		15,050		15,294,563
Flying Fortress Inc.
Term Loan, 5.00%, Maturing June 30, 2017		40,325		41,030,687

			$	66,266,709


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Financial Intermediaries — 3.2%
American Capital Holdings, Inc.
Term Loan, 5.50%, Maturing August 22, 2016		8,925	$	8,991,938
Asset Acceptance Capital Corp.
Term Loan, 8.75%, Maturing November 14, 2017		10,238		10,340,211
CB Richard Ellis Services, Inc.
Term Loan, 3.46%, Maturing March 5, 2018		7,935		7,955,106
Term Loan, 3.71%, Maturing September 4, 2019		547		548,018
Citco III Limited
Term Loan, 5.50%, Maturing June 29, 2018		22,308		22,516,684
First Data Corporation
Term Loan, 2.96%, Maturing September 24, 2014		754		754,755
Term Loan, 2.96%, Maturing September 24, 2014		817		818,041
Term Loan, 2.96%, Maturing September 24, 2014		879		880,744
Term Loan, 4.21%, Maturing March 23, 2018		15,843		15,193,968
Term Loan, 5.21%, Maturing September 24, 2018		13,325		13,094,584
Grosvenor Capital Management Holdings, LLP
Term Loan, 4.25%, Maturing December 5, 2016		8,583		8,443,056
Hamilton Lane Advisors, LLC
Term Loan, 6.50%, Maturing February 23, 2018		5,655		5,655,000
Harbourvest Partners, LLC
Term Loan, 6.25%, Maturing December 16, 2016		7,941		7,960,390
iPayment, Inc.
Term Loan, 5.75%, Maturing May 8, 2017		20,570		20,531,748
LPL Holdings, Inc.
Term Loan, 2.71%, Maturing March 29, 2017		4,339		4,289,939
Term Loan, 4.00%, Maturing March 29, 2019		33,283		33,469,965
Mercury Payment Systems Canada, LLC
Term Loan, 5.50%, Maturing July 3, 2017		12,714		12,841,203
MIP Delaware, LLC
Term Loan, 5.50%, Maturing July 12, 2018		6,172		6,233,299
Nuveen Investments, Inc.
Term Loan, 5.85%, Maturing May 12, 2017		35,459		35,503,306
Term Loan, 5.84%, Maturing May 13, 2017		28,556		28,627,376
Term Loan, 7.25%, Maturing May 13, 2017		6,250		6,275,000
Oz Management LP
Term Loan, 1.71%, Maturing November 15, 2016		15,645		14,006,531
RJO Holdings Corp.
Term Loan, 6.22%, Maturing December 10, 2015⁽⁶⁾		63		51,347
Term Loan, 6.97%, Maturing December 10, 2015⁽⁶⁾		1,980		1,526,487
RPI Finance Trust
Term Loan, 3.50%, Maturing May 9, 2018		29,430		29,564,410
Vantiv, LLC
Term Loan, 3.75%, Maturing March 27, 2019		5,458		5,475,343

			$	301,548,449


		27		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Food Products — 3.6%
AdvancePierre Foods, Inc.
Term Loan, 5.75%, Maturing July 10, 2017			14,250	$	14,386,558
American Seafoods Group LLC
Term Loan, 4.25%, Maturing March 16, 2018			10,093		10,005,033
BL Marketing Limited (Weetabix)
Term Loan, 7.36%, Maturing June 30, 2017	GBP		2,500		4,025,969
Blue Buffalo Company, Ltd.
Term Loan, 6.50%, Maturing August 8, 2019			12,500		12,593,750
Clearwater Seafoods Limited Partnership
Term Loan, 6.75%, Maturing June 6, 2018			11,322		11,364,081
Del Monte Foods Company
Term Loan, 4.50%, Maturing March 8, 2018			86,824		86,824,333
Dole Food Company Inc.
Term Loan, 5.04%, Maturing July 6, 2018			13,039		13,094,392
High Liner Foods Incorporated
Term Loan, 7.00%, Maturing December 19, 2017			9,602		9,656,451
JBS USA Holdings Inc.
Term Loan, 4.25%, Maturing May 25, 2018			29,149		29,148,618
Michael Foods Group, Inc.
Term Loan, 4.25%, Maturing February 23, 2018			20,557		20,672,295
NBTY, Inc.
Term Loan, 4.25%, Maturing October 2, 2017			58,920		59,299,369
Pinnacle Foods Finance LLC
Term Loan, 4.75%, Maturing October 17, 2018			3,358		3,379,113
Term Loan, 4.75%, Maturing October 17, 2018			25,337		25,442,077
Solvest Ltd.
Term Loan, 5.02%, Maturing July 6, 2018			23,332		23,432,106
United Biscuits (UK) Limited
Term Loan - Second Lien, 4.51%, Maturing June 15, 2016	GBP		1,500		2,360,108
Windsor Quality Food Company Ltd.
Term Loan, 5.00%, Maturing February 16, 2017			15,970		15,970,123

				$	341,654,376


Food Service — 3.6%
Aramark Corporation
Term Loan, 3.40%, Maturing July 26, 2016			3,177	$	3,184,715
Term Loan, 3.46%, Maturing July 26, 2016			40,817		40,934,190
Term Loan, 3.46%, Maturing July 26, 2016			4,574		4,586,929
Term Loan, 3.57%, Maturing July 26, 2016			18,087		18,129,576
Term Loan, 3.61%, Maturing July 26, 2016			950		945,250
Brasa Holdings, Inc.
Term Loan, 7.50%, Maturing July 19, 2019			4,825		4,873,250


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Food Service (continued)
Buffets, Inc.
Term Loan, 0.24%, Maturing April 22, 2015⁽⁶⁾			998	$	997,989
Term Loan, 10.50%, Maturing July 18, 2017			3,456		3,559,938
Term Loan, 2.00%, Maturing July 19, 2017⁽²⁾			1,500		1,545,000
Burger King Corporation
Term Loan, 3.75%, Maturing September 27, 2019			25,250		25,384,153
Centerplate, Inc.
Term Loan, 5.75%, Maturing October 15, 2018			4,125		4,155,938
DineEquity, Inc.
Term Loan, 4.25%, Maturing October 19, 2017			15,786		15,918,783
Dunkin’ Brands, Inc.
Term Loan, 4.00%, Maturing November 23, 2017			47,982		48,199,885
Landry’s, Inc.
Term Loan, 6.50%, Maturing April 24, 2018			18,174		18,397,161
NPC International, Inc.
Term Loan, 5.25%, Maturing December 28, 2018			7,836		7,972,748
OSI Restaurant Partners, LLC
Term Loan, 4.75%, Maturing October 24, 2019			30,125		30,253,031
P.F. Chang’s China Bistro Inc.
Term Loan, 6.25%, Maturing July 2, 2019			4,450		4,507,481
Sagittarius Restaurants, LLC
Term Loan, 7.51%, Maturing May 18, 2015			6,728		6,744,319
SSP Financing Limited
Term Loan, 2.40%, Maturing December 17, 2016			4,774		4,422,287
US Foods, Inc.
Term Loan, 2.71%, Maturing July 3, 2014			8,928		8,842,201
Term Loan, 5.75%, Maturing March 31, 2017			41,350		40,833,493
Weight Watchers International, Inc.
Term Loan, 4.00%, Maturing March 15, 2019			15,298		15,347,844
Wendy’s International, Inc.
Term Loan, 4.75%, Maturing May 15, 2019			26,100		26,374,598

				$	336,110,759


Food / Drug Retailers — 3.0%
Alliance Boots Holdings Limited
Term Loan, 3.08%, Maturing July 9, 2015	EUR		17,497	$	22,192,928
Term Loan, 3.49%, Maturing July 9, 2015	GBP		43,250		67,663,890
General Nutrition Centers, Inc.
Term Loan, 3.75%, Maturing March 2, 2018			69,313		69,495,427
Iceland Foods Group Limited
Term Loan, 5.11%, Maturing April 12, 2019	EUR		7,950		10,426,752
Pantry, Inc. (The)
Term Loan, 5.75%, Maturing August 2, 2019			4,700		4,737,210


		28		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Food / Drug Retailers (continued)
Rite Aid Corporation
Term Loan, 1.97%, Maturing June 4, 2014			63,142	$	62,699,724
Term Loan, 4.50%, Maturing March 2, 2018			36,377		36,308,535
Sprouts Farmers Markets Holdings, LLC
Term Loan, 6.00%, Maturing April 18, 2018			9,451		9,545,826

				$	283,070,292


Health Care — 12.3%
Alere, Inc.
Term Loan, 4.75%, Maturing June 30, 2017			5,497	$	5,545,477
Term Loan, 4.75%, Maturing June 30, 2017			6,848		6,902,824
Term Loan, 4.75%, Maturing June 30, 2017			27,631		27,851,066
Alkermes, Inc.
Term Loan, 4.50%, Maturing September 18, 2019			7,025		7,077,688
Alliance Healthcare Services, Inc.
Term Loan, 7.25%, Maturing June 1, 2016			14,172		13,959,322
Ardent Medical Services, Inc.
Term Loan, 6.50%, Maturing September 15, 2015			21,322		21,375,438
AssuraMed
Term Loan, Maturing October 23, 2019⁽³⁾			9,425		9,479,976
Aveta, Inc.
Term Loan, 8.50%, Maturing April 4, 2017			5,799		5,802,687
Term Loan, 8.50%, Maturing April 4, 2017			5,799		5,802,687
Term Loan, Maturing October 9, 2017⁽³⁾			7,975		7,935,125
Term Loan, Maturing October 26, 2017⁽³⁾			5,800		5,771,000
Biomet Inc.
Term Loan, 3.96%, Maturing July 25, 2017			43,696		44,014,249
BSN Medical Acquisition Holding GmbH
Term Loan, 5.25%, Maturing August 28, 2019	EUR		2,000		2,610,932
Catalent Pharma Solutions Inc.
Term Loan, 4.21%, Maturing September 15, 2016			13,093		13,158,273
Term Loan, 5.25%, Maturing September 15, 2017			13,464		13,606,644
Community Health Systems, Inc.
Term Loan, 3.92%, Maturing January 25, 2017			64,848		65,213,060
Convatec Inc.
Term Loan, 5.00%, Maturing December 22, 2016			18,508		18,646,894
CRC Health Corporation
Term Loan, 4.86%, Maturing November 16, 2015			29,501		28,726,897
DaVita, Inc.
Term Loan, 4.50%, Maturing October 20, 2016			10,569		10,645,358
Term Loan, Maturing September 2, 2019⁽³⁾			18,800		18,878,340
DJO Finance LLC
Term Loan, 5.21%, Maturing November 1, 2016			13,026		13,075,293
Term Loan, 6.25%, Maturing September 15, 2017			8,507		8,558,294


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Health Care (continued)
Drumm Investors LLC
Term Loan, 5.00%, Maturing May 4, 2018		30,403	$	29,357,705
Emdeon, Inc.
Term Loan, 5.00%, Maturing November 2, 2018		9,878		9,994,258
Emergency Medical Services Corporation
Term Loan, 5.25%, Maturing May 25, 2018		23,200		23,438,114
Fenwal, Inc.
Term Loan, 2.67%, Maturing February 28, 2014		477		476,581
Term Loan, 2.67%, Maturing February 28, 2014		2,782		2,779,034
Grifols Inc.
Term Loan, 4.50%, Maturing June 1, 2017		39,619		40,094,518
Hanger Orthopedic Group, Inc.
Term Loan, 4.01%, Maturing December 1, 2016		19,711		19,810,025
HCA, Inc.
Term Loan, 3.61%, Maturing March 31, 2017		51,019		51,168,893
Term Loan, 3.46%, Maturing May 1, 2018		38,600		38,693,388
Health Management Associates, Inc.
Term Loan, 4.50%, Maturing November 16, 2018		36,127		36,498,205
Hologic Inc.
Term Loan, 4.50%, Maturing August 1, 2019		21,197		21,464,040
Iasis Healthcare LLC
Term Loan, 5.00%, Maturing May 3, 2018		15,027		15,092,266
inVentiv Health, Inc.
Term Loan, 6.50%, Maturing August 4, 2016		35,318		34,538,334
Term Loan, 6.75%, Maturing May 15, 2018		16,723		16,305,327
Kindred Healthcare, Inc.
Term Loan, 5.25%, Maturing June 1, 2018		14,607		14,433,871
Term Loan, 6.00%, Maturing June 1, 2018		8,600		8,497,806
Kinetic Concepts, Inc.
Term Loan, 7.00%, Maturing May 4, 2018		53,595		54,398,925
LHP Hospital Group, Inc.
Term Loan, 9.00%, Maturing July 3, 2018		5,885		5,944,103
MedAssets, Inc.
Term Loan, 5.25%, Maturing November 16, 2016		19,553		19,772,777
Medpace, Inc.
Term Loan, 6.50%, Maturing June 16, 2017		10,745		10,369,003
Multiplan, Inc.
Term Loan, 4.75%, Maturing August 26, 2017		55,565		55,889,091
MX USA, Inc.
Term Loan, 6.50%, Maturing April 28, 2017		3,756		3,737,344
One Call Medical, Inc.
Term Loan, 7.00%, Maturing August 16, 2019		9,525		9,572,625
Onex Carestream Finance LP
Term Loan, 5.00%, Maturing February 25, 2017		20,341		20,164,647


		29		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Health Care (continued)
Pharmaceutical Product Development, Inc.
Term Loan, 6.25%, Maturing December 5, 2018			27,732	$	28,104,511
Physiotherapy Associates Holdings, Inc.
Term Loan, 6.01%, Maturing April 30, 2018			3,616		3,624,977
Radnet Management, Inc.
Term Loan, 5.51%, Maturing September 30, 2018			20,043		20,089,064
Select Medical Corporation
Term Loan, 5.50%, Maturing June 1, 2018			33,488		33,781,337
Sheridan Holdings, Inc.
Term Loan, 6.00%, Maturing June 29, 2018			6,135		6,192,137
Sunrise Medical Holdings B.V.
Term Loan, 7.25%, Maturing May 13, 2014	EUR		1,940		2,479,333
TriZetto Group, Inc. (The)
Term Loan, 4.75%, Maturing May 2, 2018			19,671		19,618,455
Truven Health Analytics Inc.
Term Loan, 5.75%, Maturing June 1, 2019			18,300		18,357,187
Universal Health Services, Inc.
Term Loan, 3.75%, Maturing November 15, 2016			4,166		4,187,110
Valeant Pharmaceuticals International, Inc.
Term Loan, 4.25%, Maturing February 13, 2019			13,170		13,241,932
Term Loan, Maturing September 27, 2019⁽³⁾			33,675		33,860,212
Vanguard Health Holding Company II, LLC
Term Loan, 5.00%, Maturing January 29, 2016			24,510		24,690,817
VWR Funding, Inc.
Term Loan, 2.71%, Maturing June 30, 2014			27,722		27,768,495
Term Loan, 4.46%, Maturing April 3, 2017			25,727		25,872,154

				$	1,158,996,125


Home Furnishings — 0.4%
Hunter Fan Company
Term Loan, 2.83%, Maturing April 16, 2014			2,471	$	2,359,956
Oreck Corporation
Term Loan - Second Lien, 3.88%, Maturing March 19, 2016⁽⁶⁾			797		720,753
Serta Simmons Holdings, LLC
Term Loan, 5.00%, Maturing September 19, 2019			27,850		27,879,020
Sofia III S.a.r.l.
Term Loan, 2.61%, Maturing June 24, 2016	EUR		3,348		3,926,977

				$	34,886,706


Industrial Equipment — 1.4%
Colfax Corporation
Term Loan, 4.50%, Maturing January 11, 2019			14,936	$	15,102,581


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Industrial Equipment (continued)
Excelitas Technologies Corp.
Term Loan, 5.00%, Maturing November 23, 2016			2,895	$	2,888,004
Generac Power Systems, Inc.
Term Loan, 6.25%, Maturing February 8, 2019			16,484		16,875,175
Grede LLC
Term Loan, 7.00%, Maturing April 3, 2017			9,482		9,505,204
Husky Injection Molding Systems Ltd.
Term Loan, 5.75%, Maturing June 29, 2018			10,985		11,147,951
Kinetek Acquisitions Corporation
Term Loan, 4.50%, Maturing November 11, 2013			275		274,380
Term Loan, 4.50%, Maturing November 11, 2013			2,712		2,705,283
Kion Group GMBH
Term Loan, 3.36%, Maturing December 23, 2014⁽⁵⁾	EUR		1,058		1,347,351
Term Loan, 3.46%, Maturing December 23, 2014⁽⁵⁾			18,260		17,942,991
Term Loan, 3.96%, Maturing December 23, 2015⁽⁵⁾			18,260		17,942,991
Term Loan, 3.86%, Maturing December 29, 2015⁽⁵⁾	EUR		1,012		1,289,052
Manitowoc Company, Inc. (The)
Term Loan, 4.25%, Maturing November 13, 2017			5,236		5,274,766
Tank Holding Corp.
Term Loan, 5.50%, Maturing July 9, 2019			10,513		10,584,894
Terex Corporation
Term Loan, 5.00%, Maturing April 28, 2017	EUR		9,900		12,912,078
Unifrax Corporation
Term Loan, 6.50%, Maturing November 28, 2018			6,779		6,855,740

				$	132,648,441


Insurance — 2.4%
Alliant Holdings I, Inc.
Term Loan, 3.36%, Maturing August 21, 2014			22,790	$	22,761,848
Term Loan, 6.75%, Maturing August 21, 2014			3,816		3,853,697
AmWINS Group, Inc.
Term Loan, 5.75%, Maturing June 6, 2019			3,990		4,004,963
Applied Systems, Inc.
Term Loan, 5.50%, Maturing December 8, 2016			7,490		7,514,707
Asurion LLC
Term Loan, 5.50%, Maturing May 24, 2018			87,497		88,230,131
Term Loan - Second Lien, 9.00%, Maturing May 24, 2019			5,573		5,774,119
CCC Information Services, Inc.
Term Loan, 5.75%, Maturing November 11, 2015			12,125		12,190,262
CNO Financial Group, Inc.
Term Loan, 5.00%, Maturing September 20, 2018			13,650		13,752,375
Cunningham Lindsey Group, Inc.
Term Loan, Maturing October 29, 2019⁽³⁾			14,350		14,376,906


		30		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Insurance (continued)
Hub International Limited
Term Loan, 4.71%, Maturing June 13, 2017		16,992	$	17,130,417
Term Loan, 6.75%, Maturing December 13, 2017		3,420		3,462,437
Sedgwick CMS Holdings, Inc.
Term Loan, 5.00%, Maturing December 30, 2016		7,845		7,854,529
USI Holdings Corporation
Term Loan, 2.72%, Maturing May 5, 2014		22,231		22,245,033
Term Loan, 7.00%, Maturing May 5, 2014		3,880		3,899,400

			$	227,050,824


Leisure Goods / Activities / Movies — 3.5%
Alpha D2 Limited
Term Loan, 6.00%, Maturing April 29, 2019		23,432	$	23,666,572
AMC Entertainment, Inc.
Term Loan, 4.25%, Maturing December 15, 2016		26,605		26,787,638
Term Loan, 4.75%, Maturing February 22, 2018		11,687		11,789,951
AMC Networks Inc.
Term Loan, 4.00%, Maturing December 31, 2018		13,729		13,840,355
Bombardier Recreational Products, Inc.
Term Loan, 4.46%, Maturing June 28, 2016		34,422		34,648,391
Cedar Fair, L.P.
Term Loan, 4.00%, Maturing December 15, 2017		25,611		25,819,245
Cinemark USA, Inc.
Term Loan, 3.47%, Maturing April 29, 2016		3,069		3,093,330
Clubcorp Club Operations, Inc.
Term Loan, 6.00%, Maturing November 30, 2016		10,857		10,945,699
Fender Musical Instruments Corporation
Term Loan, 2.47%, Maturing June 9, 2014		1,060		1,059,583
Term Loan, 2.47%, Maturing June 9, 2014		3,694		3,693,628
Kasima, LLC
Term Loan, 4.12%, Maturing March 10, 2015		15,000		15,056,250
Term Loan, 5.00%, Maturing March 31, 2017		11,847		11,891,737
Live Nation Entertainment, Inc.
Term Loan, 4.50%, Maturing November 7, 2016		38,206		38,460,193
Merlin Entertainment Group Luxembourg 2 S.a.r.l.
Term Loan, 4.46%, Maturing July 21, 2017		13,045		13,077,747
Regal Cinemas, Inc.
Term Loan, 3.24%, Maturing August 23, 2017		5,803		5,829,069
Revolution Studios Distribution Company, LLC
Term Loan, 3.97%, Maturing December 21, 2014⁽⁶⁾		4,214		3,444,956
SeaWorld Parks & Entertainment, Inc.
Term Loan, 2.93%, Maturing February 17, 2016		5,885		5,881,556
Term Loan, 4.00%, Maturing August 17, 2017		21,641		21,796,407


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Leisure Goods / Activities / Movies (continued)
Six Flags Theme Parks, Inc.
Term Loan, 4.25%, Maturing December 20, 2018			29,800	$	30,032,678
Town Sports International Inc.
Term Loan, 5.75%, Maturing May 11, 2018			11,061		11,195,695
Warner Music Group Corp.
Term Loan, Maturing October 25, 2018⁽³⁾			6,125		6,155,625
Zuffa LLC
Term Loan, 2.25%, Maturing June 19, 2015			10,751		10,598,960
Term Loan, 7.50%, Maturing June 19, 2015			1,990		2,004,765

				$	330,770,030


Lodging and Casinos — 1.6%
Affinity Gaming, LLC
Term Loan, 5.50%, Maturing November 9, 2017			5,075	$	5,144,274
Ameristar Casinos, Inc.
Term Loan, 4.00%, Maturing April 16, 2018			5,503		5,543,302
Caesars Entertainment Operating Company
Term Loan, 9.50%, Maturing October 31, 2016			9,725		9,997,845
Term Loan, 5.46%, Maturing January 26, 2018			49,603		44,677,001
Gala Group LTD
Term Loan, 5.51%, Maturing May 30, 2018	GBP		27,445		41,653,474
Isle of Capri Casinos, Inc.
Term Loan, 4.75%, Maturing March 24, 2017			6,415		6,478,929
Las Vegas Sands LLC
Term Loan, 2.72%, Maturing November 23, 2016			3,253		3,252,658
Term Loan, 2.72%, Maturing November 23, 2016			3,626		3,626,103
LodgeNet Entertainment Corporation
Term Loan, 8.50%, Maturing April 4, 2014			6,104		4,755,829
Penn National Gaming, Inc.
Term Loan, Maturing July 16, 2018⁽³⁾			3,900		3,923,158
Pinnacle Entertainment, Inc.
Term Loan, 4.00%, Maturing March 19, 2019			9,257		9,314,396
Quidnax AB
Term Loan, 2.29%, Maturing April 27, 2015	EUR		4,725		5,613,436
Term Loan, 2.79%, Maturing June 30, 2016	EUR		4,725		5,613,436

				$	149,593,841


Nonferrous Metals / Minerals — 1.4%
Arch Coal Inc.
Term Loan, 5.75%, Maturing May 16, 2018			28,653	$	28,919,748
Fairmount Minerals LTD
Term Loan, 5.25%, Maturing March 15, 2017			34,301		34,353,144
Noranda Aluminum Acquisition Corporation
Term Loan, 5.75%, Maturing February 24, 2019			11,990		12,117,141


		31		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Nonferrous Metals / Minerals (continued)
Novelis, Inc.
Term Loan, 4.00%, Maturing March 10, 2017		7,920	$	7,928,221
Term Loan, 4.00%, Maturing March 10, 2017		15,506		15,521,957
Oxbow Carbon and Mineral Holdings LLC
Term Loan, 3.71%, Maturing May 8, 2016		14,897		14,952,914
United Distribution Group, Inc.
Term Loan, 7.50%, Maturing October 9, 2018		13,150		12,689,750
Term Loan - Second Lien, 12.50%, Maturing April 12, 2019		2,000		1,910,000

			$	128,392,875


Oil and Gas — 3.0%
Buffalo Gulf Coast Terminals LLC
Term Loan, 7.50%, Maturing October 31, 2017		6,806	$	6,942,375
Citgo Petroleum Corporation
Term Loan, 8.00%, Maturing June 24, 2015		2,244		2,262,340
Term Loan, 9.00%, Maturing June 23, 2017		22,740		23,180,668
Crestwood Holdings LLC
Term Loan, 9.75%, Maturing March 26, 2018		12,884		13,077,723
Energy Transfer Equity, L.P.
Term Loan, 3.75%, Maturing March 24, 2017		31,825		31,853,738
Frac Tech International LLC
Term Loan, 8.50%, Maturing May 6, 2016		16,965		15,325,259
Gibson Energy ULC
Term Loan, 4.75%, Maturing June 15, 2018		24,436		24,726,574
MEG Energy Corp.
Term Loan, 4.00%, Maturing March 16, 2018		20,825		20,948,232
Obsidian Natural Gas Trust
Term Loan, 7.00%, Maturing November 2, 2015		29,252		29,398,477
Plains Exploration & Production
Term Loan, Maturing September 13, 2019⁽³⁾		27,575		27,735,045
Samson Investment Company
Term Loan - Second Lien, 6.00%, Maturing September 13, 2018		9,200		9,296,315
Sheridan Production Partners I, LLC
Term Loan, 5.00%, Maturing September 14, 2019		22,127		22,161,495
Term Loan, 5.00%, Maturing September 25, 2019		1,791		1,793,679
Term Loan, 5.00%, Maturing September 25, 2019		2,932		2,936,578
Tallgrass Energy Partners, LP
Term Loan, Maturing October 25, 2018⁽³⁾		24,300		24,345,562
Tervita Corporation
Term Loan, 3.21%, Maturing November 14, 2014		3,045		2,999,056
Term Loan, 3.21%, Maturing November 14, 2014		17,305		17,042,277
Term Loan, 6.50%, Maturing November 14, 2014		6,476		6,486,858

			$	282,512,251


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Publishing — 3.6%
Ascend Learning, Inc.
Term Loan, 5.75%, Maturing May 23, 2017			21,939	$	22,010,481
Aster Zweite Beteiligungs GmbH
Term Loan, 5.98%, Maturing December 31, 2013			19		18,064
Term Loan, 5.98%, Maturing December 31, 2013			33		32,247
Term Loan, 5.95%, Maturing December 31, 2014	EUR		719		910,659
Term Loan, 5.95%, Maturing December 31, 2014	EUR		1,235		1,565,359
Term Loan, 5.95%, Maturing December 31, 2014	EUR		2,435		3,085,301
Term Loan, 5.97%, Maturing December 31, 2014			959		935,678
Term Loan, 5.97%, Maturing December 31, 2014			2,491		2,430,930
Term Loan, 5.97%, Maturing December 31, 2014			7,273		7,096,865
Term Loan, 5.97%, Maturing December 31, 2014			9,809		9,571,514
Term Loan, 5.97%, Maturing December 31, 2014			13,060		12,744,842
Black Press US Partnership
Term Loan, 2.42%, Maturing August 2, 2013			784		768,802
Term Loan, 2.42%, Maturing August 2, 2013			1,292		1,266,263
Cengage Learning Acquisitions, Inc.
Term Loan, 2.47%, Maturing July 3, 2014			23,816		22,774,080
GateHouse Media Operating, Inc.
Term Loan, 2.22%, Maturing August 28, 2014			4,830		1,667,577
Term Loan, 2.22%, Maturing August 28, 2014			15,390		5,313,388
Term Loan, 2.47%, Maturing August 28, 2014			9,186		3,171,624
Getty Images, Inc.
Term Loan, 4.75%, Maturing September 13, 2019			53,600		53,894,800
Instant Web, Inc.
Term Loan, 3.59%, Maturing August 7, 2014			1,614		1,259,149
Term Loan, 3.59%, Maturing August 7, 2014			15,486		12,078,947
Interactive Data Corporation
Term Loan, 4.50%, Maturing February 12, 2018			34,219		34,480,043
Laureate Education, Inc.
Term Loan, 5.25%, Maturing June 18, 2018			65,723		65,559,069
MediaNews Group
Term Loan, 8.50%, Maturing March 19, 2014			1,206		1,176,167
Merrill Communications, LLC
Term Loan, 9.75%, Maturing December 24, 2012			11,854		11,824,604
Nelson Education Ltd.
Term Loan, 2.86%, Maturing July 3, 2014			277		235,032
Newspaper Holdings Inc.
Term Loan, 1.88%, Maturing July 24, 2014			17,191		15,954,544
Nielsen Finance LLC
Term Loan, 3.47%, Maturing May 2, 2016			35,225		35,438,626
Term Loan, 3.97%, Maturing May 2, 2016			3,714		3,737,206
Source Interlink Companies, Inc.
Term Loan, 10.75%, Maturing December 19, 2012			1,627		1,631,890
Term Loan, 15.00%, Maturing March 18, 2014⁽⁵⁾⁽⁶⁾			1,868		797,068


		32		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Publishing (continued)
Source Interlink Companies, Inc. (continued)
Term Loan - Second Lien, 10.75%, Maturing June 18, 2013			3,981	$	3,503,371
Springer Science+Business Media S.A.
Term Loan, 4.11%, Maturing July 21, 2016	EUR		4,234		5,493,807
Star Tribune Company (The)
Term Loan, 8.00%, Maturing September 28, 2014			631		598,989
Term Loan, 8.00%, Maturing September 29, 2014			841		798,652

				$	343,825,638


Radio and Television — 2.8%
Clear Channel Communications, Inc.
Term Loan, 3.86%, Maturing January 29, 2016			17,415	$	14,468,130
Cumulus Media Holdings Inc.
Term Loan, 5.75%, Maturing September 17, 2018			51,910		52,290,039
Entercom Radio, LLC
Term Loan, 6.25%, Maturing November 23, 2018			6,255		6,298,785
Foxco Acquisition Sub, LLC
Term Loan, 5.50%, Maturing July 31, 2017			14,625		14,844,722
Gray Television, Inc.
Term Loan, 4.51%, Maturing October 15, 2019⁽²⁾			9,725		9,785,781
Hubbard Radio, LLC
Term Loan, 5.25%, Maturing April 28, 2017			4,680		4,715,150
LIN Television Corp.
Term Loan, 5.00%, Maturing December 21, 2018			6,923		7,004,894
Local TV Finance, LLC
Term Loan, 4.22%, Maturing May 7, 2015			14,108		14,178,662
Mission Broadcasting, Inc.
Term Loan, 5.00%, Maturing September 30, 2016			3,726		3,735,791
Nexstar Broadcasting, Inc.
Term Loan, 5.00%, Maturing September 30, 2016			10,754		10,780,465
Radio One, Inc.
Term Loan, 7.50%, Maturing March 31, 2016			9,806		9,879,359
Raycom TV Broadcasting, Inc.
Term Loan, 4.25%, Maturing May 31, 2017			12,517		12,453,980
Sinclair Television Group Inc.
Term Loan, 4.00%, Maturing October 28, 2016			8,719		8,780,595
Tyrol Acquisitions 2 SAS
Term Loan, 4.11%, Maturing January 29, 2016⁽⁵⁾	EUR		5,051		5,943,467
Term Loan, 4.11%, Maturing January 29, 2016	EUR		10,658		12,541,765
Term Loan, 4.11%, Maturing January 29, 2016	EUR		10,658		12,541,765
Univision Communications Inc.
Term Loan, 2.21%, Maturing September 29, 2014			6,249		6,238,482
Term Loan, 4.46%, Maturing March 31, 2017			46,397		45,527,208


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Radio and Television (continued)
Weather Channel
Term Loan, 4.25%, Maturing February 13, 2017			15,662	$	15,792,118

				$	267,801,158


Retailers (Except Food and Drug) — 3.6%
99 Cents Only Stores
Term Loan, 5.25%, Maturing January 11, 2019			12,011	$	12,169,919
David’s Bridal, Inc.
Term Loan, 5.00%, Maturing October 2, 2019			7,400		7,397,691
Evergreen Acqco 1 LP
Term Loan, 5.00%, Maturing July 9, 2019			7,157		7,189,863
FTD, Inc.
Term Loan, 4.75%, Maturing June 11, 2018			16,341		16,442,488
Harbor Freight Tools USA, Inc.
Term Loan, 5.50%, Maturing November 14, 2017			9,701		9,809,820
J Crew Group, Inc.
Term Loan, 4.75%, Maturing March 7, 2018			40,453		40,543,501
Jo-Ann Stores, Inc.
Term Loan, 4.75%, Maturing March 16, 2018			22,742		22,778,472
Michaels Stores, Inc.
Term Loan, 4.91%, Maturing July 29, 2016			4,629		4,677,978
Term Loan, 4.91%, Maturing July 29, 2016			21,592		21,821,718
National Vision, Inc.
Term Loan, 7.00%, Maturing August 2, 2018			8,554		8,681,866
Neiman Marcus Group, Inc. (The)
Term Loan, 4.75%, Maturing May 16, 2018			41,075		41,247,720
Ollie’s Bargain Outlet, Inc.
Term Loan, 6.25%, Maturing September 27, 2019			5,350		5,370,063
Pep Boys-Manny, Moe & Jack (The)
Term Loan, 5.00%, Maturing October 17, 2018			5,100		5,142,498
Petco Animal Supplies, Inc.
Term Loan, 4.50%, Maturing November 24, 2017			34,692		34,911,995
Pilot Travel Centers LLC
Term Loan, 3.75%, Maturing March 30, 2018			11,692		11,767,457
Term Loan, 4.25%, Maturing August 7, 2019			3,950		3,983,330
ServiceMaster Company
Term Loan, 4.46%, Maturing January 31, 2017			32,539		32,725,931
Visant Holding Corp.
Term Loan, 5.25%, Maturing December 22, 2016			20,266		19,578,161
Vivarte SA
Term Loan, 2.42%, Maturing March 9, 2015	EUR		86		90,296
Term Loan, 2.42%, Maturing March 9, 2015	EUR		336		351,118
Term Loan, 2.42%, Maturing March 9, 2015	EUR		9,880		10,315,146
Term Loan, 2.92%, Maturing March 8, 2016	EUR		86		90,287


		33		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Retailers (Except Food and Drug) (continued)
Vivarte SA (continued)
Term Loan, 2.92%, Maturing March 8, 2016	EUR		336	$	351,118
Term Loan, 2.92%, Maturing March 8, 2016	EUR		9,880		10,315,146
Term Loan - Second Lien, 3.92%, Maturing September 8, 2016	EUR		13		11,773
Term Loan - Second Lien, 3.92%, Maturing September 8, 2016	EUR		88		82,414
Term Loan - Second Lien, 3.92%, Maturing September 8, 2016	EUR		900		847,682
Wilton Brands LLC
Term Loan, 7.50%, Maturing August 30, 2018			6,850		6,922,781

				$	335,618,232


Steel — 1.4%
Essar Steel Algoma, Inc.
Term Loan, 8.75%, Maturing September 19, 2014			16,425	$	16,630,312
FMG America Finance, Inc.
Term Loan, 5.25%, Maturing October 18, 2017			65,725		65,560,687
JMC Steel Group, Inc.
Term Loan, 4.75%, Maturing April 3, 2017			23,029		23,316,894
Patriot Coal Corporation
Term Loan, 9.25%, Maturing October 4, 2013			8,925		8,991,938
SunCoke Energy, Inc.
Term Loan, 4.00%, Maturing July 26, 2018			7,779		7,817,951
Waupaca Foundry, Inc.
Term Loan, 8.50%, Maturing June 29, 2017			6,863		6,948,914
WireCo WorldGroup, Inc.
Term Loan, 6.00%, Maturing February 15, 2017			6,825		6,910,313

				$	136,177,009


Surface Transport — 1.1%
Hertz Corporation (The)
Term Loan, 3.75%, Maturing March 9, 2018			29,150	$	29,040,688
Term Loan, 3.75%, Maturing March 9, 2018			30,380		30,347,096
Term Loan, Maturing March 11, 2018⁽³⁾			25,200		25,152,750
Swift Transportation Co. Inc.
Term Loan, 3.96%, Maturing December 21, 2016			1,227		1,233,533
Term Loan, 5.00%, Maturing December 21, 2017			21,538		21,712,960

				$	107,487,027


Telecommunications — 3.8%
Alaska Communications Systems Holdings, Inc.
Term Loan, 5.50%, Maturing October 21, 2016			13,976	$	12,980,268
Cellular South, Inc.
Term Loan, 4.50%, Maturing July 27, 2017			6,838		6,855,534


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Telecommunications (continued)
Cricket Communications, Inc.
Term Loan, 4.75%, Maturing October 10, 2019			11,425	$	11,496,406
Crown Castle International Corporation
Term Loan, 4.00%, Maturing January 31, 2019			16,900		17,016,988
Eircom Finco S.a.r.l.
Term Loan, 4.27%, Maturing September 30, 2017	EUR		9,155		8,478,442
Intelsat Jackson Holdings Ltd.
Term Loan, 4.50%, Maturing April 2, 2018			94,608		95,444,270
IPC Systems, Inc.
Term Loan, 2.85%, Maturing May 31, 2014	GBP		262		414,413
Macquarie UK Broadcast Limited
Term Loan, 2.75%, Maturing July 1, 2014	GBP		6,000		9,198,370
Term Loan, 3.00%, Maturing December 1, 2014	GBP		14,352		21,925,682
MetroPCS Wireless, Inc.
Term Loan, 4.07%, Maturing November 3, 2016			1,984		1,990,893
Term Loan, 4.00%, Maturing March 16, 2018			79,674		79,989,192
Midcontinent Communications
Term Loan, 4.00%, Maturing December 30, 2016			8,717		8,716,665
NTELOS Inc.
Term Loan, 4.00%, Maturing August 7, 2015			2,912		2,924,298
Oberthur Technologies Holding SAS
Term Loan, 6.25%, Maturing March 30, 2019			3,700		3,688,437
SBA Finance
Term Loan, 3.75%, Maturing June 29, 2018			9,507		9,536,698
Term Loan, 3.75%, Maturing September 27, 2019			4,725		4,754,531
Syniverse Holdings, Inc.
Term Loan, 5.00%, Maturing April 23, 2019			21,895		22,031,970
Telesat LLC
Term Loan, 4.25%, Maturing March 28, 2019			34,688		34,887,519
Windstream Corporation
Term Loan, 4.00%, Maturing August 8, 2019			10,025		10,100,062

				$	362,430,638


Utilities — 2.2%
AES Corporation
Term Loan, 4.25%, Maturing June 1, 2018			27,587	$	27,794,036
Calpine Corporation
Term Loan, 4.50%, Maturing April 2, 2018			9,655		9,698,214
Term Loan, 4.50%, Maturing April 2, 2018			35,753		35,891,071
Term Loan, 4.50%, Maturing September 27, 2019			9,275		9,305,144
Covanta Energy Corporation
Term Loan, 4.00%, Maturing March 28, 2019			4,776		4,793,910
Dynegy Midwest Generation LLC
Term Loan, 9.25%, Maturing August 4, 2016			9,411		9,787,651


		34		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Utilities (continued)
Dynegy Power, LLC
Term Loan, 9.25%, Maturing August 4, 2016			12,672	$	13,269,966
Invenergy LLC
Term Loan, 9.00%, Maturing November 21, 2017			8,652		8,716,551
LSP Madison Funding, LLC
Term Loan, 5.50%, Maturing June 28, 2019			12,120		12,240,821
NRG Energy, Inc.
Term Loan, 4.00%, Maturing July 2, 2018			34,582		34,828,749
Texas Competitive Electric Holdings Company, LLC
Term Loan, 4.75%, Maturing October 10, 2017			56,613		36,798,188

				$	203,124,301


Total Senior Floating-Rate Interests (identified cost $8,671,318,323)				$	8,684,955,274


Corporate Bonds & Notes — 3.4%


Security		Principal Amount* (000’s omitted)		Value

Broadcast Radio and Television — 0.0%⁽⁴⁾
Entravision Communications Corp., Sr. Notes
8.75%, 8/1/17			2,844	$	3,089,295

				$	3,089,295


Building and Development — 0.0%⁽⁴⁾
Calcipar SA, Sr. Notes
6.875%, 5/1/18⁽⁷⁾			4,000	$	4,030,000

				$	4,030,000


Chemicals and Plastics — 0.5%
Hexion US Finance Corp., Sr. Notes
6.625%, 4/15/20			2,000	$	2,005,000
Ineos Finance PLC, Sr. Notes
7.25%, 2/15/19⁽⁷⁾⁽⁸⁾	EUR		8,000		10,602,502
8.375%, 2/15/19⁽⁷⁾			15,250		16,069,687
7.50%, 5/1/20⁽⁷⁾			9,525		9,691,688
Polymer Group, Inc., Sr. Notes
7.75%, 2/1/19			5,000		5,375,000

				$	43,743,877


Security		Principal Amount* (000’s omitted)		Value


Containers and Glass Products — 0.5%
Reynolds Group Holdings, Inc., Sr. Notes
5.75%, 10/15/20⁽⁷⁾			42,000	$	42,525,000
Smurfit Kappa Acquisitions, Sr. Notes
4.875%, 9/15/18⁽⁷⁾			4,925		4,943,469

				$	47,468,469


Diversified Manufacturing Operations — 0.1%
Matalan Finance PLC, Sr. Notes
8.875%, 4/29/16⁽⁹⁾	GBP		6,500	$	10,515,593

				$	10,515,593


Ecological Services and Equipment — 0.0%⁽⁴⁾
Environmental Systems Product Holdings, Inc., Jr. Notes
18.00%, 3/31/15⁽⁵⁾⁽⁶⁾			184	$	156,179

				$	156,179


Electronics / Electrical — 0.0%⁽⁴⁾
NXP BV/NXP Funding, LLC
3.09%, 10/15/13⁽⁸⁾			75	$	75,188

				$	75,188


Equipment Leasing — 0.1%
International Lease Finance Corp., Sr. Notes
6.75%, 9/1/16⁽⁷⁾			2,325	$	2,638,875
7.125%, 9/1/18⁽⁷⁾			2,325		2,743,500

				$	5,382,375


Financial Intermediaries — 0.4%
First Data Corp., Sr. Notes
6.75%, 11/1/20⁽⁷⁾			16,850	$	16,934,250
UPCB Finance II, Ltd., Sr. Notes
6.375%, 7/1/20⁽⁷⁾	EUR		6,500		8,761,970
6.625%, 7/1/20⁽⁷⁾			9,000		9,675,000

				$	35,371,220


Health Care — 0.4%
Accellent, Inc., Sr. Notes
8.375%, 2/1/17			3,000	$	3,082,500
CHS/Community Health Systems, Inc., Sr. Notes
5.125%, 8/15/18			22,625		23,530,000


		35		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Security		Principal Amount* (000’s omitted)		Value


Health Care (continued)
HCA, Inc., Sr. Notes
4.75%, 5/1/23			11,975	$	12,004,937

				$	38,617,437


Insurance — 0.1%
CNO Financial Group, Inc., Sr. Notes
6.375%, 10/1/20⁽⁷⁾			7,250	$	7,540,000

				$	7,540,000


Leisure Goods / Activities / Movies — 0.2%
NAI Entertainment Holdings, LLC, Sr. Notes
8.25%, 12/15/17⁽⁷⁾			6,750	$	7,543,125
National CineMedia, LLC, Sr. Notes
6.00%, 4/15/22⁽⁷⁾			8,250		8,745,000

				$	16,288,125


Lodging and Casinos — 0.3%
Caesars Entertainment Operating Co., Inc., Sr. Notes
8.50%, 2/15/20⁽⁷⁾			25,250	$	24,871,250

				$	24,871,250


Radio and Television — 0.1%
Clear Channel Communications, Inc., Sr. Notes
9.00%, 12/15/19⁽⁷⁾			5,219	$	4,723,195
Univision Communications, Inc., Sr. Notes
6.75%, 9/15/22⁽⁷⁾			9,000		9,045,000

				$	13,768,195


Telecommunications — 0.1%
Hughes Satellite Systems Corp., Sr. Notes
6.50%, 6/15/19			8,500	$	9,137,500
Sunrise Communications International SA, Sr. Notes
4.971%, 12/31/17⁽⁷⁾⁽⁸⁾	EUR		3,000		3,966,217

				$	13,103,717


Utilities — 0.6%
Calpine Corp., Sr. Notes
7.50%, 2/15/21⁽⁷⁾			25,380	$	27,727,650
7.875%, 1/15/23⁽⁷⁾			23,490		26,073,900

				$	53,801,550


Total Corporate Bonds & Notes (identified cost $303,934,513)				$	317,822,470


Asset-Backed Securities — 0.1%


Security	Principal Amount (000’s omitted)		Value

Alzette European CLO SA, Series 2004-1A, Class E2, 6.968%, 12/15/20⁽⁸⁾	$	465	$	414,531
Avalon Capital Ltd. 3, Series 1A, Class D, 2.381%, 2/24/19⁽⁷⁾⁽⁸⁾		884		790,071
Babson Ltd., Series 2005-1A, Class C1, 2.29%, 4/15/19⁽⁷⁾⁽⁸⁾		1,129		975,942
Centurion CDO 8 Ltd., Series 2005-8A, Class D, 5.908%, 3/8/17⁽⁸⁾		985		961,052
Morgan Stanley Investment Management Croton, Ltd., Series 2005-1A, Class D, 2.29%, 1/15/18⁽⁷⁾⁽⁸⁾		2,000		1,676,921


Total Asset-Backed Securities (identified cost $5,438,534)			$	4,818,517


Common Stocks — 0.5%


Security	Shares		Value

Automotive — 0.0%⁽⁴⁾
Dayco Products, LLC⁽⁶⁾^(10)(11)		88,506	$	2,256,903

			$	2,256,903


Building and Development — 0.0%⁽⁴⁾
United Subcontractors, Inc.^(6)(10)(11)		3,646	$	151,972

			$	151,972


Ecological Services and Equipment — 0.0%⁽⁴⁾
Environmental Systems Products Holdings, Inc.^(6)(10)(12)		2,484	$	179,419

			$	179,419


Financial Intermediaries — 0.0%⁽⁴⁾
RTS Investor Corp.^(6)(10)(11)		692	$	66,112

			$	66,112


Food Service — 0.0%⁽⁴⁾
Buffets Restaurants Holdings, Inc.^(6)(10)(11)		329,120	$	2,978,536

			$	2,978,536


Home Furnishings — 0.0%⁽⁴⁾
Oreck Corp.^(6)(10)(11)		14,217	$	247,234
Sanitec Europe Oy B Units^(6)(10)(11)		235,094		1,477,877
Sanitec Europe Oy E Units^(6)(10)(11)		230,960		0

			$	1,725,111


		36		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Leisure Goods / Activities / Movies — 0.2%
Metro-Goldwyn-Mayer Holdings, Inc.^(10)(11)		414,634	$	13,203,522

			$	13,203,522


Lodging and Casinos — 0.0%⁽⁴⁾
Affinity Gaming, LLC^(10)(11)		206,125	$	2,336,079

			$	2,336,079


Publishing — 0.2%
Ion Media Networks, Inc.^(6)(11)		28,605	$	18,192,780
MediaNews Group, Inc.^(6)(10)(11)		162,730		3,414,074
Source Interlink Companies, Inc.^(6)(10)(11)		5,725		0

			$	21,606,854


Radio and Television — 0.1%
New Young Broadcasting Holding Co., Inc.^(6)(10)(11)		2,310	$	8,316,000

			$	8,316,000


Total Common Stocks (identified cost $32,014,031)			$	52,820,508


Preferred Stocks — 0.0%⁽⁴⁾


Security	Shares		Value

Ecological Services and Equipment — 0.0%⁽⁴⁾
Environmental Systems Products Holdings, Inc., Series A^(6)(10)(12)		569	$	35,847


Total Preferred Stocks (identified cost $9,958)			$	35,847


Warrants — 0.0%⁽⁴⁾


Security	Shares		Value

Radio and Television — 0.0%⁽⁴⁾
New Young Broadcasting Holding Co., Inc., Expires 12/24/24^(6)(10)(11)		112	$	403,200

			$	403,200


Telecommunications — 0.0%
ERC Luxembourg Holdings, Ltd., Expires 06/11/32^(6)(10)(11)		21,381	$	0

			$	0


Total Warrants (identified cost $192,476)			$	403,200


Short-Term Investments — 6.7%


Description	Interest (000’s omitted)		Value

Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽¹³⁾	$	631,913	$	631,913,170


Total Short-Term Investments (identified cost $631,913,170)			$	631,913,170


Total Investments — 102.8% (identified cost $9,644,821,005)			$	9,692,768,986


Less Unfunded Loan Commitments — (0.3)%			$	(22,317,946	)


Net Investments — 102.5% (identified cost $9,622,503,059)			$	9,670,451,040


Other Assets, Less Liabilities — (2.5)%			$	(237,610,214	)


Net Assets — 100.0%			$	9,432,840,826

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


EUR	–	Euro
GBP	–	British Pound Sterling

In U.S. dollars unless otherwise indicated.

⁽¹⁾

⁽²⁾

⁽³⁾

This Senior Loan will settle after October 31, 2012, at which time the interest rate will be determined.

⁽⁴⁾

Amount is less than 0.05%.

⁽⁵⁾

Represents a payment-in-kind security which May pay all or a portion of interest in additional par.

⁽⁶⁾

For fair value measurement disclosure purposes, security is categorized as Level 3 (see Note 10).

⁽⁷⁾

Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities May be sold in certain


		37		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Portfolio of Investments — continued

⁽⁸⁾

Variable rate security. The stated interest rate represents the rate in effect at October 31, 2012.

⁽⁹⁾

Security exempt from registration under Regulation S of the Securities Act of 1933, which exempts from registration securities offered and sold outside the United States. Security May not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

⁽¹⁰⁾	Non-income producing security.

⁽¹¹⁾	Security was acquired in connection with a restructuring of a Senior Loan and May be subject to restrictions on resale.

⁽¹²⁾	Restricted security (see Note 5).

⁽¹³⁾	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2012.


		38		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Unaffiliated investments, at value (identified cost, $8,990,589,889)	$	9,038,537,870
Affiliated investment, at value (identified cost, $631,913,170)		631,913,170
Cash		37,130,183
Restricted cash*		13,554,205
Foreign currency, at value (identified cost, $13,651,438)		13,663,520
Interest receivable		33,060,102
Interest receivable from affiliated investment		70,003
Receivable for investments sold		42,668,186
Receivable for open forward foreign currency exchange contracts		94,937
Receivable for closed swap contracts		35,306
Prepaid expenses		530,797
Total assets	$	9,811,258,279

Liabilities
Payable for investments purchased	$	365,093,937
Payable for open forward foreign currency exchange contracts		5,193,917
Payable for open swap contracts		3,803,787
Payable to affiliates:
Investment adviser fee		3,966,637
Trustees’ fees		5,663
Accrued expenses		353,512
Total liabilities	$	378,417,453
Net Assets applicable to investors’ interest in Portfolio	$	9,432,840,826

Sources of Net Assets
Investors’ capital	$	9,391,946,290
Net unrealized appreciation		40,894,536
Total	$	9,432,840,826

*	Represents restricted cash on deposit at the custodian as collateral for open financial contracts.


		39		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest and other income	$	484,896,737
Dividends		5,990,143
Interest allocated from affiliated investment		446,890
Expenses allocated from affiliated investment		(59,158	)
Total investment income	$	491,274,612

Expenses
Investment adviser fee	$	46,845,003
Trustees’ fees and expenses		69,455
Custodian fee		1,841,306
Legal and accounting services		459,434
Miscellaneous		1,290,439
Total expenses	$	50,505,637
Deduct —
Reduction of custodian fee	$	128
Total expense reductions	$	128

Net expenses	$	50,505,509

Net investment income	$	440,769,103

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	33,033,340
Investment transactions allocated from affiliated investment		7,041
Swap contracts		(1,111,685	)
Foreign currency and forward foreign currency exchange contract transactions		31,101,240
Net realized gain	$	63,029,936
Change in unrealized appreciation (depreciation) —
Investments	$	194,665,096
Swap contracts		(1,007,489	)
Foreign currency and forward foreign currency exchange contracts		(8,718,195	)
Net change in unrealized appreciation (depreciation)	$	184,939,412

Net realized and unrealized gain	$	247,969,348

Net increase in net assets from operations	$	688,738,451


		40		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	440,769,103		$	397,412,294
Net realized gain (loss) from investment transactions, swap contracts and foreign currency and forward foreign currency exchange contract transactions		63,029,936			(18,065,295	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency and forward foreign currency exchange contracts		184,939,412			(100,433,238	)
Net increase in net assets from operations	$	688,738,451		$	278,913,761
Capital transactions —
Contributions	$	1,137,173,133		$	4,383,895,129
Withdrawals		(2,087,404,801	)		(1,465,370,574	)
Net increase (decrease) in net assets from capital transactions	$	(950,231,668	)	$	2,918,524,555

Net increase (decrease) in net assets	$	(261,493,217	)	$	3,197,438,316

Net Assets
At beginning of year	$	9,694,334,043		$	6,496,895,727
At end of year	$	9,432,840,826		$	9,694,334,043


		41		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Supplementary Data


	Year Ended October 31,
Ratios/Supplemental Data	2012			2011			2010			2009			2008
Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.54	%		0.54	%		0.57	%		0.61	%		0.70	%
Net investment income		4.72	%		4.31	%		4.43	%		5.41	%		6.50	%
Portfolio Turnover		42	%		56	%		39	%		35	%		7	%

Total Return		7.67	%		4.30	%		10.51	%		27.54	%		(22.24	)%

Net assets, end of year (000’s omitted)	$	9,432,841		$	9,694,334		$	6,496,896		$	4,294,340		$	3,056,210

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


		42		See Notes to Financial Statements.

Floating Rate Portfolio

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

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


		43

Floating Rate Portfolio

October 31, 2012

Notes to Financial Statements — continued

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.


		44

Floating Rate Portfolio

October 31, 2012

Notes to Financial Statements — continued

2 Investment Adviser Fee and Other Transactions with Affiliates

3 Purchases and Sales of Investments

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	9,622,503,671

Gross unrealized appreciation	$	135,168,501
Gross unrealized depreciation		(87,221,132	)

Net unrealized appreciation	$	47,947,369

The net unrealized depreciation on foreign currency and swap contracts at October 31, 2012 on a federal income tax basis was $7,053,445.


		45

Floating Rate Portfolio

October 31, 2012

Notes to Financial Statements — continued

5 Restricted Securities


Description	Date of Acquisition		Shares		Cost		Value

Common Stocks
Environmental Systems Products Holdings, Inc.		10/25/07		2,484	$	0	$	179,419

Preferred Stocks
Environmental Systems Products Holdings, Inc., Series A		10/25/07		569	$	9,958	$	35,847

Total Restricted Securities					$	9,958	$	215,266

6 Financial Instruments

A summary of obligations under these financial instruments at October 31, 2012 is as follows:


Forward Foreign Currency Exchange Contracts


Sales
Settlement Date	Deliver	In Exchange For	Counterparty	Net Unrealized Appreciation (Depreciation)

11/30/12	British Pound Sterling 55,768,970	United States Dollar 88,250,491	JPMorgan Chase Bank NA	$	(1,738,073	)
11/30/12	Euro 61,728,903	United States Dollar 77,431,193	Citibank NA		(2,598,202	)
12/31/12	British Pound Sterling 26,120,029	United States Dollar 42,173,791	Goldman Sachs International		30,226
12/31/12	British Pound Sterling 3,375,625	United States Dollar 5,449,920	State Street Bank and Trust Co.		3,491
12/31/12	Euro 71,617,803	United States Dollar 92,172,829	HSBC Bank USA		(711,694	)
1/31/13	British Pound Sterling 21,666,382	United States Dollar 34,823,292	HSBC Bank USA		(130,695	)
1/31/13	Euro 70,539,472	United States Dollar 91,573,637	Deutsche Bank AG		61,220
1/31/13	Swiss Franc 16,380,316	United States Dollar 17,599,126	Citibank NA		(15,253	)

				$	(5,098,980	)


		46

Floating Rate Portfolio

October 31, 2012

Notes to Financial Statements — continued


Interest Rate Swaps
Counterparty	Notional Amount (000’s omitted)	Portfolio Pays/Receives Floating Rate	Floating Rate Index	Annual Fixed Rate			Termination Date		Net Unrealized Depreciation
Citibank NA	$60,000	Receives	3-Month USD-LIBOR-BBA		0.98	%		6/24/14	$	(780,299	)
Citibank NA	60,000	Receives	3-Month USD-LIBOR-BBA		1.81			6/24/16		(3,023,488	)

									$	(3,803,787	)

At October 31, 2012, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

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

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2012 was as follows:


		Fair Value
Risk	Derivative	Asset Derivative			Liability Derivative

Foreign Exchange	Forward foreign currency exchange contracts	$	94,937	⁽¹⁾	$	(5,193,917	)⁽²⁾

		$	94,937		$	(5,193,917	)

Interest Rate	Swap contracts	$	—		$	(3,803,787	)⁽²⁾

		$	—		$	(3,803,787	)

⁽¹⁾	Statement of Assets and Liabilities location: Receivable for open forward foreign currency exchange contracts; Net unrealized appreciation.

⁽²⁾	Statement of Assets and Liabilities location: Payable for open forward foreign currency exchange contracts and Payable for open swap contracts, respectively; Net unrealized appreciation.


		47

Floating Rate Portfolio

October 31, 2012

Notes to Financial Statements — continued


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

Foreign Exchange	Forward foreign currency exchange contracts	$	31,196,921	⁽¹⁾	$	(9,036,988	)⁽²⁾
Interest Rate	Swap contracts		(1,111,685	)⁽¹⁾		(1,007,489	)⁽²⁾

Total		$	30,085,236		$	(10,044,477	)

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

⁽²⁾	Statement of Operations location: Change in unrealized appreciation (depreciation) – Foreign currency and forward foreign currency exchange contracts and Swap contracts, respectively.

7 Line of Credit

8 Risks Associated with Foreign Investments

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

9 Credit Risk


		48

Floating Rate Portfolio

October 31, 2012

Notes to Financial Statements — continued

10 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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

At October 31, 2012, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3*		Total

Senior Floating-Rate Interests (Less Unfunded Loan Commitments)	$	—	$	8,655,003,363		$	7,633,965	$	8,662,637,328
Corporate Bonds & Notes		—		317,666,291			156,179		317,822,470
Asset-Backed Securities		—		4,818,517			—		4,818,517
Common Stocks		—		15,539,601			37,280,907		52,820,508
Preferred Stocks		—		—			35,847		35,847
Warrants		—		—			403,200		403,200
Short-Term Investments		—		631,913,170			—		631,913,170

Total Investments	$	—	$	9,624,940,942		$	45,510,098	$	9,670,451,040
Forward Foreign Currency Exchange Contracts	$	—	$	94,937		$	—	$	94,937

Total	$	—	$	9,625,035,879		$	45,510,098	$	9,670,545,977

Liability Description
Forward Foreign Currency Exchange Contracts	$	—	$	(5,193,917	)	$	—	$	(5,193,917	)
Interest Rate Swaps		—		(3,803,787	)		—		(3,803,787	)

Total	$	—	$	(8,997,704	)	$	—	$	(8,997,704	)

*	None of the unobservable inputs for Level 3 assets, individually or collectively, had a material impact on the Portfolio.

At October 31, 2012, there were no investments transferred between Level 1 and Level 2 during the year then ended.


		49

Floating Rate Portfolio

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of Floating Rate Portfolio:

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and senior loans owned as of October 31, 2012, by correspondence with the custodian, brokers, and selling or agent banks; where replies were not received from brokers and selling or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2012


		50

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust), Boston Income Portfolio (BIP), Floating Rate Portfolio (FRP), High Income Opportunities Portfolio (HIOP) and Short Duration High Income Portfolio (SDHIP) (collectively, the Portfolios) are responsible for the overall management and supervision of the Trust’s and Portfolios’ affairs. The Trustees and officers of the Trust and the Portfolios are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolios hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolios, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolios’ placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 187 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.


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

Thomas E. Faust Jr. 1958	Trustee	Of the Trust and of BIP, FRP and HIOP since 2007 and of SDHIP since 2012	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 187 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and the Portfolios. Directorships in the Last Five Years.⁽¹⁾ Director of EVC and Hexavest Inc.


Noninterested Trustees

Scott E. Eston 1956	Trustee	Of the Trust and of BIP, FRP and HIOP since 2011 and of SDHIP since 2012	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

Benjamin C. Esty 1963	Trustee	Of the Trust and of BIP, FRP and HIOP since 2005 and of SDHIP since 2012	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Of the Trust and of BIP, FRP and HIOP since 2007 and of SDHIP since 2012	Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Of the Trust and of BIP, FRP and HIOP since 2003 and of SDHIP since 2012	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.


		51

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Management and Organization — continued


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

Ronald A. Pearlman 1940	Trustee	Of the Trust and of BIP, FRP and HIOP since 2003 and of SDHIP since 2012	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.

Helen Frame Peters 1948	Trustee	Of the Trust and of BIP, FRP and HIOP since 2008 and of SDHIP since 2012	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Of the Trust and HIOP since 1998, of FRP since 2000, of BIP since 2001 and of SDHIP since 2012	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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	Of the Trust and of BIP, FRP and HIOP since 2011 and of SDHIP since 2012	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

Ralph F. Verni 1943	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee of the Trust and of BIP, FRP and HIOP since 2005 and of SDHIP since 2012	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
Name and Year of Birth	Position(s) with the Trust and the Portfolios	Length of Service	Principal Occupation(s) During Past Five Years
Duncan W. Richardson 1957	President of the Trust	Since 2011	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Scott H. Page 1959	President of FRP	Since 2007	Vice President of EVM and BMR.

Michael W. Weilheimer 1961	President of BIP, HIOP and SDHIP	Of BIP and HIOP since 2002 and of SDHIP since 2012	Vice President of EVM and BMR.


		52

Eaton Vance

Floating-Rate & High Income Fund

October 31, 2012

Management and Organization — continued


Name and Year of Birth	Position(s) with the Trust and the Portfolios	Length of Service	Principal Occupation(s) During Past Five Years
Principal Officers who are not Trustees (continued)
Payson F. Swaffield 1956	Vice President	Since 2011	Vice President and Chief Income Investment Officer of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of BIP, FRP and HIOP since 2008 and of SDHIP since 2012	Vice President of EVM and BMR.

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President of the Trust and of BIP, FRP and HIOP since 2011 and of SDHIP since 2012; Secretary of the Trust and of BIP, FRP and HIOP since 2007 and of SDHIP since 2012; and Chief Legal Officer of the Trust and of BIP, FRP and HIOP since 2008 and of SDHIP since 2012	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	Of the Trust and of BIP, FRP and HIOP since 2004 and of SDHIP since 2012	Vice President of EVM and BMR.

⁽¹⁾

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolios and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.


		53

Eaton Vance Funds

IMPORTANT NOTICES

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


		54

This Page Intentionally Left Blank

Investment Adviser of Floating Rate Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Floating-Rate & High Income Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

LOGO


811-12/12		FRHSRC

Eaton Vance

Government Obligations
Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

Government Obligations Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			19 and 33

Federal Tax Information			20

Management and Organization			34

Important Notices			36

Eaton Vance

Government Obligations Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

During the 12-month period ending October 31, 2012, there were a number of historical events that impacted the fixed-income markets and led to multiple swings in investor sentiment. Returns of U.S. government securities varied based on yield curve positioning. The U.S. Federal Reserve’s (the Fed) ongoing “Operation Twist” program, which involves the sale of shorter Treasurys and the purchase of those at the longer end of the curve, was extended in June 2012 until the end of the calendar year. This pushed yields slightly higher on the short end of the curve, while pressuring yields lower on the longer end. Returns on the three-year and shorter portions of the Treasury curve were muted, with yields already historically low in this part of the curve.

Although the interest-rate backdrop remained favorable throughout the entire year as the Fed held policy rates between 0.00% and 0.25%, U.S. government securities languished during much of the first half of the period. At that time, an improving labor market gave way to stronger economic growth and prompted many investors to lower their exposure to U.S. government securities and seek opportunities among riskier asset classes. With rates at historic lows, investors searching for yield were forced to move further out on the yield curve.

In the beginning of the second half of the period, the investment backdrop became increasingly more favorable for U.S. government securities. The sovereign debt crisis in Europe intensified in the spring, which tempered future expectations of global economic growth and fueled investors’ appetite for investments that historically had provided safe havens amid periods of economic and market uncertainty. In this environment, yields on the 30-year Treasury fell nearly 100 basis points during the spring and summer, touching multi-decade lows and producing equity-like returns over the time period.

Meanwhile, policies from the Fed aimed at keeping interest rates low also bolstered demand for U.S. government-backed investments. At its June 2012 meeting, the Fed announced a continuation of “Operation Twist.” In September 2012, the Fed announced its plan to keep policy rates at or near zero until at least mid-2015 and also announced further monetary stimulus with its third round of quantitative easing (QE3). This new QE3 program came in the form of open-ended U.S. government agency mortgage-backed security (MBS) purchases. Against this already favorable backdrop

for high-quality fixed-income securities, investor demand for agency MBS further increased after the September 2012 announcement, with yield spreads compared to Treasurys tightening to their lows of the year.

Fund Performance

For the fiscal year ending October 31, 2012, Eaton Vance Government Obligations Fund’s (the Fund) Class A shares at net asset value (NAV) had a total return of 2.52%. By comparison, the Fund’s benchmark, the Barclay’s Capital U.S. Intermediate Government Index (the Index)2 returned 2.41% for the period.

The Fund’s outperformance versus the Index was primarily due to its investment in seasoned agency MBS. Agency MBS outperformed comparable-duration Treasurys during the past 12 months as yield spreads tightened. A weak labor market and sluggish growth in the U.S. economy led to the Fed announcing an open-ended program of MBS purchases in September 2012. The Fed’s renewed involvement in the MBS market in the form of QE3 caused a further increase in the prices of MBS investments.

Despite mortgage rates falling to all-time lows, the Fund experienced only a modest increase in prepayment rates on its seasoned MBS investments. The Fund’s seasoned MBS investments were typically comprised of mortgages originated from the early 1990s through 2003. During the period, the Federal Housing Finance Agency (FHFA) announced changes to its Home Affordability Refinance Program (HARP) in an effort to help stimulate the refinance market for borrowers with higher loan-to-value ratios. Relative to the majority of the agency MBS market, the Fund’s seasoned MBS investments generally contain much lower loan-to-value ratio loans and are not usually the target of the HARP program. The impact on the Fund’s prepayment rates from the changes to the HARP program was minimal.

During the period, the Fund’s shorter portfolio duration relative to the Index detracted from performance, as the yield curve flattened and yields on the longer end of the Treasury curve fell more than those on the short end of the curve. Duration is a measure of a portfolio’s price sensitivity to changes in interest rates based on the timing of anticipated principal and interest payments. A shorter portfolio duration normally has less exposure to interest-rate changes.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

Government Obligations Fund

October 31, 2012

Performance^2,3

Portfolio Manager Susan Schiff, CFA


% Average Annual Total Returns	Inception Date			One Year			Five Years			Ten Years			Since Inception
Class A at NAV		08/24/1984			2.52	%		5.03	%		3.87	%		—
Class A with 4.75% Maximum Sales Charge		—			–2.32			4.00			3.37			—
Class B at NAV		11/01/1993			1.75			4.25			3.09			—
Class B with 5% Maximum Sales Charge		—			–3.19			3.91			3.09			—
Class C at NAV		11/01/1993			1.89			4.26			3.08			—
Class C with 1% Maximum Sales Charge		—			0.90			4.26			3.08			—
Class I at NAV		04/03/2009			2.92			—			—			3.89	%
Class R at NAV		08/12/2005			2.39			4.77			—			4.48
Barclays Capital U.S. Intermediate Government Index		—			2.41	%		5.03	%		4.19	%		—


% Total Annual Operating Expense Ratios⁴	Class A			Class B			Class C			Class I			Class R
		1.14	%		1.89	%		1.89	%		0.89	%		1.39	%

Performance 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.

LOGO


Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Class B	$10,000	10/31/2002	$13,563	N.A.
Class C	$10,000	10/31/2002	$13,550	N.A.
Class I	$250,000	04/03/2009	$286,625	N.A.
Class R	$10,000	08/12/2005	$13,727	N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Government Obligations Fund

October 31, 2012

Fund Profile⁵

Asset Allocation (% of total investments)

LOGO

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Government Obligations Fund

October 31, 2012

Endnotes and Additional Disclosures

Barclays Capital U.S. Intermediate Government Index is an unmanaged index of U.S. government bonds with maturities from one year up to (but not including) 10 years. 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.

⁴	Source: Fund prospectus.

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

Fund profile subject to change due to active management.


		5

Eaton Vance

Government Obligations Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)		Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	1,009.20	$	5.45		1.08	%
Class B	$	1,000.00	$	1,005.40	$	9.22		1.83	%
Class C	$	1,000.00	$	1,005.40	$	9.22		1.83	%
Class I	$	1,000.00	$	1,010.50	$	4.19		0.83	%
Class R	$	1,000.00	$	1,007.90	$	6.71		1.33	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,019.70	$	5.48		1.08	%
Class B	$	1,000.00	$	1,015.90	$	9.27		1.83	%
Class C	$	1,000.00	$	1,015.90	$	9.27		1.83	%
Class I	$	1,000.00	$	1,021.00	$	4.22		0.83	%
Class R	$	1,000.00	$	1,018.50	$	6.75		1.33	%


		6

Eaton Vance

Government Obligations Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investment in Government Obligations Portfolio, at value (identified cost, $1,094,268,115)	$	1,159,899,219
Receivable for Fund shares sold		2,129,117
Miscellaneous receivable		4,114
Total assets	$	1,162,032,450

Liabilities
Payable for Fund shares redeemed	$	3,935,313
Distributions payable		708,564
Payable to affiliates:
Distribution and service fees		433,809
Trustees’ fees		42
Accrued expenses		234,920
Total liabilities	$	5,312,648
Net Assets	$	1,156,719,802

Sources of Net Assets
Paid-in capital	$	1,200,118,526
Accumulated net realized loss from Portfolio		(111,625,677	)
Accumulated undistributed net investment income		2,595,849
Net unrealized appreciation from Portfolio		65,631,104
Total	$	1,156,719,802

Class A Shares
Net Assets	$	682,140,416
Shares Outstanding		92,433,762
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	7.38
Maximum Offering Price Per Share
(100 ÷ 95.25 of net asset value per share)	$	7.75

Class B Shares
Net Assets	$	30,042,153
Shares Outstanding		4,071,229
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	7.38

Class C Shares
Net Assets	$	300,062,556
Shares Outstanding		40,732,283
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	7.37

Class I Shares
Net Assets	$	122,456,370
Shares Outstanding		16,601,704
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	7.38

Class R Shares
Net Assets	$	22,018,307
Shares Outstanding		2,996,194
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	7.35

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.


		7		See Notes to Financial Statements.

Eaton Vance

Government Obligations Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest allocated from Portfolio	$	36,845,731
Miscellaneous income		2,591
Expenses allocated from Portfolio		(8,380,203	)
Total investment income	$	28,468,119

Expenses
Distribution and service fees
Class A	$	1,656,587
Class B		354,525
Class C		3,006,401
Class R		83,912
Trustees’ fees and expenses		500
Custodian fee		38,176
Transfer and dividend disbursing agent fees		908,904
Legal and accounting services		50,284
Printing and postage		113,345
Registration fees		98,715
Miscellaneous		18,889
Total expenses	$	6,330,238

Net investment income	$	22,137,881

Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	4,815,274
Financial futures contracts		(5,080,814	)
Net realized loss	$	(265,540	)
Change in unrealized appreciation (depreciation) —
Investments	$	3,886,660
Financial futures contracts		(270,726	)
Swap contracts		798,633
Net change in unrealized appreciation (depreciation)	$	4,414,567

Net realized and unrealized gain	$	4,149,027

Net increase in net assets from operations	$	26,286,908


		8		See Notes to Financial Statements.

Eaton Vance

Government Obligations Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	22,137,881		$	25,633,194
Net realized loss from investment transactions and financial futures contracts		(265,540	)		(10,785,335	)
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts and swap contracts		4,414,567			(2,021,252	)
Net increase in net assets from operations	$	26,286,908		$	12,826,607
Distributions to shareholders —
From net investment income
Class A	$	(24,518,831	)	$	(23,144,852	)
Class B		(1,045,792	)		(1,816,654	)
Class C		(8,877,733	)		(9,193,359	)
Class I		(4,435,625	)		(2,264,140	)
Class R		(579,278	)		(437,846	)
Tax return of capital
Class A		—			(1,002,304	)
Class B		—			(78,671	)
Class C		—			(398,125	)
Class I		—			(98,050	)
Class R		—			(18,961	)
Total distributions to shareholders	$	(39,457,259	)	$	(38,452,962	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	264,890,192		$	227,007,377
Class B		2,692,950			5,713,765
Class C		74,644,821			81,085,099
Class I		135,091,469			91,310,875
Class R		14,361,635			7,958,779
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		19,762,814			19,069,407
Class B		891,113			1,267,572
Class C		6,733,975			6,516,909
Class I		3,434,165			1,896,059
Class R		502,218			407,131
Cost of shares redeemed
Class A		(219,029,843	)		(314,294,073	)
Class B		(8,098,521	)		(19,867,627	)
Class C		(77,559,441	)		(136,074,306	)
Class I		(117,077,271	)		(39,304,326	)
Class R		(5,108,579	)		(6,506,429	)
Net asset value of shares exchanged
Class A		6,481,032			31,673,238
Class B		(6,481,032	)		(31,673,238	)
Net increase (decrease) in net assets from Fund share transactions	$	96,131,697		$	(73,813,788	)

Net increase (decrease) in net assets	$	82,961,346		$	(99,440,143	)

Net Assets
At beginning of year	$	1,073,758,456		$	1,173,198,599
At end of year	$	1,156,719,802		$	1,073,758,456

Accumulated undistributed (distributions in excess of) net investment income included in net assets
At end of year	$	2,595,849		$	(641,351	)


		9		See Notes to Financial Statements.

Eaton Vance

Government Obligations Fund

October 31, 2012

Financial Highlights


	Class A
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	7.470		$	7.630		$	7.540		$	7.110		$	7.160

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.161		$	0.202		$	0.233		$	0.267		$	0.297
Net realized and unrealized gain (loss)		0.024			(0.068	)		0.175			0.512			0.020

Total income from operations	$	0.185		$	0.134		$	0.408		$	0.779		$	0.317

Less Distributions
From net investment income	$	(0.275	)	$	(0.282	)	$	(0.303	)	$	(0.330	)	$	(0.367	)
Tax return of capital		—			(0.012	)		(0.015	)		(0.019	)		—

Total distributions	$	(0.275	)	$	(0.294	)	$	(0.318	)	$	(0.349	)	$	(0.367	)

Net asset value — End of year	$	7.380		$	7.470		$	7.630		$	7.540		$	7.110

Total Return⁽²⁾		2.52	%		1.82	%		5.54	%		11.11	%		4.45	%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	682,140		$	617,723		$	668,799		$	472,147		$	362,311
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.10	%		1.14	%		1.15	%		1.16	%		1.19	%
Net investment income		2.17	%		2.70	%		3.08	%		3.57	%		4.09	%
Portfolio Turnover of the Portfolio		26	%		19	%		22	%		28	%		19	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽³⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.


		10		See Notes to Financial Statements.

Eaton Vance

Government Obligations Fund

October 31, 2012

Financial Highlights — continued


	Class B
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	7.470		$	7.630		$	7.540		$	7.110		$	7.160

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.106		$	0.148		$	0.180		$	0.214		$	0.245
Net realized and unrealized gain (loss)		0.023			(0.070	)		0.173			0.510			0.018

Total income from operations	$	0.129		$	0.078		$	0.353		$	0.724		$	0.263

Less Distributions
From net investment income	$	(0.219	)	$	(0.228	)	$	(0.250	)	$	(0.278	)	$	(0.313	)
Tax return of capital		—			(0.010	)		(0.013	)		(0.016	)		—

Total distributions	$	(0.219	)	$	(0.238	)	$	(0.263	)	$	(0.294	)	$	(0.313	)

Net asset value — End of year	$	7.380		$	7.470		$	7.630		$	7.540		$	7.110

Total Return⁽²⁾		1.75	%		1.06	%		4.76	%		10.30	%		3.67	%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	30,042		$	41,446		$	87,803		$	126,123		$	146,987
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.85	%		1.89	%		1.90	%		1.91	%		1.94	%
Net investment income		1.42	%		1.97	%		2.39	%		2.87	%		3.37	%
Portfolio Turnover of the Portfolio		26	%		19	%		22	%		28	%		19	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽³⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.


		11		See Notes to Financial Statements.

Eaton Vance

Government Obligations Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	7.450		$	7.610		$	7.530		$	7.100		$	7.150

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.105		$	0.146		$	0.176		$	0.209		$	0.243
Net realized and unrealized gain (loss)		0.034			(0.069	)		0.167			0.515			0.020

Total income from operations	$	0.139		$	0.077		$	0.343		$	0.724		$	0.263

Less Distributions
From net investment income	$	(0.219	)	$	(0.227	)	$	(0.250	)	$	(0.278	)	$	(0.313	)
Tax return of capital		—			(0.010	)		(0.013	)		(0.016	)		—

Total distributions	$	(0.219	)	$	(0.237	)	$	(0.263	)	$	(0.294	)	$	(0.313	)

Net asset value — End of year	$	7.370		$	7.450		$	7.610		$	7.530		$	7.100

Total Return⁽²⁾		1.89	%		1.05	%		4.63	%		10.31	%		3.67	%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	300,063		$	299,797		$	356,084		$	259,975		$	171,302
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.85	%		1.89	%		1.90	%		1.91	%		1.94	%
Net investment income		1.42	%		1.96	%		2.33	%		2.80	%		3.35	%
Portfolio Turnover of the Portfolio		26	%		19	%		22	%		28	%		19	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽³⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.


		12		See Notes to Financial Statements.

Eaton Vance

Government Obligations Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31,									Period Ended October 31, 2009⁽¹⁾
	2012			2011			2010			Period Ended October 31, 2009⁽¹⁾
Net asset value — Beginning of period	$	7.460		$	7.620		$	7.540		$	7.510

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.179		$	0.218		$	0.242		$	0.133
Net realized and unrealized gain (loss)		0.035			(0.066	)		0.175			0.111

Total income from operations	$	0.214		$	0.152		$	0.417		$	0.244

Less Distributions
From net investment income	$	(0.294	)	$	(0.299	)	$	(0.321	)	$	(0.202	)
Tax return of capital		—			(0.013	)		(0.016	)		(0.012	)

Total distributions	$	(0.294	)	$	(0.312	)	$	(0.337	)	$	(0.214	)

Net asset value — End of period	$	7.380		$	7.460		$	7.620		$	7.540

Total Return⁽³⁾		2.92	%		2.07	%		5.67	%		3.29	%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	122,456		$	102,320		$	49,617		$	14,879
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		0.85	%		0.89	%		0.90	%		0.91	%⁽⁷⁾
Net investment income		2.41	%		2.91	%		3.20	%		3.06	%⁽⁷⁾
Portfolio Turnover of the Portfolio		26	%		19	%		22	%		28	%⁽⁸⁾

⁽¹⁾	For the period from commencement of operations, April 3, 2009, to October 31, 2009.

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁶⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁷⁾	Annualized.

⁽⁸⁾	For the Portfolio’s year ended October 31, 2009.


		13		See Notes to Financial Statements.

Eaton Vance

Government Obligations Fund

October 31, 2012

Financial Highlights — continued


	Class R
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	7.430		$	7.600		$	7.510		$	7.090		$	7.130

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.142		$	0.183		$	0.211		$	0.239		$	0.276
Net realized and unrealized gain (loss)		0.033			(0.079	)		0.177			0.510			0.032

Total income from operations	$	0.175		$	0.104		$	0.388		$	0.749		$	0.308

Less Distributions
From net investment income	$	(0.255	)	$	(0.263	)	$	(0.284	)	$	(0.311	)	$	(0.348	)
Tax return of capital		—			(0.011	)		(0.014	)		(0.018	)		—

Total distributions	$	(0.255	)	$	(0.274	)	$	(0.298	)	$	(0.329	)	$	(0.348	)

Net asset value — End of year	$	7.350		$	7.430		$	7.600		$	7.510		$	7.090

Total Return⁽²⁾		2.39	%		1.42	%		5.28	%		10.70	%		4.33	%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	22,018		$	12,474		$	10,895		$	5,065		$	827
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.35	%		1.39	%		1.40	%		1.41	%		1.44	%
Net investment income		1.92	%		2.45	%		2.80	%		3.20	%		3.82	%
Portfolio Turnover of the Portfolio		26	%		19	%		22	%		28	%		19	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽³⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.


		14		See Notes to Financial Statements.

Eaton Vance

Government Obligations Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Government Obligations Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers five classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I and Class R shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Beginning January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Government Obligations Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (91.3% at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

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

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

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

C Federal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. At October 31, 2012, the Fund, for federal income tax purposes, had a capital loss carryforward of $87,728,739 and current year deferred capital losses of $21,899,905 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2013 ($23,607,593), October 31, 2014 ($17,522,954), October 31, 2015 ($6,336,492), October 31, 2016 ($1,612,295), October 31, 2018 ($18,778,422) and October 31, 2019 ($19,870,983). The current year deferred capital losses are treated as arising on the first day of the Fund’s next taxable year and are treated as realized prior to the utilization of the capital loss carryforward.


		15

Eaton Vance

Government Obligations Fund

October 31, 2012

Notes to Financial Statements — continued

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

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Ordinary income	$	39,457,259	$	36,856,851
Tax return of capital	$	—	$	1,596,111

During the year ended October 31, 2012, accumulated net realized loss was decreased by $46,545,060, accumulated undistributed net investment income was increased by $20,556,578 and paid-in capital was decreased by $67,101,638 due to expired capital loss carryforwards and differences between book and tax accounting, primarily for paydown gain (loss) and premium amortization. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	3,304,413
Capital loss carryforward and deferred capital losses	$	(109,628,644	)
Net unrealized appreciation	$	63,634,071
Other temporary differences	$	(708,564	)

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

3 Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator to the Fund, but receives no compensation. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $42,957 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $152,144 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. EVD also received distribution and service fees from Class A, Class B, Class C and Class R shares (see Note 4) and contingent deferred sales charges (see Note 5).

4 Distribution Plans


		16

Eaton Vance

Government Obligations Fund

October 31, 2012

Notes to Financial Statements — continued

facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2012 amounted to $1,656,587 for Class A shares. The Fund also has in effect distribution plans for Class B shares (Class B Plan), Class C shares (Class C Plan) and Class R shares (Class R Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class B and Class C Plans, the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 5% and 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, respectively, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2012, the Fund paid or accrued to EVD $265,894 and $2,254,801 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2012, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $13,701,000 and $97,110,000, respectively. The Class R Plan requires the Fund to pay EVD an amount up to 0.50% per annum of its average daily net assets attributable to Class R shares for providing ongoing distribution services and facilities to the Fund. The Trustees of the Trust have currently limited Class R distribution payments to 0.25% per annum of the average daily net assets attributable to Class R shares. For the year ended October 31, 2012, the Fund paid or accrued to EVD $41,956 for Class R shares.

Pursuant to the Class B, Class C and Class R Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $88,631, $751,600 and $41,956 for Class B, Class C and Class R shares, respectively.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $114,000, $81,000 and $36,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investment in the Portfolio aggregated $212,999,054 and $162,989,016, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2012			2011

Sales		35,644,803			30,322,173
Issued to shareholders electing to receive payments of distributions in Fund shares		2,659,831			2,549,129
Redemptions		(29,473,280	)		(42,053,256	)
Exchange from Class B shares		872,359			4,234,082

Net increase (decrease)		9,703,713			(4,947,872	)


		17

Eaton Vance

Government Obligations Fund

October 31, 2012

Notes to Financial Statements — continued


	Year Ended October 31,
Class B	2012			2011

Sales		361,862			761,315
Issued to shareholders electing to receive payments of distributions in Fund shares		119,921			169,460
Redemptions		(1,089,764	)		(2,659,179	)
Exchange to Class A shares		(872,632	)		(4,232,051	)

Net decrease		(1,480,613	)		(5,960,455	)


	Year Ended October 31,
Class C	2012			2011

Sales		10,059,377			10,822,547
Issued to shareholders electing to receive payments of distributions in Fund shares		907,719			872,738
Redemptions		(10,457,606	)		(18,234,428	)

Net increase (decrease)		509,490			(6,539,143	)


	Year Ended October 31,
Class I	2012			2011

Sales		18,173,255			12,195,162
Issued to shareholders electing to receive payments of distributions in Fund shares		462,290			253,616
Redemptions		(15,741,913	)		(5,248,911	)

Net increase		2,893,632			7,199,867


	Year Ended October 31,
Class R	2012			2011

Sales		1,941,398			1,063,904
Issued to shareholders electing to receive payments of distributions in Fund shares		67,906			54,688
Redemptions		(690,872	)		(875,034	)

Net increase		1,318,432			243,558


		18

Eaton Vance

Government Obligations Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Government Obligations Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Government Obligations Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Government Obligations Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 18, 2012


		19

Eaton Vance

Government Obligations Fund

October 31, 2012

Federal Tax Information (Unaudited)


		20

Government Obligations Portfolio

October 31, 2012

Portfolio of Investments


Mortgage Pass-Throughs — 78.9%


Security	Principal Amount (000’s omitted)			Value

Federal Home Loan Mortgage Corp.:
2.90%, with maturity at 2035⁽¹⁾		$	9,667	$	10,296,630
3.00%, with maturity at 2034⁽¹⁾			2,180		2,328,754
4.50%, with maturity at 2035			11,274		12,179,621
5.00%, with various maturities to 2018			4,037		4,354,068
5.50%, with various maturities to 2032			7,262		7,788,429
6.00%, with various maturities to 2035			21,258		24,035,610
6.50%, with various maturities to 2036			56,309		65,103,629
6.87%, with maturity at 2024			142		156,233
7.00%, with various maturities to 2035			26,996		31,651,725
7.09%, with maturity at 2023			600		685,137
7.25%, with maturity at 2022			905		1,054,075
7.31%, with maturity at 2027			244		270,858
7.50%, with various maturities to 2035			23,371		28,260,976
7.63%, with maturity at 2019			291		316,198
7.75%, with maturity at 2018			18		20,268
7.78%, with maturity at 2022			136		161,183
7.85%, with maturity at 2020			218		243,866
8.00%, with various maturities to 2028			7,826		9,004,010
8.13%, with maturity at 2019			465		532,366
8.15%, with various maturities to 2021			212		248,486
8.25%, with maturity at 2017			39		43,850
8.50%, with various maturities to 2031			6,912		8,486,258
8.75%, with maturity at 2016			6		6,303
9.00%, with various maturities to 2027			4,982		5,586,361
9.25%, with maturity at 2017			39		42,789
9.50%, with various maturities to 2026			1,500		1,738,080
9.75%, with maturity at 2018			1		622
10.50%, with maturity at 2020			543		638,880
11.00%, with maturity at 2015			15		16,586

				$	215,251,851

Federal National Mortgage Association:
2.319%, with various maturities to 2026⁽¹⁾		$	2,633	$	2,728,819
2.344%, with various maturities to 2035⁽¹⁾			26,956		28,332,136
2.366%, with various maturities to 2033⁽¹⁾			3,526		3,683,958
2.379%, with maturity at 2022⁽¹⁾			1,552		1,596,721
2.405%, with maturity at 2035⁽¹⁾			1,648		1,719,227
2.417%, with maturity at 2031⁽¹⁾			2,710		2,793,822
2.573%, with maturity at 2037⁽¹⁾			5,263		5,553,083
2.614%, with maturity at 2040⁽¹⁾			1,714		1,817,641
2.877%, with maturity at 2036⁽¹⁾			1,542		1,591,472
3.286%, with maturity at 2036⁽¹⁾			1,873		1,930,579
3.664%, with maturity at 2034⁽¹⁾			6,577		7,178,801
3.712%, with maturity at 2021⁽¹⁾			1,403		1,460,509


Security	Principal Amount (000’s omitted)			Value

Federal National Mortgage Association: (continued)
3.798%, with maturity at 2035⁽¹⁾		$	7,502	$	8,188,715
3.835%, with maturity at 2036⁽¹⁾			531		558,669
3.949%, with maturity at 2034⁽¹⁾			6,222		6,791,939
4.177%, with maturity at 2036⁽¹⁾			23,536		25,689,903
4.381%, with maturity at 2035⁽¹⁾			7,556		8,248,198
4.758%, with maturity at 2034⁽¹⁾			19,886		21,706,689
5.00%, with maturity at 2027			467		501,009
5.50%, with various maturities to 2030			20,180		21,797,197
6.00%, with various maturities to 2038			66,288		74,461,893
6.50%, with various maturities to 2036			189,454		217,874,632
6.536%, with maturity at 2025⁽²⁾			250		295,656
7.00%, with various maturities to 2036			107,593		126,821,827
7.25%, with maturity at 2023			16		16,655
7.50%, with various maturities to 2032			8,382		9,953,240
7.875%, with maturity at 2021			682		811,373
7.935%, with maturity at 2030⁽²⁾			17		19,501
8.00%, with various maturities to 2032			35,399		43,672,927
8.25%, with maturity at 2025			260		312,404
8.33%, with maturity at 2020			582		682,398
8.50%, with various maturities to 2032			6,619		8,277,725
8.566%, with maturity at 2021⁽²⁾			66		73,394
9.00%, with various maturities to 2030			789		948,195
9.50%, with various maturities to 2030			1,762		2,074,314
9.634%, with maturity at 2025⁽²⁾			25		30,234
9.645%, with maturity at 2021⁽²⁾			70		80,717
9.657%, with maturity at 2020⁽²⁾			29		31,888
9.75%, with maturity at 2019			12		14,649
9.90%, with maturity at 2021⁽²⁾			60		72,956
9.994%, with maturity at 2023⁽²⁾			47		55,689
10.10%, with maturity at 2021⁽²⁾			43		51,078
10.178%, with maturity at 2025⁽²⁾			24		27,413
10.311%, with maturity at 2025⁽²⁾			11		12,036
11.00%, with maturity at 2020			392		433,837
11.374%, with maturity at 2019⁽²⁾			38		40,083
11.876%, with maturity at 2021⁽²⁾			10		11,409
11.909%, with maturity at 2018⁽²⁾			30		32,879
12.713%, with maturity at 2015⁽²⁾			40		43,067

				$	641,103,156

Government National Mortgage Association:
1.625%, with maturity at 2027⁽¹⁾		$	302	$	314,532
2.00%, with maturity at 2026⁽¹⁾			321		339,517
6.00%, with various maturities to 2033			16,287		18,876,217
6.10%, with maturity at 2033			10,609		12,725,039
6.50%, with various maturities to 2036			43,396		51,682,228
7.00%, with various maturities to 2034			28,674		34,043,219


		21		See Notes to Financial Statements.

Government Obligations Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Principal Amount (000’s omitted)			Value

Government National Mortgage Association: (continued)
7.25%, with maturity at 2022		$	21	$	23,693
7.50%, with various maturities to 2025			5,072		5,954,564
8.00%, with various maturities to 2027			7,998		9,490,652
8.25%, with maturity at 2019			112		128,530
8.30%, with maturity at 2020			34		40,251
8.50%, with various maturities to 2018			1,098		1,233,218
9.00%, with various maturities to 2027			5,406		6,632,330
9.50%, with various maturities to 2026			3,471		4,347,802

				$	145,831,792


Total Mortgage Pass-Throughs (identified cost $958,803,721)				$	1,002,186,799


Collateralized Mortgage Obligations — 3.9%


Security	Principal Amount (000’s omitted)			Value
Federal Home Loan Mortgage Corp.:
Series 30, Class I, 7.50%, 4/25/24		$	210	$	222,748
Series 1822, Class Z, 6.90%, 3/15/26			1,154		1,228,697
Series 1829, Class ZB, 6.50%, 3/15/26			499		556,831
Series 1896, Class Z, 6.00%, 9/15/26			601		634,058
Series 2075, Class PH, 6.50%, 8/15/28			279		313,580
Series 2091, Class ZC, 6.00%, 11/15/28			1,104		1,210,149
Series 2102, Class Z, 6.00%, 12/15/28			269		294,158
Series 2115, Class K, 6.00%, 1/15/29			1,815		1,949,302
Series 2142, Class Z, 6.50%, 4/15/29			601		674,543
Series 2245, Class A, 8.00%, 8/15/27			7,860		9,140,761

				$	16,224,827

Federal National Mortgage Association:
Series G-8, Class E, 9.00%, 4/25/21		$	258	$	300,546
Series G92-44, Class ZQ, 8.00%, 7/25/22			240		263,495
Series G93-36, Class ZQ, 6.50%, 12/25/23			10,020		11,428,391
Series 1993-16, Class Z, 7.50%, 2/25/23			349		405,220
Series 1993-39, Class Z, 7.50%, 4/25/23			950		1,104,022
Series 1993-45, Class Z, 7.00%, 4/25/23			1,118		1,300,594
Series 1993-149, Class M, 7.00%, 8/25/23			408		473,451
Series 1993-178, Class PK, 6.50%, 9/25/23			830		952,524
Series 1993-250, Class Z, 7.00%, 12/25/23			165		174,506
Series 1994-40, Class Z, 6.50%, 3/25/24			833		951,339
Series 1994-42, Class K, 6.50%, 4/25/24			3,806		4,365,913
Series 1994-82, Class Z, 8.00%, 5/25/24			1,389		1,616,465
Series 1997-81, Class PD, 6.35%, 12/18/27			539		621,568
Series 2000-49, Class A, 8.00%, 3/18/27			769		921,293
Series 2001-81, Class HE, 6.50%, 1/25/32			2,053		2,337,002


Security	Principal Amount (000’s omitted)			Value

Federal National Mortgage Association: (continued)
Series 2002-1, Class G, 7.00%, 7/25/23		$	538	$	612,291
Series 2005-37, Class SU, 28.357%, 3/25/35⁽³⁾			3,621		5,502,507

				$	33,331,127

Government National Mortgage Association:
Series 1998-19, Class ZB, 6.50% , 7/20/28		$	501	$	571,178


Total Collateralized Mortgage Obligations (identified cost $46,304,915)				$	50,127,132


U.S. Government Agency Obligations — 10.9%


Security	Principal Amount (000’s omitted)			Value
Federal Farm Credit Bank:
5.75%, 12/7/28		$	5,000	$	6,772,205
5.77%, 1/5/27			5,000		6,938,045

				$	13,710,250

Federal Home Loan Bank:
4.125%, 12/13/19		$	5,000	$	5,939,105
4.75%, 3/10/23			4,500		5,664,051
5.365%, 9/9/24			6,445		8,567,203
5.375%, 8/15/24			14,700		19,467,592
5.625%, 6/11/21			17,000		22,246,336
5.75%, 6/12/26			2,720		3,706,114

				$	65,590,401

United States Agency for International Development — Israel:
0.00%, 5/1/20		$	2,200	$	1,911,611
5.50%, 9/18/23			26,850		35,547,762
5.50%, 4/26/24			16,015		21,323,749

				$	58,783,122


Total U.S. Government Agency Obligations (identified cost $113,802,443)				$	138,083,773


U.S. Treasury Obligations — 0.7%


Security	Principal Amount (000’s omitted)			Value
U.S. Treasury Bond, 7.125%, 2/15/23⁽⁴⁾		$	6,000	$	9,094,686


Total U.S. Treasury Obligations (identified cost $6,189,321)				$	9,094,686


		22		See Notes to Financial Statements.

Government Obligations Portfolio

October 31, 2012

Portfolio of Investments — continued


Short-Term Investments — 6.3%


Description	Interest (000’s omitted)			Value

Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽⁵⁾		$	80,023	$	80,023,322


Total Short-Term Investments (identified cost $80,023,322)				$	80,023,322


Total Investments — 100.7% (identified cost $1,205,123,722)				$	1,279,515,712


Other Assets, Less Liabilities — (0.7)%				$	(8,505,978	)


Net Assets — 100.0%				$	1,271,009,734

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

⁽¹⁾	Adjustable rate mortgage security. Rate shown is the rate at October 31, 2012.

⁽²⁾	Weighted average fixed-rate coupon that changes/updates monthly.

⁽³⁾	Inverse floating-rate security whose coupon varies inversely with changes in the interest rate index. The stated interest rate represents the coupon rate in effect at October 31, 2012.

⁽⁴⁾	Security (or a portion thereof) has been pledged to cover margin requirements on open financial contracts.

⁽⁵⁾	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2012.


		23		See Notes to Financial Statements.

Government Obligations Portfolio

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Unaffiliated investments, at value (identified cost, $1,125,100,400)	$	1,199,492,390
Affiliated investment, at value (identified cost, $80,023,322)		80,023,322
Interest receivable		6,037,744
Interest receivable from affiliated investment		6,353
Receivable for investments sold		213,140
Receivable for open swap contracts		877,640
Total assets	$	1,286,650,589

Liabilities
Payable for investments purchased	$	14,625,297
Payable for variation margin on open financial futures contracts		173,441
Payable to affiliates:
Investment adviser fee		738,606
Trustees’ fees		4,270
Accrued expenses		99,241
Total liabilities	$	15,640,855
Net Assets applicable to investors’ interest in Portfolio	$	1,271,009,734

Sources of Net Assets
Investors’ capital	$	1,195,745,964
Net unrealized appreciation		75,263,770
Total	$	1,271,009,734


		24		See Notes to Financial Statements.

Government Obligations Portfolio

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest	$	39,737,706
Interest allocated from affiliated investment		43,268
Expenses allocated from affiliated investment		(5,626	)
Total investment income	$	39,775,348

Expenses
Investment adviser fee	$	8,603,965
Trustees’ fees and expenses		50,863
Custodian fee		306,978
Legal and accounting services		102,785
Miscellaneous		36,675
Total expenses	$	9,101,266
Deduct —
Reduction of custodian fee	$	3
Total expense reductions	$	3

Net expenses	$	9,101,263

Net investment income	$	30,674,085

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	5,269,670
Investment transactions allocated from affiliated investment		561
Financial futures contracts		(5,463,659	)
Net realized loss	$	(193,428	)
Change in unrealized appreciation (depreciation) —
Investments	$	4,206,957
Financial futures contracts		(287,501	)
Swap contracts		877,640
Net change in unrealized appreciation (depreciation)	$	4,797,096

Net realized and unrealized gain	$	4,603,668

Net increase in net assets from operations	$	35,277,753


		25		See Notes to Financial Statements.

Government Obligations Portfolio

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	30,674,085		$	33,067,020
Net realized loss from investment transactions and financial futures contracts		(193,428	)		(11,245,982	)
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, and swap contracts		4,797,096			(1,589,742	)
Net increase in net assets from operations	$	35,277,753		$	20,231,296
Capital transactions —
Contributions	$	306,019,504		$	189,445,095
Withdrawals		(189,795,922	)		(289,370,516	)
Net increase (decrease) in net assets from capital transactions	$	116,223,582		$	(99,925,421	)

Net increase (decrease) in net assets	$	151,501,335		$	(79,694,125	)

Net Assets
At beginning of year	$	1,119,508,399		$	1,199,202,524
At end of year	$	1,271,009,734		$	1,119,508,399


		26		See Notes to Financial Statements.

Government Obligations Portfolio

October 31, 2012

Supplementary Data


	Year Ended October 31,
Ratios/Supplemental Data	2012			2011			2010			2009			2008
Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.74	%		0.75	%		0.76	%		0.77	%		0.80	%
Net investment income		2.50	%		3.08	%		3.48	%		3.97	%		4.48	%
Portfolio Turnover		26	%		19	%		22	%		28	%		19	%

Total Return		2.89	%		2.21	%		5.95	%		11.54	%		4.85	%

Net assets, end of year (000’s omitted)	$	1,271,010		$	1,119,508		$	1,199,203		$	957,281		$	810,627

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


		27		See Notes to Financial Statements.

Government Obligations Portfolio

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Government Obligations Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to provide a high current return. The Portfolio invests primarily in mortgage-backed securities (MBS) issued, backed or otherwise guaranteed by the U.S. Government or its agencies or instrumentalities. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2012, Eaton Vance Government Obligations Fund, Eaton Vance Multi-Strategy Absolute Return Fund, Eaton Vance Low Duration Government Income Fund (formerly, Eaton Vance Low Duration Fund) and Eaton Vance Multi-Strategy All Market Fund held an interest of 91.3%, 5.6%, 2.2% and 0.3%, respectively, in the Portfolio.

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

C Income — 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.


		28

Government Obligations Portfolio

October 31, 2012

Notes to Financial Statements — continued

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

H Financial Futures Contracts — Upon entering into a financial futures contract, the Portfolio is required to deposit with the broker, either in cash or securities, an amount equal to a certain percentage of the purchase price (initial margin). Subsequent payments, known as variation margin, are made or received by the Portfolio each business day, depending on the daily fluctuations in the value of the underlying security, and are recorded as unrealized gains or losses by the Portfolio. Gains (losses) are realized upon the expiration or closing of the financial futures contracts. Should market conditions change unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. Futures contracts have minimal counterparty risk as they are exchange traded and the clearinghouse for the exchange is substituted as the counterparty, guaranteeing counterparty performance.

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

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. Pursuant to the investment advisory agreement and subsequent fee reduction agreement between the Portfolio and BMR, the fee is computed at an annual rate of 0.75% of the Portfolio’s average daily net assets up to $500 million, 0.6875% from $500 million up to $1 billion, 0.6250% from $1 billion up to $1.5 billion, 0.5625% from $1.5 billion up to $2 billion, 0.5000% from $2 billion up to $2.5 billion and 0.4375% of average daily net assets of $2.5 billion or more, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2012, the Portfolio’s investment adviser fee amounted to $8,603,965 or 0.70% of the Portfolio’s average daily net assets.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities and paydowns, aggregated $392,081,632 and $307,251,739, respectively, for the year ended October 31, 2012.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	1,215,814,267

Gross unrealized appreciation	$	65,550,871
Gross unrealized depreciation		(1,849,426	)

Net unrealized appreciation	$	63,701,445


		29

Government Obligations Portfolio

October 31, 2012

Notes to Financial Statements — continued

The net unrealized appreciation on swap contracts at October 31, 2012 on a federal income tax basis was $877,640.

5 Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include financial futures contracts and swap contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

A summary of obligations under these financial instruments at October 31, 2012 is as follows:


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

12/12	550 U.S. 5-Year Treasury Note	Short	$	(68,358,984	)	$	(68,337,500	)	$	21,484
12/12	100 U.S. 10-Year Treasury Note	Short		(13,275,781	)		(13,303,125	)		(27,344	)

									$	(5,860	)

Interest Rate Swaps

Counterparty

Notional
Amount
(000’s omitted)

Portfolio Pays/
Receives
Floating Rate

Floating
Rate Index

Annual
Fixed Rate

Effective Date/
Termination
Date

Net Unrealized
Appreciation

Deutsche Bank AG

20,000

Pays

3-month
USD-LIBOR-BBA

2.61%

June 1, 2017/

June 1, 2022

26,180

Deutsche Bank AG

20,000

Receives

3-month
USD-LIBOR-BBA

2.82

June 1, 2017/

June 1, 2047

851,460

877,640

The effective date represents the date on which the Portfolio and the counterparty to the interest rate swap contract begin interest payment accruals.

At October 31, 2012, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio is subject to interest rate risk in the normal course of pursuing its investment objective. Because the Portfolio holds fixed-rate bonds, the value of these bonds may decrease if interest rates rise. The Portfolio utilizes various interest rate derivatives including U.S. Treasury futures and interest rate swaps to change the overall duration of the portfolio and to hedge against fluctuations in securities prices due to changes in interest rates.

The Portfolio enters into swap contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those derivatives in a liability position. At October 31, 2012, the Portfolio had no open derivatives with credit-related contingent features in a net liability position.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. At October 31, 2012, the maximum amount of loss the Portfolio would incur due to counterparty risk was $877,640, representing the fair value of such derivatives in an asset position, with the highest amount from any one counterparty being $877,640. To mitigate this risk, the Portfolio has entered into master netting agreements with substantially all its derivative counterparties, which allows it and a counterparty to aggregate amounts owed by each of them for derivative transactions under the agreement into a single net amount payable by either the Portfolio or the counterparty. Counterparties may be required to pledge collateral in the form of cash, U.S. Government securities or highly-rated bonds for the benefit of the Portfolio if the net amount due from the counterparty with respect to a derivative contract exceeds a certain threshold. The amount of collateral posted by the counterparties with respect to such contracts would reduce the amount of any loss incurred.


		30

Government Obligations Portfolio

October 31, 2012

Notes to Financial Statements — continued

The fair values of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is interest rate risk at October 31, 2012 were as follows:


	Fair Value
Derivative	Asset Derivative			Liability Derivative

Futures contracts	$	21,484	⁽¹⁾	$	(27,344	)⁽¹⁾
Swap contracts		877,640	⁽²⁾		—

Total	$	899,124		$	(27,344	)

⁽¹⁾

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

⁽²⁾	Statement of Assets and Liabilities location: Receivable for open swap contracts; Net unrealized appreciation.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is interest rate risk for the year ended October 31, 2012 was as follows:


Derivative	Realized Gain (Loss) on Derivatives Recognized in Income⁽¹⁾			Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income⁽²⁾

Futures contracts	$	(5,463,659	)	$	(287,501	)
Swap contracts	$	—		$	877,640

⁽¹⁾	Statement of Operations location: Net realized gain (loss) – Financial futures contracts.

⁽²⁾	Statement of Operations location: Change in unrealized appreciation (depreciation) – Financial futures contracts and Swap contracts, respectively.

The average notional amounts of futures contracts and swap contracts outstanding during the year ended October 31, 2012, which are indicative of the volume of these derivative types, were approximately $94,231,000 and $18,462,000, respectively.

6 Line of Credit

7 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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


		31

Government Obligations Portfolio

October 31, 2012

Notes to Financial Statements — continued

At October 31, 2012, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1			Level 2		Level 3		Total

Mortgage Pass-Throughs	$	—		$	1,002,186,799	$	—	$	1,002,186,799
Collateralized Mortgage Obligations		—			50,127,132		—		50,127,132
U.S. Government Agency Obligations		—			138,083,773		—		138,083,773
U.S. Treasury Obligations		—			9,094,686		—		9,094,686
Short-Term Investments		—			80,023,322		—		80,023,322

Total Investments	$	—		$	1,279,515,712	$	—	$	1,279,515,712

Futures Contracts	$	21,484		$	—	$	—	$	21,484
Interest Rate Swaps		—			877,640		—		877,640

Total	$	21,484		$	1,280,393,352	$	—	$	1,280,414,836

Liability Description
Futures Contracts	$	(27,344	)	$	—	$	—	$	(27,344	)

Total	$	(27,344	)	$	—	$	—	$	(27,344	)


		32

Government Obligations Portfolio

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of Government Obligations Portfolio:

We have audited the accompanying statement of assets and liabilities of Government Obligations Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Government Obligations Portfolio as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 18, 2012


		33

Eaton Vance

Government Obligations Fund

October 31, 2012

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Government Obligations Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 187 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.


Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) and Directorships 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 187 registered investment companies. 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 and Hexavest Inc.


Noninterested Trustees

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

Benjamin C. Esty 1963	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾None.

Ronald A. Pearlman 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.


		34

Eaton Vance

Government Obligations Fund

October 31, 2012

Management and Organization — continued


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

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Since 1998	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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

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

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

Susan Schiff 1961	President of the Portfolio	Since 2012	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Vice President and Chief Income Investment Officer 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.

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⁾


		35

Eaton Vance Funds

IMPORTANT NOTICES

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


		36

Investment Adviser of Government Obligations Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Government Obligations Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

LOGO


140-12/12		GOSRC

Eaton Vance

High Income

Opportunities Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

High Income Opportunities Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			18 and 41

Federal Tax Information			19

Management and Organization			42

Important Notices			45

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

The U.S. corporate high-yield bond market generated a positive gain during the 12-month period ended October 31, 2012, as measured by the BofA Merrill Lynch U.S. High Yield Index.² Favorable supply and demand conditions helped drive the advance. Investors who were frustrated by the ultralow yields offered by U.S. government bonds, wary of equity volatility and encouraged by improving macroeconomic developments poured money into high-yield bonds. Accommodative monetary policies from central banks around the world also bolstered investors’ appetite for riskier asset classes such as high-yield securities.

Robust demand easily offset an increase in supply of high-yield bonds. Supply was particularly heavy in early 2012 and later in the period. Refinancings, rather than new bond issuance, accounted for the bulk of the increase in supply, as issuers opportunistically replaced older, more expensive debt at lower prevailing rates and took advantage of strong demand for high-yield bonds.

Credit metrics on U.S. high-yield issuers remained solid, as default rates at the end of the period appeared to have stabilized at about half their longer-term average. Furthermore, overall leverage continued to be relatively low, and balance sheets generally were sound and liquid. Moderate economic growth appeared to be generating enough cash flow to comfortably meet debt service obligations for the most part, but subpar business activity continued to keep company managements cautious and not pursuing overly ambitious plans.

The technical conditions in the high-yield market were the primary drivers of price appreciation throughout much of the past year, largely due to the unprecedented liquidity provision policies of central banks. As a result, high-yield bond mutual fund inflows reached a fast pace by period-end, according to the Investment Company Institute, as bond investors aggressively pursued a quest for yield.

Fund Performance

For the fiscal year ended October 31, 2012, Eaton Vance High Income Opportunities Fund’s (the Fund) Class A shares at net asset value (NAV) had a total return of 12.53%. By comparison, the Fund’s primary benchmark, the BofA Merrill Lynch U.S. High Yield Index (the Index), gained 13.18% during the period.

Given investors’ increasing appetite for risk and yield, CCC-rated⁶ bonds outperformed their BB- and B-rated counterparts. BB-rated securities were the second-best-performing ratings category in the high-yield market, followed by B-rated securities. Although the Fund benefited in relative terms from credit selection in the CCC-rated holdings, its overall underweighting in this top-performing credit tier hampered performance versus the Index during the period. The Fund’s overweight position in BBB-rated holdings was a drag on performance versus the Index as well. On the other hand, credit selection among B-rated and CC-rated holdings aided relative performance versus the Index during the period.

Credit selection in the gaming, health care, building materials and metals/mining sectors benefited the Fund’s performance relative to the Index. Overweight positions in other sectors — namely chemicals and retail — also helped bolster relative results versus the Index, as these segments outperformed the overall market. On the other hand, the Fund’s underweight positions relative to the Index in the homebuilders and financial sectors detracted from relative performance versus the Index, as these sectors outperformed. Credit selection in the telecommunication, paper and automotive sectors was also a drag on performance versus the Index, as the Fund’s holdings in these sectors trailed those in the Index.

The Fund’s duration⁷ of 3.28 years was lower than the Index duration of 3.83 years at period-end, which negatively impacted the Fund’s relative performance versus the Index, as yields fell during the year. An underweight position in the 10+ year duration category also was a drag on performance versus the Index.

The Fund held short-term reserves and senior secured floating-rate loans, both of which lagged the performance of the Index and thereby detracted from performance versus the Index during the period.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Performance^2,3

Portfolio Manager Michael W. Weilheimer, CFA


% Average Annual Total Returns	Inception Date		One Year			Five Years			Ten Years			Since Inception
Class A at NAV		03/11/2004		12.53	%		6.67	%		—			7.14	%
Class A with 4.75% Maximum Sales Charge		—		7.27			5.62			—			6.54
Class B at NAV		08/19/1986		11.94			5.91			9.26	%		—
Class B with 5% Maximum Sales Charge		—		6.94			5.63			9.26			—
Class C at NAV		06/08/1994		11.70			5.91			9.21			—
Class C with 1% Maximum Sales Charge		—		10.70			5.91			9.21			—
Class I at NAV		10/01/2009		13.06			—			—			12.98
BofA Merrill Lynch U.S. High Yield Index		—		13.18	%		9.11	%		10.95	%		—
BofA Merrill Lynch U.S. High Yield Constrained Index		—		13.15			9.26			10.93			—


% Total Annual Operating Expense Ratios⁴			Class A			Class B			Class C			Class I
				0.99	%		1.74	%		1.74	%		0.74	%

Performance of $10,000

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

LOGO


Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Class A	$10,000	03/11/2004	$18,151	$17,291
Class B	$10,000	10/31/2002	$24,262	N.A.
Class I	$250,000	10/01/2009	$364,375	N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Fund Profile⁵

LOGO

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Endnotes and Additional Disclosures

BofA Merrill Lynch U.S. High Yield Index is an unmanaged index of below-investment grade U.S. corporate bonds. BofA Merrill Lynch U.S. High Yield Constrained Index is an unmanaged index of below-investment grade U.S. corporate bonds, with issuer exposure capped at 2%. BofA Merrill Lynch^® indices not for redistribution or other uses; provided “as is”, without warranties, and with no liability. Eaton Vance has prepared this report, BofAML does not endorse it, or guarantee, review, or endorse Eaton Vance’s products. 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.

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

⁷	Duration is a measure of the expected change in price of a bond — in percentage terms — given a one percent change in interest rates, all else being constant. Securities with lower durations tend to be less sensitive to interest-rate changes.

Fund profile subject to change due to active management.


		5

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)		Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	1,053.20	$	4.75		0.92	%
Class B	$	1,000.00	$	1,051.60	$	8.66		1.68	%
Class C	$	1,000.00	$	1,049.30	$	8.60		1.67	%
Class I	$	1,000.00	$	1,056.80	$	3.46		0.67	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,020.50	$	4.67		0.92	%
Class B	$	1,000.00	$	1,016.70	$	8.52		1.68	%
Class C	$	1,000.00	$	1,016.70	$	8.47		1.67	%
Class I	$	1,000.00	$	1,021.80	$	3.41		0.67	%


		6

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investment in High Income Opportunities Portfolio, at value (identified cost, $470,946,208)	$	490,297,634
Receivable for Fund shares sold		200,590
Total assets	$	490,498,224

Liabilities
Payable for Fund shares redeemed	$	1,432,162
Distributions payable		830,810
Payable to affiliates:
Distribution and service fees		187,948
Trustees’ fees		42
Accrued expenses		129,747
Total liabilities	$	2,580,709
Net Assets	$	487,917,515

Sources of Net Assets
Paid-in capital	$	575,574,568
Accumulated net realized loss from Portfolio		(107,676,626	)
Accumulated undistributed net investment income		668,147
Net unrealized appreciation from Portfolio		19,351,426
Total	$	487,917,515

Class A Shares
Net Assets	$	260,870,945
Shares Outstanding		58,057,498
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	4.49
Maximum Offering Price Per Share
(100 ÷ 95.25 of net asset value per share)	$	4.71

Class B Shares
Net Assets	$	31,171,218
Shares Outstanding		6,925,824
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	4.50

Class C Shares
Net Assets	$	124,389,891
Shares Outstanding		27,681,782
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	4.49

Class I Shares
Net Assets	$	71,485,461
Shares Outstanding		15,891,189
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	4.50

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

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


		7		See Notes to Financial Statements.

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest and other income allocated from Portfolio	$	36,310,379
Dividends allocated from Portfolio (net of foreign taxes, $10,087)		462,684
Expenses allocated from Portfolio		(2,722,100	)
Total investment income from Portfolio	$	34,050,963

Expenses
Distribution and service fees
Class A	$	621,316
Class B		359,521
Class C		1,223,439
Trustees’ fees and expenses		500
Custodian fee		38,149
Transfer and dividend disbursing agent fees		370,580
Legal and accounting services		28,575
Printing and postage		62,938
Registration fees		60,182
Miscellaneous		14,943
Total expenses	$	2,780,143

Net investment income	$	31,270,820

Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	88,033
Swap contracts		(15,963	)
Net realized gain	$	72,070
Change in unrealized appreciation (depreciation) —
Investments	$	24,547,844
Swap contracts		718,123
Net change in unrealized appreciation (depreciation)	$	25,265,967

Net realized and unrealized gain	$	25,338,037

Net increase in net assets from operations	$	56,608,857


		8		See Notes to Financial Statements.

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	31,270,820		$	34,996,777
Net realized gain (loss) from investment transactions, securities sold short and swap contracts		72,070			(20,068,531	)
Net change in unrealized appreciation (depreciation) from investments and swap contracts		25,265,967			11,323,039
Net increase in net assets from operations	$	56,608,857		$	26,251,285
Distributions to shareholders —
From net investment income
Class A	$	(17,518,977	)	$	(19,463,539	)
Class B		(2,274,715	)		(3,427,871	)
Class C		(7,719,945	)		(8,807,118	)
Class I		(5,338,766	)		(5,176,910	)
Total distributions to shareholders	$	(32,852,403	)	$	(36,875,438	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	39,619,688		$	31,008,217
Class B		1,751,750			6,334,162
Class C		15,947,416			19,582,302
Class I		16,339,257			32,545,106
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		13,314,776			12,585,386
Class B		1,780,478			2,030,003
Class C		5,297,845			4,880,818
Class I		1,064,608			634,836
Cost of shares redeemed
Class A		(50,986,784	)		(78,054,425	)
Class B		(6,751,065	)		(10,005,394	)
Class C		(23,983,977	)		(25,761,310	)
Class I		(23,144,333	)		(16,930,195	)
Net asset value of shares exchanged
Class A		8,242,374			13,763,905
Class B		(8,242,374	)		(13,763,905	)
Redemption fees		—			11,566
Net decrease in net assets from Fund share transactions	$	(9,750,341	)	$	(21,138,928	)

Net increase (decrease) in net assets	$	14,006,113		$	(31,763,081	)

Net Assets
At beginning of year	$	473,911,402		$	505,674,483
At end of year	$	487,917,515		$	473,911,402

Accumulated undistributed net investment income included in net assets
At end of year	$	668,147		$	843,056


		9		See Notes to Financial Statements.

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Financial Highlights


	Class A
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	4.280		$	4.370		$	4.020		$	3.310		$	5.130

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.293		$	0.320		$	0.346		$	0.365		$	0.419
Net realized and unrealized gain (loss)		0.224			(0.074	)		0.385			0.763			(1.823	)

Total income (loss) from operations	$	0.517		$	0.246		$	0.731		$	1.128		$	(1.404	)

Less Distributions
From net investment income	$	(0.307	)	$	(0.336	)	$	(0.381	)	$	(0.418	)	$	(0.416	)
Tax return of capital		—			—			—			—			(0.000	)⁽²⁾

Total distributions	$	(0.307	)	$	(0.336	)	$	(0.381	)	$	(0.418	)	$	(0.416	)

Redemption fees⁽¹⁾	$	—		$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾

Net asset value — End of year	$	4.490		$	4.280		$	4.370		$	4.020		$	3.310

Total Return⁽³⁾		12.53	%		5.73	%		19.05	%		37.83	%		(29.26	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	260,871		$	238,331		$	264,259		$	238,485		$	161,603
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		0.94	%		0.99	%		1.04	%		1.27	%		1.11	%
Net investment income		6.72	%		7.32	%		8.30	%		10.93	%		9.06	%
Portfolio Turnover of the Portfolio		76	%		78	%		79	%		72	%		48	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Amount is less than $0.0005.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		10		See Notes to Financial Statements.

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Financial Highlights — continued


	Class B
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	4.280		$	4.380		$	4.030		$	3.300		$	5.120

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.262		$	0.289		$	0.316		$	0.345		$	0.383
Net realized and unrealized gain (loss)		0.233			(0.085	)		0.385			0.773			(1.826	)

Total income (loss) from operations	$	0.495		$	0.204		$	0.701		$	1.118		$	(1.443	)

Less Distributions
From net investment income	$	(0.275	)	$	(0.304	)	$	(0.351	)	$	(0.388	)	$	(0.377	)
Tax return of capital		—			—			—			—			(0.000	)⁽²⁾

Total distributions	$	(0.275	)	$	(0.304	)	$	(0.351	)	$	(0.388	)	$	(0.377	)

Redemption fees⁽¹⁾	$	—		$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾

Net asset value — End of year	$	4.500		$	4.280		$	4.380		$	4.030		$	3.300

Total Return⁽³⁾		11.94	%		4.71	%		18.17	%		37.31	%		(29.93	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	31,171		$	40,913		$	57,156		$	72,245		$	89,480
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.69	%		1.74	%		1.79	%		2.02	%		1.86	%
Net investment income		6.01	%		6.58	%		7.58	%		10.56	%		8.23	%
Portfolio Turnover of the Portfolio		76	%		78	%		79	%		72	%		48	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Amount is less than $0.0005.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		11		See Notes to Financial Statements.

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	4.280		$	4.370		$	4.020		$	3.300		$	5.110

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.261		$	0.287		$	0.315		$	0.341		$	0.383
Net realized and unrealized gain (loss)		0.224			(0.073	)		0.386			0.767			(1.816	)

Total income (loss) from operations	$	0.485		$	0.214		$	0.701		$	1.108		$	(1.433	)

Less Distributions
From net investment income	$	(0.275	)	$	(0.304	)	$	(0.351	)	$	(0.388	)	$	(0.377	)
Tax return of capital		—			—			—			—			(0.000	)⁽²⁾

Total distributions	$	(0.275	)	$	(0.304	)	$	(0.351	)	$	(0.388	)	$	(0.377	)

Redemption fees⁽¹⁾	$	—		$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾	$	0.000	⁽²⁾

Net asset value — End of year	$	4.490		$	4.280		$	4.370		$	4.020		$	3.300

Total Return⁽³⁾		11.70	%		4.96	%		18.21	%		36.97	%		(29.79	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	124,390		$	121,128		$	125,403		$	115,927		$	89,841
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.69	%		1.74	%		1.79	%		2.02	%		1.86	%
Net investment income		5.97	%		6.56	%		7.55	%		10.26	%		8.28	%
Portfolio Turnover of the Portfolio		76	%		78	%		79	%		72	%		48	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Amount is less than $0.0005.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		12		See Notes to Financial Statements.

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31,									Period Ended October 31, 2009⁽¹⁾
	2012			2011			2010			Period Ended October 31, 2009⁽¹⁾
Net asset value — Beginning of period	$	4.280		$	4.380		$	4.020		$	3.980

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.304		$	0.331		$	0.353		$	0.019
Net realized and unrealized gain (loss)		0.234			(0.083	)		0.398			0.057

Total income from operations	$	0.538		$	0.248		$	0.751		$	0.076

Less Distributions
From net investment income	$	(0.318	)	$	(0.348	)	$	(0.391	)	$	(0.036	)

Total distributions	$	(0.318	)	$	(0.348	)	$	(0.391	)	$	(0.036	)

Redemption fees⁽²⁾	$	—		$	0.000	⁽³⁾	$	0.000	⁽³⁾	$	—

Net asset value — End of period	$	4.500		$	4.280		$	4.380		$	4.020

Total Return⁽⁴⁾		13.06	%		5.76	%		19.60	%		1.92	%⁽⁵⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	71,485		$	73,540		$	58,856		$	1,099
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		0.69	%		0.74	%		0.79	%		1.02	%⁽⁸⁾
Net investment income		6.98	%		7.55	%		8.43	%		11.17	%⁽⁸⁾
Portfolio Turnover of the Portfolio		76	%		78	%		79	%		72	%⁽⁹⁾

⁽¹⁾	For the period from the start of business, October 1, 2009, to October 31, 2009.

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Amount is less than $0.0005.

⁽⁴⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁵⁾	Not annualized.

⁽⁶⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁷⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁸⁾	Annualized.

⁽⁹⁾	For the Portfolio’s fiscal year ended October 31, 2009.


		13		See Notes to Financial Statements.

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance High Income Opportunities Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Beginning January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in High Income Opportunities Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objectives and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (51.8% at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

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

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

C Federal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. At October 31, 2012, the Fund, for federal income tax purposes, had a capital loss carryforward of $93,299,806 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2016 ($32,861,134), October 31, 2017 ($42,283,452) and October 31, 2019 ($18,155,220). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2012.

During the year ended October 31, 2012, a capital loss carryforward of $306,790 was utilized to offset net realized gains by the Fund.


		14

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Notes to Financial Statements — continued

H Redemption Fees — Prior to January 1, 2011 and upon the redemption or exchange of shares by Class A and Class I shareholders within 90 days of the settlement of purchase, a fee of 1% of the current net asset value of these shares was assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee was accounted for as an addition to paid-in capital. Effective January 1, 2011, Class A and Class I shares are no longer subject to a redemption fee.

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

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Ordinary income	$	32,852,403	$	36,875,438

During the year ended October 31, 2012, accumulated undistributed net investment income was increased by $1,406,674 and accumulated net realized loss was increased by $1,406,674 due to differences between book and tax accounting, primarily for swap contracts, premium amortization, investments in partnerships, paydown gain (loss) and defaulted bond interest. These reclassifications had no effect on the net assets or net assets value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	2,318,325
Capital loss carryforward	$	(93,299,806	)
Net unrealized appreciation	$	4,155,238
Other temporary differences	$	(830,810	)

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

3 Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator to the Fund, but receives no compensation. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $23,944 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $79,901 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. 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).


		15

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Notes to Financial Statements — continued

4 Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class A Plan, the Fund pays EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2012 amounted to $621,316 for Class A shares. The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class B and Class C Plans, the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 5% and 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, respectively, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2012, the Fund paid or accrued to EVD $269,641 and $917,579 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2012, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $25,319,000 and $55,301,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $89,880 and $305,860 for Class B and Class C shares, respectively.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $1,000, $49,000 and $7,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investment in the Portfolio aggregated $23,262,115 and $69,212,131, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2012			2011

Sales		9,082,559			7,071,920
Issued to shareholders electing to receive payments of distributions in Fund shares		3,046,077			2,876,910
Redemptions		(11,675,224	)		(17,782,503	)
Exchange from Class B shares		1,888,923			3,134,854

Net increase (decrease)		2,342,335			(4,698,819	)


		16

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Notes to Financial Statements — continued


	Year Ended October 31,
Class B	2012			2011

Sales		406,148			1,449,362
Issued to shareholders electing to receive payments of distributions in Fund shares		407,510			463,285
Redemptions		(1,550,820	)		(2,281,816	)
Exchange to Class A shares		(1,885,762	)		(3,128,458	)

Net decrease		(2,622,924	)		(3,497,627	)


	Year Ended October 31,
Class C	2012			2011

Sales		3,665,647			4,443,358
Issued to shareholders electing to receive payments of distributions in Fund shares		1,212,546			1,116,773
Redemptions		(5,510,279	)		(5,911,865	)

Net decrease		(632,086	)		(351,734	)


	Year Ended October 31,
Class I	2012			2011

Sales		3,766,084			7,428,164
Issued to shareholders electing to receive payments of distributions in Fund shares		242,897			145,854
Redemptions		(5,293,124	)		(3,836,757	)

Net increase (decrease)		(1,284,143	)		3,737,261

For the year ended October 31, 2011, the Fund received $11,566 in redemption fees.

At October 31, 2012, pooled income funds (established and maintained by a public charity) managed by EVM owned 10% of the value of the outstanding shares of the Fund.


		17

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Eaton Vance High Income Opportunities Fund (“the Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance High Income Opportunities Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 20, 2012


		18

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Federal Tax Information (Unaudited)


		19

High Income Opportunities Portfolio

October 31, 2012

Portfolio of Investments


Corporate Bonds & Notes — 84.1%


Security	Principal Amount (000’s omitted)		Value


Aerospace — 0.4%
Alliant Techsystems, Inc., Sr. Sub. Notes, 6.875%, 9/15/20	$	690	$	759,000
Huntington Ingalls Industries, Inc., Sr. Notes, 6.875%, 3/15/18		770		835,450
Huntington Ingalls Industries, Inc., Sr. Notes, 7.125%, 3/15/21		80		86,400
TransDigm, Inc., Sr. Sub. Notes, 7.75%, 12/15/18		2,230		2,469,725

			$	4,150,575


Automotive & Auto Parts — 2.3%
Affinia Group, Inc., Sr. Notes, 10.75%, 8/15/16⁽¹⁾	$	1,132	$	1,228,220
American Axle & Manufacturing, Inc., Sr. Notes, 9.25%, 1/15/17⁽¹⁾		3,072		3,452,160
Chrysler Group, LLC, 8.25%, 6/15/21		1,815		1,948,856
Continental Rubber of America Corp., Sr. Notes, 4.50%, 9/15/19⁽¹⁾		2,920		2,990,080
Ford Motor Credit Co., LLC, Sr. Notes, 8.125%, 1/15/20		1,380		1,757,887
Ford Motor Credit Co., LLC, Sr. Notes, 12.00%, 5/15/15		1,305		1,618,200
General Motors Financial Co., Inc., Sr. Notes, 4.75%, 8/15/17⁽¹⁾		1,575		1,613,581
General Motors Financial Co., Inc., Sr. Notes, 6.75%, 6/1/18		1,375		1,525,538
Meritor, Inc., Sr. Notes, 10.625%, 3/15/18		1,005		1,018,819
Tower Automotive Holdings USA, LLC/TA Holding Finance, Inc., Sr. Notes, 10.625%, 9/1/17⁽¹⁾		2,706		2,952,922
Visteon Corp., Sr. Notes, 6.75%, 4/15/19		1,345		1,390,394

			$	21,496,657


Banks and Thrifts — 1.7%
Ally Financial, Inc., Sr. Notes, 0.00%, 6/15/15	$	1,710	$	1,547,550
Ally Financial, Inc., Sr. Notes, 2.618%, 12/1/14⁽²⁾		720		711,891
Ally Financial, Inc., Sr. Notes, 4.625%, 6/26/15		3,610		3,752,386
Ally Financial, Inc., Sr. Notes, 5.50%, 2/15/17		1,200		1,270,583
Ally Financial, Inc., Sr. Notes, 6.25%, 12/1/17		4,075		4,488,865
Ally Financial, Inc., Sr. Notes, 8.00%, 11/1/31		3,955		4,726,225

			$	16,497,500


Broadcasting — 0.4%
AMC Networks, Inc., Sr. Notes, 7.75%, 7/15/21	$	1,100	$	1,251,250
Crown Media Holdings, Inc., Sr. Notes, 10.50%, 7/15/19		945		1,070,213
Starz, LLC/Starz Finance Corp., Sr. Notes, 5.00%, 9/15/19⁽¹⁾		1,475		1,515,562

			$	3,837,025


Security	Principal Amount (000’s omitted)		Value


Building Materials — 1.1%
HD Supply, Inc., Sr. Notes, 8.125%, 4/15/19⁽¹⁾	$	815	$	898,538
Interface, Inc., Sr. Notes, 7.625%, 12/1/18		1,265		1,374,106
Isabelle Acquisition Sub, Inc., Sr. Notes, 10.00%, 11/15/18⁽¹⁾⁽³⁾		2,930		3,168,063
Nortek, Inc., Sr. Notes, 8.50%, 4/15/21⁽¹⁾		2,240		2,408,000
Nortek, Inc., Sr. Notes, 8.50%, 4/15/21		765		826,200
Nortek, Inc., Sr. Notes, 10.00%, 12/1/18		1,815		2,021,456

			$	10,696,363


Cable / Satellite TV — 2.3%
Cablevision Systems Corp., Sr. Notes, 7.75%, 4/15/18	$	790	$	881,838
CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 5.25%, 9/30/22		4,185		4,226,850
CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 7.00%, 1/15/19		420		453,600
CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 7.875%, 4/30/18		1,180		1,280,300
CCO Holdings, LLC/CCO Capital Corp., Sr. Notes, 8.125%, 4/30/20		125		141,250
Cequel Communications Escrow I, LLC/Cequel Communications Escrow Capital Corp., Sr. Notes, 6.375%, 9/15/20⁽¹⁾		1,735		1,765,362
CSC Holdings, LLC, Sr. Notes, 6.75%, 11/15/21⁽¹⁾		7,520		8,403,600
UPCB Finance V, Ltd., Sr. Notes, 7.25%, 11/15/21⁽¹⁾		170		187,850
UPCB Finance VI, Ltd., Sr. Notes, 6.875%, 1/15/22⁽¹⁾		1,875		2,015,625
Virgin Media Finance PLC, Sr. Notes, 4.875%, 2/15/22		1,935		1,964,025

			$	21,320,300


Capital Goods — 1.2%
American Railcar Industry, Sr. Notes, 7.50%, 3/1/14	$	1,031	$	1,046,465
Amsted Industries, Inc., Sr. Notes, 8.125%, 3/15/18⁽¹⁾		2,890		3,121,200
Belden, Inc., Sr. Sub. Notes, 5.50%, 9/1/22⁽¹⁾		1,050		1,073,625
CNH Capital, LLC, Sr. Notes, 6.25%, 11/1/16⁽¹⁾		1,910		2,072,350
General Cable Corp., Sr. Notes, 5.75%, 10/1/22⁽¹⁾		1,695		1,733,137
Manitowoc Co., Inc. (The), Sr. Notes, 5.875%, 10/15/22		1,455		1,462,275
SPL Logistics Escrow, LLC/SPL Logistics Finance Corp., Sr. Notes, 8.875%, 8/1/20⁽¹⁾		1,015		1,083,513

			$	11,592,565


Chemicals — 3.0%
Ashland, Inc., Sr. Notes, 4.75%, 8/15/22⁽¹⁾	$	745	$	763,625
Celanese US Holdings, LLC, Sr. Notes, 5.875%, 6/15/21		960		1,070,400
Celanese US Holdings, LLC, Sr. Notes, 6.625%, 10/15/18		805		881,475
Chemtura Corp., Sr. Notes, 7.875%, 9/1/18		1,855		1,952,388
Ineos Finance PLC, Sr. Notes, 8.375%, 2/15/19⁽¹⁾		3,690		3,888,337


		20		See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Principal Amount (000’s omitted)		Value


Chemicals (continued)
Kraton Polymers, LLC, Sr. Notes, 6.75%, 3/1/19	$	905	$	936,675
LyondellBasell Industries N.V., Sr. Notes, 5.00%, 4/15/19		4,740		5,154,750
LyondellBasell Industries N.V., Sr. Notes, 5.75%, 4/15/24		4,125		4,795,312
NOVA Chemicals Corp., Sr. Notes, 8.375%, 11/1/16		1,610		1,781,063
PolyOne Corp., Sr. Notes, 7.375%, 9/15/20		535		579,138
Polypore International, Inc., Sr. Notes, 7.50%, 11/15/17		660		716,100
Rockwood Specialties Group, Inc., Sr. Notes, 4.625%, 10/15/20		2,825		2,920,344
Taminco Global Chemical Corp., Sr. Sub. Notes, 9.75%, 3/31/20⁽¹⁾		515		561,350
Tronox Finance, LLC, Sr. Notes, 6.375%, 8/15/20⁽¹⁾		2,345		2,347,931

			$	28,348,888


Consumer Products — 1.4%
Libbey Glass, Inc., Sr. Notes, 6.875%, 5/15/20⁽¹⁾	$	765	$	818,550
Mead Products, LLC/ACCO Brands Corp., Sr. Notes, 6.75%, 4/30/20⁽¹⁾		2,745		2,817,056
Radio Systems Corp., Sr. Notes, 8.375%, 11/1/19⁽¹⁾		1,365		1,395,713
Revlon Consumer Products Corp., 9.75%, 11/15/15		3,560		3,769,150
Scotts Miracle-Gro Co. (The), Sr. Notes, 7.25%, 1/15/18		550		596,063
Serta Simmons Holdings, LLC, Sr. Notes, 8.125%, 10/1/20⁽¹⁾		1,750		1,774,062
Spectrum Brands, Inc., Sr. Notes, 9.50%, 6/15/18⁽¹⁾		1,015		1,152,025
Wolverine World Wide, Inc., Sr. Notes, 6.125%, 10/15/20⁽¹⁾		900		941,625

			$	13,264,244


Containers — 1.8%
Ball Corp., Sr. Notes, 5.00%, 3/15/22	$	1,165	$	1,234,900
BOE Merger Corp., Sr. Notes, 9.50%, 11/1/17⁽¹⁾⁽³⁾		1,400		1,403,500
BWAY Holding Co., Sr. Notes, 10.00%, 6/15/18		550		613,250
Reynolds Group Holdings, Inc., Sr. Notes, 6.875%, 2/15/21		3,905		4,168,587
Reynolds Group Holdings, Inc., Sr. Notes, 7.125%, 4/15/19		2,290		2,450,300
Reynolds Group Holdings, Inc., Sr. Notes, 7.875%, 8/15/19		1,145		1,248,050
Reynolds Group Holdings, Inc., Sr. Notes, 9.00%, 4/15/19		815		829,263
Reynolds Group Holdings, Inc., Sr. Notes, 9.875%, 8/15/19		1,850		1,947,125
Sealed Air Corp., Sr. Notes, 8.375%, 9/15/21⁽¹⁾		2,595		2,867,475

			$	16,762,450


Security	Principal Amount (000’s omitted)		Value


Diversified Financial Services — 2.6%
Alliance Data Systems Corp., Sr. Notes, 6.375%, 4/1/20⁽¹⁾	$	1,155	$	1,231,519
AWAS Aviation Capital, Ltd., Sr. Notes, 7.00%, 10/17/16⁽¹⁾		2,105		2,252,179
CIT Group, Inc., Sr. Notes, 5.00%, 8/15/22		455		473,298
CIT Group, Inc., Sr. Notes, 5.25%, 3/15/18		605		645,838
CIT Group, Inc., Sr. Notes, 5.375%, 5/15/20		230		246,675
CIT Group, Inc., Sr. Notes, 5.50%, 2/15/19⁽¹⁾		1,020		1,092,675
E*TRADE Financial Corp., Sr. Notes, 12.50%, 11/30/17		3,740		4,254,250
International Lease Finance Corp., Sr. Notes, 6.25%, 5/15/19		1,735		1,877,367
International Lease Finance Corp., Sr. Notes, 8.25%, 12/15/20		1,565		1,848,656
International Lease Finance Corp., Sr. Notes, 8.625%, 1/15/22		1,815		2,202,956
International Lease Finance Corp., Sr. Notes, 8.75%, 3/15/17		1,230		1,442,360
Neuberger Berman Group, LLC/Neuberger Berman Finance Corp., Sr. Notes, 5.625%, 3/15/20⁽¹⁾		4,090		4,314,950
Nuveen Investments, Inc., Sr. Notes, 9.50%, 10/15/20⁽¹⁾		2,855		2,890,687

			$	24,773,410


Diversified Media — 3.1%
Catalina Marketing Corp., Sr. Notes, 10.50%, 10/1/15⁽¹⁾⁽³⁾	$	4,135	$	4,186,687
Catalina Marketing Corp., Sr. Sub. Notes, 11.625%, 10/1/17⁽¹⁾		3,090		3,012,750
Clear Channel Worldwide Holdings, Inc., Sr. Notes, 9.25%, 12/15/17		1,515		1,628,625
Clear Channel Worldwide Holdings, Inc., Series A, Sr. Sub. Notes, 7.625%, 3/15/20		445		421,638
LBI Media, Inc., Sr. Notes, 9.25%, 4/15/19⁽¹⁾		1,860		1,776,300
LBI Media, Inc., Sr. Notes, 11.00%, 10/15/13		1,080		297,000
Logo Merger Sub Corp., Sr. Notes, 8.375%, 10/15/20⁽¹⁾		1,845		1,881,900
MDC Partners, Inc., Sr. Notes, 11.00%, 11/1/16		2,755		3,016,725
National CineMedia, LLC, Sr. Notes, 6.00%, 4/15/22⁽¹⁾		1,215		1,287,900
Nielsen Finance, LLC, Sr. Notes, 4.50%, 10/1/20⁽¹⁾		2,825		2,825,000
Nielsen Finance, LLC, Sr. Notes, 11.625%, 2/1/14		78		88,140
WMG Acquisition Corp., Sr. Notes, 6.00%, 1/15/21⁽¹⁾		1,140		1,148,550
WMG Acquisition Corp., Sr. Notes, 9.50%, 6/15/16		2,990		3,307,687
WMG Acquisition Corp., Sr. Notes, 9.50%, 6/15/16		600		662,250
WMG Acquisition Corp., Sr. Notes, 11.50%, 10/1/18		3,710		4,201,575

			$	29,742,727


		21		See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Principal Amount (000’s omitted)		Value


Energy — 13.0%
AmeriGas Finance LLC/AmeriGas Finance Corp., Sr. Notes, 6.75%, 5/20/20	$	2,405	$	2,597,400
AmeriGas Finance LLC/AmeriGas Finance Corp., Sr. Notes, 7.00%, 5/20/22		3,005		3,279,206
AmeriGas Partners LP/AmeriGas Finance Corp., Sr. Notes, 6.25%, 8/20/19		1,260		1,329,300
Atwood Oceanics, Inc., Sr. Notes, 6.50%, 2/1/20		1,205		1,301,400
Berry Petroleum Co., Sr. Notes, 6.375%, 9/15/22		3,185		3,336,287
Bristow Group, Inc., Sr. Notes, 6.25%, 10/15/22		1,775		1,863,750
Calfrac Holdings, LP, Sr. Notes, 7.50%, 12/1/20⁽¹⁾		825		820,875
Chesapeake Energy Corp., Sr. Notes, 6.125%, 2/15/21		1,455		1,480,463
Chesapeake Oilfield Operating, LLC/Chesapeake Oilfield Finance, Inc., Sr. Notes, 6.625%, 11/15/19⁽¹⁾		1,025		981,438
Concho Resources, Inc., Sr. Notes, 5.50%, 4/1/23		1,765		1,857,662
Concho Resources, Inc., Sr. Notes, 6.50%, 1/15/22		1,340		1,477,350
Concho Resources, Inc., Sr. Notes, 7.00%, 1/15/21		1,585		1,767,275
Continental Resources, Inc., Sr. Notes, 5.00%, 9/15/22⁽¹⁾		6,160		6,506,500
Continental Resources, Inc., Sr. Notes, 5.00%, 9/15/22		1,940		2,051,550
Continental Resources, Inc., Sr. Notes, 7.125%, 4/1/21		670		757,100
CVR Refining, LLC/Coffeyville Finance, Inc., Sr. Notes, 6.50%, 11/1/22⁽¹⁾		2,775		2,726,437
Denbury Resources, Inc., Sr. Sub. Notes, 8.25%, 2/15/20		1,639		1,864,362
Denbury Resources, Inc., Sr. Sub. Notes, 9.75%, 3/1/16		3,050		3,263,500
EP Energy, LLC/EP Energy Finance, Inc., Sr. Notes, 6.875%, 5/1/19⁽¹⁾		3,950		4,285,750
EP Energy, LLC/EP Energy Finance, Inc., Sr. Notes, 9.375%, 5/1/20⁽¹⁾		2,880		3,196,800
EP Energy, LLC/Everest Acquisition Finance, Inc., Sr. Notes, 7.75%, 9/1/22⁽¹⁾		795		826,800
EPL Oil & Gas, Inc., Sr. Notes, 8.25%, 2/15/18⁽¹⁾		1,690		1,681,550
Forest Oil Corp., Sr. Notes, 7.50%, 9/15/20⁽¹⁾		2,255		2,311,375
Frontier Oil Corp., Sr. Notes, 6.875%, 11/15/18		530		567,100
FTS International Services, LLC/FTS International Bonds, Inc., Sr. Notes, 8.125%, 11/15/18⁽¹⁾		2,908		3,053,400
Halcon Resources Corp., Sr. Notes, 8.875%, 5/15/21⁽¹⁾		1,125		1,143,281
Halcon Resources Corp., Sr. Notes, 9.75%, 7/15/20⁽¹⁾		2,155		2,284,300
Harvest Operations Corp., Sr. Notes, 6.875%, 10/1/17		800		880,000
Holly Corp., Sr. Notes, 9.875%, 6/15/17		1,710		1,872,450
Holly Energy Partners LP/Holly Energy Finance Corp., Sr. Notes, 6.50%, 3/1/20⁽¹⁾		575		606,625
Kodiak Oil & Gas Corp., Sr. Notes, 8.125%, 12/1/19⁽¹⁾		3,420		3,744,900
Laredo Petroleum, Inc., Sr. Notes, 7.375%, 5/1/22		2,030		2,222,850
MEG Energy Corp., Sr. Notes, 6.375%, 1/30/23⁽¹⁾		2,190		2,354,250
Newfield Exploration Co., Sr. Notes, 5.625%, 7/1/24		2,585		2,765,950
Oasis Petroleum, Inc., Sr. Notes, 6.50%, 11/1/21		890		945,625
Oasis Petroleum, Inc., Sr. Notes, 6.875%, 1/15/23		2,920		3,109,800


Security	Principal Amount (000’s omitted)		Value


Energy (continued)
Offshore Group Investment, Ltd., Sr. Notes, 7.50%, 11/1/19⁽¹⁾	$	2,240	$	2,217,600
OGX Austria GmbH, Sr. Notes, 8.50%, 6/1/18⁽¹⁾		1,785		1,566,338
Oil States International, Inc., Sr. Notes, 6.50%, 6/1/19		1,665		1,777,388
PBF Holding Co., LLC/PBF Finance Corp., Sr. Notes, 8.25%, 2/15/20⁽¹⁾		115		121,325
PetroBakken Energy, Ltd., Sr. Notes, 8.625%, 2/1/20⁽¹⁾		1,640		1,681,000
Petroleum Development Corp., Sr. Notes, 12.00%, 2/15/18		1,570		1,717,148
Plains Exploration & Production Co., Sr. Notes, 6.875%, 2/15/23		4,495		4,495,000
Precision Drilling Corp., Sr. Notes, 6.50%, 12/15/21		2,210		2,348,125
Precision Drilling Corp., Sr. Notes, 6.625%, 11/15/20		1,000		1,075,000
QEP Resources, Inc., Sr. Notes, 5.25%, 5/1/23		1,685		1,765,038
Range Resources Corp., Sr. Sub. Notes, 6.75%, 8/1/20		1,580		1,749,850
Rosetta Resources, Inc., Sr. Notes, 9.50%, 4/15/18		1,015		1,125,381
Sabine Pass LNG, LP, Sr. Notes, 6.50%, 11/1/20⁽¹⁾		2,260		2,313,675
Seadrill, Ltd., Sr. Notes, 5.625%, 9/15/17⁽¹⁾		5,920		5,949,600
SESI, LLC, Sr. Notes, 6.375%, 5/1/19		3,445		3,703,375
SESI, LLC, Sr. Notes, 6.875%, 6/1/14		350		350,655
SM Energy Co., Sr. Notes, 6.50%, 1/1/23		1,685		1,769,250
Tesoro Corp., Sr. Notes, 5.375%, 10/1/22		2,255		2,362,112
Venoco, Inc., Sr. Notes, 8.875%, 2/15/19		3,745		3,314,325
Venoco, Inc., Sr. Notes, 11.50%, 10/1/17		540		548,100
WPX Energy, Inc., Sr. Notes, 5.25%, 1/15/17		715		766,838
WPX Energy, Inc., Sr. Notes, 6.00%, 1/15/22		3,160		3,397,000

			$	123,228,784


Entertainment / Film — 0.5%
Cinemark USA, Inc., Sr. Sub. Notes, 7.375%, 6/15/21	$	695	$	769,713
NAI Entertainment Holdings, LLC, Sr. Notes, 8.25%, 12/15/17⁽¹⁾		743		830,302
Regal Cinemas Corp., Sr. Notes, 8.625%, 7/15/19		545		602,225
Regal Entertainment Group, Sr. Notes, 9.125%, 8/15/18		2,190		2,441,850

			$	4,644,090


Environmental — 0.5%
ADS Waste Holdings, Inc., Sr. Notes, 8.25%, 10/1/20⁽¹⁾	$	1,145	$	1,187,937
Casella Waste Systems, Inc., Sr. Sub. Notes, 7.75%, 2/15/19		195		192,075
Clean Harbors, Inc., Sr. Notes, 5.25%, 8/1/20⁽¹⁾		1,085		1,117,550
Covanta Holding Corp., Sr. Notes, 6.375%, 10/1/22		1,970		2,152,761

			$	4,650,323


		22		See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Principal Amount (000’s omitted)		Value


Food / Beverage / Tobacco — 2.0%
Alphabet Holding Co., Inc., Sr. Notes, 7.75%, 11/1/17⁽¹⁾⁽³⁾	$	2,810	$	2,841,612
ASG Consolidated, LLC/ASG Finance, Inc., Sr. Notes, 15.00%, 5/15/17⁽¹⁾⁽³⁾		2,157		1,754,166
ASG Consolidated, LLC/ASG Finance, Inc., Sr. Sub. Notes, 10.75%, 5/15/16⁽¹⁾		4,800		4,908,000
Constellation Brands, Inc., Sr. Notes, 4.625%, 3/1/23		1,580		1,617,525
Constellation Brands, Inc., Sr. Notes, 6.00%, 5/1/22		1,445		1,647,300
Innovation Ventures LLC/Innovation Ventures Finance Corp., Sr. Notes, 9.50%, 8/15/19⁽¹⁾		1,130		1,086,213
Michael Foods Group, Inc., Sr. Notes, 9.75%, 7/15/18		2,695		3,011,662
Smithfield Foods, Inc., Sr. Notes, 6.625%, 8/15/22		2,155		2,262,750

			$	19,129,228


Gaming — 4.8%
Boyd Acquisition Sub, LLC/Boyd Acquisition Finance Corp., Sr. Notes, 8.375%, 2/15/18⁽¹⁾	$	1,065	$	1,094,288
Buffalo Thunder Development Authority, Sr. Notes, 9.375%, 12/15/14⁽¹⁾⁽⁴⁾		5,755		2,071,800
Caesars Entertainment Operating Co., Inc., 12.75%, 4/15/18		1,080		788,400
Caesars Entertainment Operating Co., Inc., Sr. Notes, 5.375%, 12/15/13		550		528,688
Caesars Entertainment Operating Co., Inc., Sr. Notes, 5.625%, 6/1/15		7,170		5,951,100
Caesars Entertainment Operating Co., Inc., Sr. Notes, 8.50%, 2/15/20⁽¹⁾		3,695		3,639,575
Caesars Entertainment Operating Co., Inc., Sr. Notes, 11.25%, 6/1/17		2,375		2,582,812
Inn of the Mountain Gods Resort & Casino, Sr. Notes, 8.75%, 11/30/20⁽¹⁾		679		666,269
Mandalay Resort Group, Sr. Sub. Notes, 7.625%, 7/15/13		855		882,788
MCE Finance, Ltd., Sr. Notes, 10.25%, 5/15/18		2,100		2,404,500
MGM Resorts International, Sr. Notes, 5.875%, 2/27/14		2,110		2,194,400
MGM Resorts International, Sr. Notes, 7.75%, 3/15/22		2,820		2,929,275
MGM Resorts International, Sr. Notes, 9.00%, 3/15/20		680		761,600
MGM Resorts International, Sr. Notes, 10.375%, 5/15/14		1,305		1,473,019
MGM Resorts International, Sr. Notes, 11.125%, 11/15/17		1,350		1,495,125
Mohegan Tribal Gaming Authority, 10.50%, 12/15/16⁽¹⁾		2,019		1,923,097
Mohegan Tribal Gaming Authority, 11.50%, 11/1/17⁽¹⁾		1,620		1,737,450
Mohegan Tribal Gaming Authority, Sr. Sub. Notes, 11.00%, 9/15/18⁽¹⁾		3,130		2,351,412
Peninsula Gaming, LLC, 8.375%, 8/15/15		1,195		1,253,256
Peninsula Gaming, LLC, Sr. Notes, 10.75%, 8/15/17		2,880		3,258,000
SugarHouse HSP Gaming Property, LP/SugarHouse HSP Gaming Finance Corp., 8.625%, 4/15/16⁽¹⁾		745		801,806


Security	Principal Amount (000’s omitted)		Value


Gaming (continued)
Tunica-Biloxi Gaming Authority, Sr. Notes, 9.00%, 11/15/15⁽¹⁾	$	3,605	$	3,298,575
Waterford Gaming, LLC, Sr. Notes, 8.625%, 9/15/14⁽¹⁾⁽⁵⁾		3,140		1,701,655

			$	45,788,890


Health Care — 9.6%
Accellent, Inc., Sr. Notes, 8.375%, 2/1/17	$	3,345	$	3,436,987
Air Medical Group Holdings, Inc., Sr. Notes, 9.25%, 11/1/18		1,530		1,656,225
Alere, Inc., Sr. Notes, 7.875%, 2/1/16		1,290		1,351,275
American Renal Holdings, Sr. Notes, 8.375%, 5/15/18		550		584,375
Bausch & Lomb, Inc., Sr. Notes, 9.875%, 11/1/15		1,730		1,781,900
Biomet, Inc., Sr. Notes, 6.50%, 8/1/20⁽¹⁾		2,485		2,575,081
CDRT Holding Corp., Sr. Notes, 9.25%, 10/1/17⁽¹⁾⁽³⁾		1,755		1,693,575
Community Health Systems, Inc., Sr. Notes, 5.125%, 8/15/18		2,605		2,709,200
Community Health Systems, Inc., Sr. Notes, 7.125%, 7/15/20		2,685		2,842,744
ConvaTec Healthcare E SA, Sr. Notes, 10.50%, 12/15/18⁽¹⁾		3,420		3,727,800
DaVita HealthCare Partners, Inc., Sr. Notes, 5.75%, 8/15/22		4,640		4,872,000
DJO Finance, LLC/DJO Finance Corp., Sr. Notes, 8.75%, 3/15/18⁽¹⁾		1,445		1,549,763
Elan Finance PLC/Elan Finance Corp., Sr. Notes, 6.25%, 10/15/19⁽¹⁾		1,685		1,710,275
Emergency Medical Services Corp., Sr. Notes, 8.125%, 6/1/19		1,300		1,384,500
Endo Pharmaceuticals Holdings, Inc., Sr. Notes, 7.00%, 7/15/19		1,305		1,415,925
Endo Pharmaceuticals Holdings, Inc., Sr. Notes, 7.00%, 12/15/20		1,200		1,296,000
Endo Pharmaceuticals Holdings, Inc., Sr. Notes, 7.25%, 1/15/22		555		602,175
Fresenius Medical Care US Finance II, Inc., Sr. Notes, 5.625%, 7/31/19⁽¹⁾		1,510		1,596,825
Fresenius Medical Care US Finance II, Inc., Sr. Notes, 5.875%, 1/31/22⁽¹⁾		1,260		1,346,625
HCA, Inc., 9.875%, 2/15/17		1,427		1,534,025
HCA, Inc., Sr. Notes, 5.875%, 5/1/23		1,130		1,144,125
HCA, Inc., Sr. Notes, 7.50%, 2/15/22		1,530		1,717,425
Hologic, Inc., Sr. Notes, 6.25%, 8/1/20⁽¹⁾		5,415		5,766,975
IMS Health, Inc., Sr. Notes, 6.00%, 11/1/20⁽¹⁾		1,710		1,744,200
INC Research, LLC., Sr. Notes, 11.50%, 7/15/19⁽¹⁾		1,145		1,156,450
Kinetic Concepts, Inc./KCI USA, Inc., 10.50%, 11/1/18⁽¹⁾		3,630		3,884,100
Kinetic Concepts, Inc./KCI USA, Inc., Sr. Notes, 12.50%, 11/1/19⁽¹⁾		1,765		1,703,225


		23		See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Principal Amount (000’s omitted)		Value


Health Care (continued)
Multiplan, Inc., Sr. Notes, 9.875%, 9/1/18⁽¹⁾	$	2,800	$	3,094,000
Patheon, Inc., Sr. Notes, 8.625%, 4/15/17⁽¹⁾		1,190		1,282,225
Pharmaceutical Product Development, Inc., Sr. Notes, 9.50%, 12/1/19⁽¹⁾		4,700		5,275,750
Physio-Control International, Inc., Sr. Notes, 9.875%, 1/15/19⁽¹⁾		1,510		1,661,000
Polymer Group, Inc., Sr. Notes, 7.75%, 2/1/19		1,870		2,010,250
PSS World Medical, Inc., Sr. Notes, 6.375%, 3/1/22		1,290		1,546,388
ResCare, Inc., Sr. Notes, 10.75%, 1/15/19		2,375		2,660,000
Rural/Metro Corp., Sr. Notes, 10.125%, 7/15/19⁽¹⁾		570		537,225
Stewart Enterprises, Inc., Sr. Notes, 6.50%, 4/15/19		545		587,919
STHI Holding Corp., 8.00%, 3/15/18⁽¹⁾		1,395		1,499,625
Teleflex, Inc., Sr. Sub. Notes, 6.875%, 6/1/19		545		588,600
United Surgical Partners International, Inc., Sr. Notes, 9.00%, 4/1/20		1,775		1,952,500
Valeant Pharmaceuticals International, Sr. Notes, 6.375%, 10/15/20⁽¹⁾		2,300		2,426,500
VPI Escrow Corp., Sr. Notes, 6.375%, 10/15/20⁽¹⁾		2,875		3,040,312
VWR Funding, Inc., Sr. Notes, 7.25%, 9/15/17⁽¹⁾		3,140		3,210,650
Warner Chilcott Co., LLC, Sr. Notes, 7.75%, 9/15/18		2,225		2,358,500

			$	90,515,219


Homebuilders / Real Estate — 1.0%
CB Richard Ellis Service, Inc., Sr. Notes, 6.625%, 10/15/20	$	2,625	$	2,861,250
CB Richard Ellis Service, Inc., Sr. Notes, 11.625%, 6/15/17		5,470		6,112,725

			$	8,973,975


Insurance — 0.4%
Alliant Holdings I, Inc., Sr. Notes, 11.00%, 5/1/15⁽¹⁾	$	1,500	$	1,554,000
Hub International, Ltd., Sr. Notes, 8.125%, 10/15/18⁽¹⁾		1,540		1,590,050
USI Holdings Corp., Sr. Notes, 4.185%, 11/15/14⁽¹⁾⁽²⁾		785		765,375

			$	3,909,425


Leisure — 1.4%
NCL Corp., Ltd., Sr. Notes, 9.50%, 11/15/18	$	1,735	$	1,925,850
NCL Corp., Ltd., Sr. Notes, 11.75%, 11/15/16		2,615		3,007,250
Royal Caribbean Cruises, Sr. Notes, 7.25%, 6/15/16		535		607,225
Royal Caribbean Cruises, Sr. Notes, 7.25%, 3/15/18		1,355		1,515,906
Royal Caribbean Cruises, Sr. Notes, 11.875%, 7/15/15		575		707,250
Seven Seas Cruises, S. DE R.L., Sr. Notes, 9.125%, 5/15/19		3,180		3,319,125
Vail Resorts, Inc., Sr. Sub. Notes, 6.50%, 5/1/19		700		763,000
Viking Cruises, Ltd., Sr. Notes, 8.50%, 10/15/22⁽¹⁾		1,370		1,421,375

			$	13,266,981


Security	Principal Amount (000’s omitted)		Value


Metals / Mining — 3.3%
CONSOL Energy, Inc., Sr. Notes, 8.00%, 4/1/17	$	1,630	$	1,735,950
FMG Resources (August 2006) Pty, Ltd., Sr. Notes, 7.00%, 11/1/15⁽¹⁾		4,030		4,090,450
IAMGOLD Corp., Sr. Notes, 6.75%, 10/1/20⁽¹⁾		2,870		2,870,000
Molycorp, Inc., Sr. Notes, 10.00%, 6/1/20⁽¹⁾		2,265		2,191,387
New Gold, Inc., Sr. Notes, 7.00%, 4/15/20⁽¹⁾		905		963,825
Novelis, Inc., Sr. Notes, 8.375%, 12/15/17		1,025		1,119,813
Novelis, Inc., Sr. Notes, 8.75%, 12/15/20		2,645		2,929,337
Peabody Energy Corp., Sr. Notes, 6.00%, 11/15/18		4,420		4,607,850
Peabody Energy Corp., Sr. Notes, 6.25%, 11/15/21		1,790		1,857,125
Penn Virginia Resource Partners, LP/Penn Virginia Resource Finance Corp. II, Sr. Notes, 8.375%, 6/1/20⁽¹⁾		1,085		1,144,675
Quadra FNX Mining, Ltd., Sr. Notes, 7.75%, 6/15/19⁽¹⁾		3,720		3,859,500
Rain CII Carbon, LLC, Sr. Notes, 8.00%, 12/1/18⁽¹⁾		2,435		2,495,875
SunCoke Energy, Inc., Sr. Notes, 7.625%, 8/1/19		1,315		1,351,163

			$	31,216,950


Paper — 0.8%
Boise Cascade, LLC/Boise Cascade Finance Corp., Sr. Notes, 6.375%, 11/1/20⁽¹⁾	$	340	$	345,950
Boise Paper Holdings, LLC/Boise Co-Issuer Co., Sr. Notes, 8.00%, 4/1/20		545		599,500
Boise Paper Holdings, LLC/Boise Finance Co., Sr. Notes, 9.00%, 11/1/17		2,200		2,431,000
Domtar Corp., Sr. Notes, 10.75%, 6/1/17		2,300		2,979,689
Smurfit Kappa Acquisitions, Sr. Notes, 4.875%, 9/15/18⁽¹⁾		1,255		1,259,706

			$	7,615,845


Railroad — 0.1%
Kansas City Southern Mexico, Sr. Notes, 6.125%, 6/15/21	$	755	$	847,488

			$	847,488


Restaurants — 0.6%
NPC International, Inc., Sr. Notes, 10.50%, 1/15/20	$	3,030	$	3,495,862
Ruby Tuesday, Inc., Sr. Notes, 7.625%, 5/15/20⁽¹⁾		2,310		2,203,163

			$	5,699,025


Services — 5.5%
Aramark Holdings Corp., Sr. Notes, 8.625%, 5/1/16⁽¹⁾⁽³⁾	$	930	$	953,259
Avis Budget Car Rental, LLC/Avis Budget Finance, Inc., Sr. Notes, 8.25%, 1/15/19		520		570,050


		24		See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Principal Amount (000’s omitted)		Value


Services (continued)
Avis Budget Car Rental, LLC/Avis Budget Finance, Inc., Sr. Notes, 9.75%, 3/15/20	$	2,550	$	2,916,562
Carlson Wagonlit BV, Sr. Notes, 6.875%, 6/15/19⁽¹⁾		2,235		2,346,750
Education Management, LLC, Sr. Notes, 8.75%, 6/1/14		4,475		3,512,875
HDTFS, Inc., Sr. Notes, 6.25%, 10/15/22⁽¹⁾		1,130		1,151,188
Hertz Corp., Sr. Notes, 7.50%, 10/15/18		20		21,800
Laureate Education, Inc., Sr. Notes, 9.25%, 9/1/19⁽¹⁾		13,780		13,642,200
Laureate Education, Inc., Sr. Sub Notes, 12.75%, 8/15/17⁽¹⁾		5,130		5,437,800
RSC Equipment Rental, Inc./RSC Holdings III, LLC, Sr. Notes, 8.25%, 2/1/21		200		222,000
RSC Equipment Rental, Inc./RSC Holdings III, LLC, Sr. Notes, 10.25%, 11/15/19		1,330		1,542,800
ServiceMaster Co., Sr. Notes, 7.00%, 8/15/20⁽¹⁾		2,345		2,380,175
ServiceMaster Co., Sr. Notes, 8.00%, 2/15/20		1,185		1,250,175
Sitel, LLC/Sitel Finance Corp., Sr. Notes, 11.50%, 4/1/18		830		597,600
TransUnion Holding Co., Inc., Sr. Notes, 8.125%, 6/15/18⁽¹⁾⁽³⁾		2,335		2,358,350
TransUnion Holding Co., Inc., Sr. Notes, 9.625%, 6/15/18		3,710		3,941,875
TransUnion LLC/TransUnion Financing Corp., Sr. Notes, 11.375%, 6/15/18		3,775		4,397,875
UR Merger Sub Corp., Sr. Notes, 7.375%, 5/15/20⁽¹⁾		4,060		4,410,175

			$	51,653,509


Steel — 0.2%
JMC Steel Group, Inc., Sr. Notes, 8.25%, 3/15/18⁽¹⁾	$	1,880	$	1,917,600

			$	1,917,600


Super Retail — 5.2%
Claire’s Stores, Inc., Sr. Notes, 9.00%, 3/15/19⁽¹⁾	$	1,530	$	1,604,587
Dollar General Corp., Sr. Notes, 4.125%, 7/15/17		760		798,000
Dufry Finance SCA, Sr. Notes, 5.50%, 10/15/20⁽¹⁾		1,770		1,809,825
Express, LLC/Express Finance Corp., Sr. Notes, 8.75%, 3/1/18		6,260		6,807,750
Limited Brands, Inc., Sr. Notes, 5.625%, 2/15/22		3,885		4,210,369
Limited Brands, Inc., Sr. Notes, 6.625%, 4/1/21		5,170		5,939,037
Limited Brands, Inc., Sr. Notes, 8.50%, 6/15/19		3,620		4,402,825
Michaels Stores, Inc., Sr. Notes, 7.75%, 11/1/18⁽¹⁾		1,130		1,218,988
Michaels Stores, Inc., Sr. Notes, 7.75%, 11/1/18		2,525		2,723,844
Michaels Stores, Inc., Sr. Sub. Notes, 11.375%, 11/1/16		1,175		1,229,344
Pantry, Inc., Sr. Notes, 8.375%, 8/1/20⁽¹⁾		1,615		1,687,675
Party City Holdings, Inc., Sr. Notes, 8.875%, 8/1/20⁽¹⁾		2,705		2,887,587
Petco Animal Supplies, Inc., Sr. Notes, 9.25%, 12/1/18⁽¹⁾		3,945		4,374,019
Petco Holdings, Inc., Sr. Notes, 8.50%, 10/15/17⁽¹⁾⁽³⁾		4,590		4,630,162
Sally Holdings, LLC/Sally Capital, Inc., Sr. Notes, 5.75%, 6/1/22		4,745		5,094,944

			$	49,418,956


Security	Principal Amount (000’s omitted)		Value


Technology — 3.4%
Avaya, Inc., Sr. Notes, 9.75%, 11/1/15	$	3,050	$	2,729,750
Avaya, Inc., Sr. Notes, 10.125%, 11/1/15		3,485		3,110,362
Brocade Communications Systems, Inc., Sr. Notes, 6.625%, 1/15/18		680		708,900
Brocade Communications Systems, Inc., Sr. Notes, 6.875%, 1/15/20		855		929,813
CommScope, Inc., Sr. Notes, 8.25%, 1/15/19⁽¹⁾		1,310		1,418,075
First Data Corp., Sr. Notes, 7.375%, 6/15/19⁽¹⁾		2,930		3,047,200
First Data Corp., Sr. Notes, 10.55%, 9/24/15		2,217		2,283,062
Infor US, Inc., Sr. Notes, 9.375%, 4/1/19		2,720		3,019,200
Lender Processing Services, Inc., Sr. Notes, 5.75%, 4/15/23		1,690		1,795,625
NCR Corp., Sr. Notes, 5.00%, 7/15/22⁽¹⁾		1,355		1,390,569
Nuance Communications, Inc., Sr. Notes, 5.375%, 8/15/20⁽¹⁾		2,600		2,665,000
Seagate HDD Cayman, Sr. Notes, 7.00%, 11/1/21		3,435		3,606,750
SSI Investments II, Ltd./SSI Co-Issuer, LLC, Sr. Notes, 11.125%, 6/1/18		5,265		5,929,706

			$	32,634,012


Telecommunications — 6.5%
American Tower Corp., Sr. Notes, 5.05%, 9/1/20	$	2,080	$	2,339,276
Crown Castle International Corp., Sr. Notes, 5.25%, 1/15/23⁽¹⁾		2,250		2,337,188
Digicel Group, Ltd., Sr. Notes, 10.50%, 4/15/18⁽¹⁾		1,210		1,349,150
Digicel, Ltd., Sr. Notes, 8.25%, 9/1/17⁽¹⁾		3,255		3,531,675
Digicel, Ltd., Sr. Notes, 12.00%, 4/1/14⁽¹⁾		1,940		2,153,400
Equinix, Inc., Sr. Notes, 7.00%, 7/15/21		1,335		1,486,856
Hughes Satellite Systems Corp., Sr. Notes, 6.50%, 6/15/19		3,430		3,687,250
Intelsat Jackson Holdings, Ltd., Sr. Notes, 7.25%, 10/15/20⁽¹⁾		2,210		2,353,650
Intelsat Luxembourg SA, Sr. Notes, 11.50%, 2/4/17⁽³⁾		5,601		5,915,825
iPCS, Inc., 3.695%, 5/1/14⁽²⁾⁽³⁾		1,010		1,010,000
Nextel Communications, Inc., Sr. Notes, 5.95%, 3/15/14		3,820		3,834,325
Nextel Communications, Inc., Sr. Notes, 7.375%, 8/1/15		1,511		1,516,666
SBA Communications Corp., Sr. Notes, 5.625%, 10/1/19⁽¹⁾		2,260		2,305,200
SBA Telecommunications, Inc., Sr. Notes, 5.75%, 7/15/20⁽¹⁾		1,915		1,998,781
SBA Telecommunications, Inc., Sr. Notes, 8.25%, 8/15/19		497		557,883
Sprint Capital Corp., Sr. Notes, 8.75%, 3/15/32		1,255		1,487,175
Sprint Nextel Corp., Sr. Notes, 7.00%, 8/15/20		3,255		3,584,569
Sprint Nextel Corp., Sr. Notes, 9.00%, 11/15/18⁽¹⁾		6,995		8,656,312
Sprint Nextel Corp., Sr. Notes, 9.125%, 3/1/17		1,140		1,345,200


		25		See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Principal Amount (000’s omitted)		Value


Telecommunications (continued)
Telesat Canada/Telesat, LLC, Sr. Sub. Notes, 12.50%, 11/1/17	$	4,060	$	4,526,900
Wind Acquisition Finance SA, Sr. Notes, 12.25%, 7/15/17⁽¹⁾⁽³⁾		3,103		2,540,859
Windstream Corp., Sr. Notes, 7.75%, 10/1/21		2,445		2,655,881

			$	61,174,021


Textiles / Apparel — 0.4%
Phillips-Van Heusen Corp., Sr. Notes, 7.75%, 11/15/23	$	3,385	$	3,918,598

			$	3,918,598


Transportation Ex Air / Rail — 0.5%
CEVA Group PLC, Sr. Notes, 8.375%, 12/1/17⁽¹⁾	$	2,215	$	2,154,088
CEVA Group PLC, Sr. Notes, 11.625%, 10/1/16⁽¹⁾		2,065		2,126,950

			$	4,281,038


Utilities — 3.1%
Calpine Construction Finance Co. LP/CCFC Finance Corp., Sr. Notes, 8.00%, 6/1/16⁽¹⁾	$	3,315	$	3,555,337
Calpine Corp., Sr. Notes, 7.50%, 2/15/21⁽¹⁾		6,183		6,754,927
DPL, Inc., Sr. Notes, 6.50%, 10/15/16		1,910		2,081,900
DPL, Inc., Sr. Notes, 7.25%, 10/15/21		5,250		5,945,625
Edison Mission Energy, Sr. Notes, 7.50%, 6/15/13		3,255		1,651,913
Energy Future Intermediate Holding Co., LLC/EFIH Finance, Inc., Sr. Notes, 6.875%, 8/15/17⁽¹⁾		745		758,038
NRG Energy, Inc., Sr. Notes, 7.875%, 5/15/21		2,090		2,299,000
NRG Energy, Inc., Sr. Notes, 8.25%, 9/1/20		3,315		3,671,362
Reliant Energy, Inc., Sr. Notes, 7.625%, 6/15/14		370		397,750
Texas Competitive Electric Holdings Co., LLC, Sr. Notes, 11.50%, 10/1/20⁽¹⁾		3,665		2,638,800

			$	29,754,652


Total Corporate Bonds & Notes (identified cost $763,379,507)			$	796,721,313


Senior Floating-Rate Interests — 7.5%⁽⁶⁾


Borrower/Tranche Description	Principal Amount (000’s omitted)		Value

Automotive & Auto Parts — 0.2%
Chrysler Group LLC, Term Loan, 6.00%, Maturing 5/24/17	$	1,679	$	1,719,782

			$	1,719,782


Borrower/Tranche Description	Principal Amount (000’s omitted)		Value


Cable / Satellite TV — 0.1%
WideOpenWest Finance LLC, Term Loan, 6.25%, Maturing 7/17/18	$	698	$	705,787

			$	705,787


Chemicals — 0.6%
Ineos US Finance LLC, Term Loan, 5.50%, Maturing 5/4/15	$	1,990	$	2,022,337
Ineos US Finance LLC, Term Loan, 6.50%, Maturing 5/4/18		2,289		2,323,773
PetroLogistics LP, Term Loan, 7.00%, Maturing 3/23/17		1,443		1,482,426

			$	5,828,536


Consumer Products — 0.4%
Revlon Consumer Products Corp., Term Loan, 4.75%, Maturing 11/17/17	$	3,798	$	3,811,441

			$	3,811,441


Diversified Financial Services — 0.3%
Nuveen Investments, Inc., Term Loan - Second Lien, 8.25%, Maturing 2/28/19	$	2,400	$	2,425,999

			$	2,425,999


Energy — 0.4%
Chesapeake Energy Corp., Term Loan, 8.50%, Maturing 12/1/17	$	1,622	$	1,627,565
Everest Acquisition, LLC, Term Loan, 5.00%, Maturing 5/24/18		2,000		2,018,126

			$	3,645,691


Environmental — 0.4%
ADS Waste Holdings, Term Loan, 5.25%, Maturing 9/11/19	$	3,700	$	3,738,928

			$	3,738,928


Food / Beverage / Tobacco — 0.3%
Del Monte Foods Co., Term Loan, 4.50%, Maturing 3/8/18	$	3,260	$	3,259,781

			$	3,259,781


Gaming — 0.4%
Peninsula Gaming, LLC, Term Loan, Maturing 8/3/17⁽⁷⁾	$	4,000	$	4,055,000

			$	4,055,000


		26		See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description	Principal Amount (000’s omitted)		Value


Health Care — 0.7%
Hologic, Inc., Term Loan, 4.50%, Maturing 8/1/19	$	1,995	$	2,020,145
Quintiles Transnational Corp., Term Loan, 7.50%, Maturing 2/22/17		4,400		4,455,000

			$	6,475,145


Metals / Mining — 0.9%
FMG America Finance, Inc., Term Loan, 5.25%, Maturing 10/18/17	$	8,600	$	8,578,500

			$	8,578,500


Services — 0.5%
AlixPartners, LLP, Term Loan - Second Lien, 10.75%, Maturing 12/27/19	$	2,700	$	2,733,750
Education Management LLC, Term Loan, 4.38%, Maturing 6/1/16		1,981		1,670,163

			$	4,403,913


Super Retail — 0.7%
BJ’s Wholesale Club, Inc., Term Loan, 5.75%, Maturing 9/26/19	$	1,900	$	1,922,760
BJ’s Wholesale Club, Inc., Term Loan - Second Lien, 9.75%, Maturing 3/26/20		900		920,925
Party City Holdings, Inc., Term Loan, 5.75%, Maturing 7/26/19		4,200		4,245,675

			$	7,089,360


Technology — 0.0%⁽⁸⁾
First Data Corp., Term Loan, 2.96%, Maturing 9/24/14	$	71	$	70,933

			$	70,933


Telecommunications — 1.0%
Asurion LLC, Term Loan, 4.75%, Maturing 7/18/17	$	1,200	$	1,207,500
Asurion LLC, Term Loan, 5.50%, Maturing 5/24/18		2,000		2,016,750
Asurion LLC, Term Loan - Second Lien, 9.00%, Maturing 5/24/19		1,025		1,062,438
Lonestar Intermediate Super Holdings, LLC, Term Loan, 11.00%, Maturing 9/2/19		5,000		5,337,500

			$	9,624,188


Transportation Ex Air / Rail — 0.2%
CEVA Group PLC, Term Loan, 5.31%, Maturing 8/31/16	$	523	$	502,005
CEVA Group PLC, Term Loan, 5.31%, Maturing 8/31/16		1,170		1,123,545
CEVA Group PLC, Term Loan, 5.36%, Maturing 8/31/16		590		566,314

			$	2,191,864


Borrower/Tranche Description	Principal Amount (000’s omitted)		Value


Utilities — 0.4%
Texas Competitive Electric Holdings Co., LLC, Term Loan, 3.75%, Maturing 10/10/14	$	5,240	$	3,540,465

			$	3,540,465


Total Senior Floating-Rate Interests (identified cost $71,062,585)			$	71,165,313


Convertible Bonds — 0.3%


Security	Principal Amount (000’s omitted)		Value

Automotive & Auto Parts — 0.3%
Ford Motor Co., 4.25%, 11/15/16	$	2,180	$	3,219,587

			$	3,219,587


Services — 0.0%⁽⁸⁾
Mood Media Corp., 10.00%, 10/31/15⁽⁵⁾⁽⁹⁾	$	37	$	38,332

			$	38,332


Total Convertible Bonds (identified cost $3,771,613)			$	3,257,919


Common Stocks — 1.9%


Security	Shares		Value

Building Materials — 0.6%
Panolam Holdings Co.^(5)(9)(10)		3,117	$	5,502,066

			$	5,502,066


Chemicals — 0.6%
LyondellBasell Industries NV, Class A		100,000	$	5,339,000

			$	5,339,000


Consumer Products — 0.0%⁽⁸⁾
HF Holdings, Inc.^(5)(9)(10)		13,600	$	158,576

			$	158,576


Energy — 0.1%
SemGroup Corp.⁽¹⁰⁾		16,378	$	632,846

			$	632,846


		27		See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Gaming — 0.3%
Greektown Superholdings, Inc.⁽¹⁰⁾		892	$	45,492
Las Vegas Sands Corp.		54,500		2,530,980

			$	2,576,472


Super Retail — 0.3%
GNC Holdings, Inc., Class A		57,157	$	2,210,261
Sally Beauty Holdings, Inc.⁽¹⁰⁾		50,000		1,204,000

			$	3,414,261


Total Common Stocks (identified cost $11,064,669)			$	17,623,221


Convertible Preferred Stocks — 0.1%


Security	Shares		Value

Energy — 0.1%
Chesapeake Energy Corp., 4.50%		10,851	$	933,620

			$	933,620


Total Convertible Preferred Stocks (identified cost $1,085,100)			$	933,620


Preferred Stocks — 0.4%


Security	Shares		Value

Banks and Thrifts — 0.4%
GMAC Capital Trust I, 8.125% to 2/15/16⁽¹¹⁾		129,800	$	3,392,972

			$	3,392,972


Total Preferred Stocks (identified cost $3,273,233)			$	3,392,972


Miscellaneous — 0.0%⁽⁸⁾


Security	Shares		Value

Cable / Satellite TV — 0.0%⁽⁸⁾
Adelphia, Inc., Escrow Certificate⁽¹⁰⁾		3,555,000	$	31,106
Adelphia, Inc., Escrow Certificate⁽¹⁰⁾		7,585,000		66,369
Adelphia Recovery Trust^(5)(10)		10,758,837		0

			$	97,475


Security	Shares		Value


Energy — 0.0%⁽⁸⁾
SemGroup Corp., Escrow Certificate⁽¹⁰⁾		6,330,000	$	284,850

			$	284,850


Gaming — 0.0%⁽⁸⁾
BLB Worldwide Holdings, Inc., Contingent Value Rights, Expires 11/5/17^(9)(10)		5,410	$	36,518

			$	36,518


Health Care — 0.0%⁽⁸⁾
US Oncology, Inc., Escrow Certificate⁽¹⁰⁾		705,000	$	17,625

			$	17,625


Total Miscellaneous (identified cost $9,891,232)			$	436,468


Warrants — 1.4%


Security	Shares		Value

Energy — 0.0%⁽⁸⁾
SemGroup Corp., Expires 11/30/14⁽¹⁰⁾		17,240	$	259,548

			$	259,548


Food / Beverage / Tobacco — 0.0%⁽⁸⁾
ASG Consolidated, LLC/ASG Finance, Inc., Expires 5/15/18		1,610	$	48,300

			$	48,300


Gaming — 1.4%
Peninsula Gaming, LLC, Convertible Preferred Membership Interests^(5)(9)(10)		25,351	$	8,872,920
PGP Investors, LLC, Membership Interests^(5)(9)(10)		11,429		4,000,000

			$	12,872,920


Publishing / Printing — 0.0%
Reader’s Digest Association, Inc. (The), Expires 2/14/19^(5)(9)(10)		17,588	$	0

			$	0


Total Warrants (identified cost $4,000,172)			$	13,180,768


		28		See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2012

Portfolio of Investments — continued


Short-Term Investments — 1.8%


Description	Interest (000’s omitted)		Value

Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽¹²⁾	$	16,680	$	16,680,162


Total Short-Term Investments (identified cost $16,680,162)			$	16,680,162


Total Investments — 97.5% (identified cost $884,208,273)			$	923,391,756


Other Assets, Less Liabilities — 2.5%			$	23,926,419


Net Assets — 100.0%			$	947,318,175

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

⁽¹⁾

⁽²⁾

Variable rate security. The stated interest rate represents the rate in effect at October 31, 2012.

⁽³⁾

Represents a payment-in-kind security which may pay all or a portion of interest in additional par.

⁽⁴⁾

Currently the issuer is in default with respect to interest payments. For a variable rate security, interest rate has been adjusted to reflect non-accrual status.

⁽⁵⁾

For fair value measurement disclosure purposes, security is categorized as Level 3 (see Note 9).

⁽⁶⁾

Senior floating-rate interests (Senior Loans) often require prepayments from excess cash flows or permit the borrowers to repay at their election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, Senior Loans will have an expected average life of approximately two to four years. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility and includes commitment fees on unfunded loan commitments, if any. Senior Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base lending rates are primarily the London Interbank Offered Rate (“LIBOR”) and secondarily, the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders.

⁽⁷⁾

This Senior Loan will settle after October 31, 2012, at which time the interest rate will be determined.

⁽⁸⁾��

Amount is less than 0.05%.

⁽⁹⁾

Restricted security (see Note 5).

⁽¹⁰⁾	Non-income producing security.

⁽¹¹⁾	Security converts to floating rate after the indicated fixed-rate coupon period.

⁽¹²⁾	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2012.


		29		See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Unaffiliated investments, at value (identified cost, $867,528,111)	$	906,711,594
Affiliated investment, at value (identified cost, $16,680,162)		16,680,162
Cash		209,325
Restricted cash*		252,988
Interest receivable		16,626,173
Interest receivable from affiliated investment		2,944
Receivable for investments sold		26,430,108
Receivable for open swap contracts		947,678
Premium paid on open swap contracts		303,299
Miscellaneous receivable		222,285
Total assets	$	968,386,556

Liabilities
Payable for investments purchased	$	20,342,945
Payable for open swap contracts		30,697
Premium received on open swap contracts		174,613
Payable to affiliates:
Investment adviser fee		400,045
Trustees’ fees		3,015
Accrued expenses		117,066
Total liabilities	$	21,068,381
Net Assets applicable to investors’ interest in Portfolio	$	947,318,175

Sources of Net Assets
Investors’ capital	$	907,217,711
Net unrealized appreciation		40,100,464
Total	$	947,318,175

*	Represents restricted cash on deposit at the custodian for open swap contracts.


		30		See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest and other income	$	66,971,990
Dividends (net of foreign taxes, $18,582)		850,628
Interest allocated from affiliated investment		43,914
Expenses allocated from affiliated investment		(5,973	)
Total investment income	$	67,860,559

Expenses
Investment adviser fee	$	4,597,545
Trustees’ fees and expenses		36,104
Custodian fee		264,582
Legal and accounting services		96,321
Miscellaneous		28,048
Total expenses	$	5,022,600
Deduct —
Reduction of custodian fee	$	284
Total expense reductions	$	284

Net expenses	$	5,022,316

Net investment income	$	62,838,243

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	6,932,166
Investment transactions allocated from affiliated investment		599
Swap contracts		(57,900	)
Net realized gain	$	6,874,865
Change in unrealized appreciation (depreciation) —
Investments	$	39,057,381
Swap contracts		1,346,663
Net change in unrealized appreciation (depreciation)	$	40,404,044

Net realized and unrealized gain	$	47,278,909

Net increase in net assets from operations	$	110,117,152


		31		See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	62,838,243		$	68,383,991
Net realized gain (loss) from investment transactions, securities sold short and swap contracts		6,874,865			(16,354,565	)
Net change in unrealized appreciation (depreciation) from investments and swap contracts		40,404,044			(1,758,985	)
Net increase in net assets from operations	$	110,117,152		$	50,270,441
Capital transactions —
Contributions	$	97,628,296		$	185,626,627
Withdrawals		(127,424,451	)		(221,059,169	)
Net decrease in net assets from capital transactions	$	(29,796,155	)	$	(35,432,542	)

Net increase in net assets	$	80,320,997		$	14,837,899

Net Assets
At beginning of year	$	866,997,178		$	852,159,279
At end of year	$	947,318,175		$	866,997,178


		32		See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2012

Supplementary Data


	Year Ended October 31,
Ratios/Supplemental Data	2012			2011			2010			2009			2008
Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.56	%		0.60	%		0.64	%		0.79	%		0.70	%
Net investment income		7.06	%		7.67	%		8.65	%		11.34	%		9.38	%
Portfolio Turnover		76	%		78	%		79	%		72	%		48	%

Total Return		13.20	%		5.90	%		19.52	%		38.97	%		(29.08	)%

Net assets, end of year (000’s omitted)	$	947,318		$	866,997		$	852,159		$	710,856		$	480,061

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


		33		See Notes to Financial Statements.

High Income Opportunities Portfolio

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

High Income Opportunities Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to provide a high level of current income. The Portfolio also seeks growth of capital as a secondary investment objective. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2012, Eaton Vance High Income Opportunities Fund, Eaton Vance Floating-Rate & High Income Fund, Eaton Vance Strategic Income Fund and Eaton Vance International (Cayman Islands) Strategic Income Fund held an interest of 51.8%, 19.1%, 22.8% and 3.8%, respectively, in the Portfolio.

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

A Investment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Interests in senior floating-rate loans (Senior Loans) for which reliable market quotations are readily available are valued generally at the average mean of bid and ask quotations obtained from a third party pricing service. Other Senior Loans are valued at fair value by the investment adviser under procedures approved by the Trustees. In fair valuing a Senior Loan, the investment adviser utilizes one or more of the valuation techniques described in (i) through (iii) below to assess the likelihood that the borrower will make a full repayment of the loan underlying such Senior Loan relative to yields on other Senior Loans issued by companies of comparable credit quality. If the investment adviser believes that there is a reasonable likelihood of full repayment, the investment adviser will determine fair value using a matrix pricing approach that considers the yield on the Senior Loan. If the investment adviser believes there is not a reasonable likelihood of full repayment, the investment adviser will determine fair value using analyses that include, but are not limited to: (i) a comparison of the value of the borrower’s outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower’s assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising relevant factors. Fair value determinations are made by the portfolio managers of the Portfolio based on information available to such managers. The portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may not possess the same information about a Senior Loan borrower as the portfolio managers of the Portfolio. At times, the fair value of a Senior Loan determined by the portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of the Portfolio. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser’s Valuation Committee and by the Trustees based upon procedures approved by the Trustees. Junior Loans (i.e., subordinated loans and second lien loans) are valued in the same manner as Senior Loans. Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Credit default swaps are normally valued using valuations provided by a third party pricing service. The pricing services employ electronic data processing techniques to determine the present value based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary models. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.


		34

High Income Opportunities Portfolio

October 31, 2012

Notes to Financial Statements — continued

C Income — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount. Fees associated with loan amendments are recognized immediately. Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. Withholding taxes on foreign dividends have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates.

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.

H Credit Default Swaps — When the Portfolio is the buyer of a credit default swap contract, the Portfolio is entitled to receive the par (or other agreed-upon) value of a referenced debt obligation (or basket of debt obligations) from the counterparty to the contract if a credit event by a third party, such as a U.S. or foreign corporate issuer, on the debt obligation occurs. In return, the Portfolio pays the counterparty a periodic stream of payments over the term of the contract provided that no credit event has occurred. If no credit event occurs, the Portfolio would have spent the stream of payments and received no proceeds from the contract. When the Portfolio is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay to the buyer of the protection an amount up to the notional amount of the swap and in certain instances take delivery of securities of the reference entity upon the occurrence of a credit event, as defined under the terms of that particular swap agreement. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring, obligation acceleration and repudiation/moratorium. If the Portfolio is a seller of protection and a credit event occurs, the maximum potential amount of future payments that the Portfolio could be required to make would be an amount equal to the notional amount of the agreement. This potential amount would be partially offset by any recovery value of the respective referenced obligation, or net amount received from the settlement of a buy protection credit default swap agreement entered into by the Portfolio for the same referenced obligation. As the seller, the Portfolio may create economic leverage to its portfolio because, in addition to its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Portfolio also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Upfront payments or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. For financial reporting purposes, unamortized upfront payments, if any, are netted with unrealized appreciation or depreciation on swap contracts to determine the market value of swaps as presented in Note 6 and 9. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to the notional amount of the credit default swaps of which it is the seller. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to any unrealized depreciation of the credit default swaps of which it is the buyer, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

I Securities Sold Short — A short sale is a transaction in which the Portfolio sells a security it does not own in anticipation of a decline in the market value of that security. To complete such a transaction, the Portfolio must borrow the security to make delivery to the buyer with an obligation to replace such borrowed security at a later date. Until the security is replaced, the Portfolio is required to repay the lender any interest, which accrues during the period of


		35

High Income Opportunities Portfolio

October 31, 2012

Notes to Financial Statements — continued

the loan. The proceeds received from a short sale are recorded as a liability and the Portfolio records an unrealized gain or loss to the extent of the difference between the proceeds received and the value of the open short position on the day of determination. A gain, limited to the price at which the Portfolio sold the security short, or a loss, potentially unlimited as there is no upward limit on the price of a security, is recorded when the short position is terminated. Interest payable on securities sold short is recorded as an expense.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.30% of the Portfolio’s average daily net assets up to $500 million, 0.275% from $500 million up to $1 billion and at reduced rates on daily net assets of $1 billion or more; plus 3.00% of the Portfolio’s daily gross income (i.e., income other than gains from the sale of securities) when daily net assets are less than $500 million, 2.75% when daily net assets are $500 million but less than $1 billion, and at reduced rates on daily net assets of $1 billion or more, and is payable monthly. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2012, the Portfolio’s investment adviser fee amounted to $4,597,545 or 0.52% of the Portfolio’s average daily net assets.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities, paydowns and principal repayments on Senior Loans, aggregated $700,575,280 and $645,354,977, respectively, for the year ended October 31, 2012.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	887,522,227

Gross unrealized appreciation	$	62,388,349
Gross unrealized depreciation		(26,518,820	)

Net unrealized appreciation	$	35,869,529

5 Restricted Securities

At October 31, 2012, the Portfolio owned the following securities (representing 2.0% of net assets) which were restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Portfolio has various registration rights (exercisable under a variety of circumstances) with respect to these securities. The value of these securities is determined based on valuations provided by brokers when available, or if not available, they are valued at fair value using methods determined in good faith by or at the direction of the Trustees.


Description	Date of Acquisition		Principal Amount/ Shares		Cost		Value

Convertible Bonds
Mood Media Corp.		7/30/12	$	37,000	$	0	$	38,332

Total Convertible Bonds					$	0	$	38,332

Common Stocks
HF Holdings, Inc.		10/27/09		13,600	$	730,450	$	158,576
Panolam Holdings Co.		12/30/09		3,117		1,712,791		5,502,066

Total Common Stocks					$	2,443,241	$	5,660,642


		36

High Income Opportunities Portfolio

October 31, 2012

Notes to Financial Statements — continued


Description	Date of Acquisition		Principal Amount/ Shares		Cost		Value

Miscellaneous
BLB Worldwide Holdings, Inc., Contingent Value Rights, Expires 11/5/17		11/22/10		5,410	$	94,675	$	36,518

Total Miscellaneous					$	94,675	$	36,518

Warrants
Peninsula Gaming, LLC, Convertible Preferred Membership Interests		7/8/99		25,351	$	0	$	8,872,920
PGP Investors, LLC, Membership Interests		10/23/12		11,429		4,000,000		4,000,000
Reader’s Digest Association, Inc. (The), Expires 2/14/19		4/26/10		17,588		0		0

Total Warrants					$	4,000,000	$	12,872,920

Total Restricted Securities					$	6,537,916	$	18,608,412

6 Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include swap contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

A summary of obligations under these financial instruments at October 31, 2012 is as follows:


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

Bank of America NA	Amkor Technology, Inc.	Ba3/BB	$	1,150		5.00	%⁽¹⁾		6/20/15	$	34,932		$	26,897		$	61,829
Barclays Bank PLC	Amkor Technology, Inc.	Ba3/BB		2,000		5.00	⁽¹⁾		6/20/15		60,751			72,685			133,436
Citibank NA	Meritor, Inc.	B3/B-		1,745		5.00	⁽¹⁾		6/20/15		(90,218	)		61,974			(28,244	)
Credit Suisse International	Ford Motor Co.	Baa3/BB+		1,000		5.00	⁽¹⁾		12/20/16		125,703			(1,667	)		124,036
Deutsche Bank	Ford Motor Co.	Baa3/BB+		1,100		5.00	⁽¹⁾		9/20/16		134,019			(37,648	)		96,371
Deutsche Bank	Ford Motor Co.	Baa3/BB+		1,100		5.00	⁽¹⁾		9/20/16		134,019			(67,379	)		66,640
Deutsche Bank	Ford Motor Co.	Baa3/BB+		2,100		5.00	⁽¹⁾		12/20/16		263,976			(87,893	)		176,083
Goldman Sachs International	Ford Motor Co.	Baa3/BB+		1,100		5.00	⁽¹⁾		9/20/16		134,019			(43,602	)		90,417
Goldman Sachs International	Ford Motor Co.	Baa3/BB+		2,100		5.00	⁽¹⁾		12/20/16		263,976			(65,110	)		198,866
JPMorgan Chase Bank NA	Meritor, Inc.	B3/B-		300		5.00	⁽¹⁾		6/20/15		(15,510	)		13,057			(2,453	)

Total			$	13,695						$	1,045,667		$	(128,686	)	$	916,981

Credit ratings are those of Moody’s Investors Service, Inc. and Standard & Poor’s Corp. The credit rating of the reference debt obligation (together with the unrealized appreciation or depreciation on the swap) are a representative measure of the current payment/performance risk of the credit default swap. A lower credit rating increases the probability of the occurrence of a credit event.

⁽¹⁾	Upfront payment is exchanged with the counterparty as a result of the standardized trading coupon.

At October 31, 2012, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio is subject to credit risk in the normal course of pursuing its investment objectives. The Portfolio enters into credit default swap contracts to manage its credit risk, to gain exposure to a credit in which it may otherwise invest, or to enhance return.


		37

High Income Opportunities Portfolio

October 31, 2012

Notes to Financial Statements — continued

The Portfolio enters into swap contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those swaps in a liability position. At October 31, 2012, the fair value, excluding upfront payments, of derivatives with credit-related contingent features in a net liability position was $30,697.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. At October 31, 2012, the maximum amount of loss the Portfolio would incur due to counterparty risk was $947,678, with the highest amount from any one counterparty being $339,094. Such maximum amount would be reduced by any unamortized upfront payments received by the Portfolio. Such amount would be increased by any unamortized upfront payments made by the Portfolio. To mitigate this risk, the Portfolio has entered into master netting agreements with substantially all its derivative counterparties, which allows it and a counterparty to aggregate amounts owed by each of them for derivative transactions under the agreement into a single net amount payable by either the Portfolio or the counterparty. Counterparties may be required to pledge collateral in the form of cash, U.S. Government securities or highly-rated bonds for the benefit of the Portfolio if the net amount due from the counterparty with respect to a derivative contract exceeds a certain threshold. The amount of collateral posted by the counterparties with respect to such contracts would also reduce the amount of any loss incurred.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is credit risk at October 31, 2012 was as follows:


	Fair Value
Derivative	Asset Derivative			Liability Derivative

Credit default swap contracts	$	1,151,395	⁽¹⁾	$	(105,728	)⁽²⁾

⁽¹⁾	Statement of Assets and Liabilities location: Receivable for open swap contracts; Premium paid/received on open swap contracts.

⁽²⁾	Statement of Assets and Liabilities location: Payable for open swap contracts; Premium paid/received on open swap contracts.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is credit risk for the year ended October 31, 2012 was as follows:


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

Credit default swap contracts	$	(57,900	)⁽¹⁾	$	1,346,663	⁽²⁾

⁽¹⁾	Statement of Operations location: Net realized gain (loss) – Swap contracts.

⁽²⁾	Statement of Operations location: Change in unrealized appreciation (depreciation) – Swap contracts.

The average notional amount of credit default swap contracts outstanding during the year ended October 31, 2012, which is indicative of the volume of this derivative type, was approximately $33,582,000.

7 Line of Credit

8 Credit Risk

The Portfolio regularly invests in lower rated and comparable quality unrated high yield securities. These investments have different risks than investments in debt securities rated investment grade and held by the Portfolio. Risk of loss upon default by the borrower is significantly greater with respect to such debt than with other debt securities because these securities are generally unsecured and are more sensitive to adverse economic conditions, such as recession or increasing interest rates, than are investment grade issuers.


		38

High Income Opportunities Portfolio

October 31, 2012

Notes to Financial Statements — continued

9 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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

At October 31, 2012, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3		Total

Corporate Bonds & Notes	$	—	$	795,019,658		$	1,701,655	$	796,721,313
Senior Floating-Rate Interests		—		71,165,313			—		71,165,313
Convertible Bonds		—		3,219,587			38,332		3,257,919
Common Stocks		11,917,087		45,492			5,660,642		17,623,221
Convertible Preferred Stocks		933,620		—			—		933,620
Preferred Stocks		3,392,972		—			—		3,392,972
Miscellaneous		—		436,468			0		436,468
Warrants		—		307,848			12,872,920		13,180,768
Short-Term Investments		—		16,680,162			—		16,680,162

Total Investments	$	16,243,679	$	886,874,528		$	20,273,549	$	923,391,756
Credit Default Swaps	$	—	$	1,151,395		$	—	$	1,151,395

Total	$	16,243,679	$	888,025,923		$	20,273,549	$	924,543,151

Liability Description
Credit Default Swaps	$	—	$	(105,728	)	$	—	$	(105,728	)

Total	$	—	$	(105,728	)	$	—	$	(105,728	)


		39

High Income Opportunities Portfolio

October 31, 2012

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 Corporate Bonds & Notes			Investments in Convertible Bonds		Investments in Common Stocks			Investments in Miscellaneous			Investments in Warrants		Total

Balance as of October 31, 2011	$	2,176,783		$	—	$	9,929,384		$	182,028		$	2,307,466	$	14,595,661
Realized gains (losses)		(5,194,283	)		—		8,779,712			(93,725	)		—		3,491,704
Change in net unrealized appreciation (depreciation)*		5,356,152			38,332		(3,025,207	)		(152,856	)		6,565,454		8,781,875
Cost of purchases⁽¹⁾		—			0		—			—			4,000,000		4,000,000
Proceeds from sales⁽¹⁾		(641,446	)		—		(10,023,247	)		—			—		(10,664,693	)
Accrued discount (premium)		4,449			—		—			—			—		4,449
Transfers to Level 3**		—			—		—			64,553			—		64,553
Transfers from Level 3**		—			—		—			—			—		—

Balance as of October 31, 2012	$	1,701,655		$	38,332	$	5,660,642		$	0		$	12,872,920	$	20,273,549

Change in net unrealized appreciation (depreciation) on investments still held as of October 31, 2012*	$	(108,335	)	$	38,332	$	2,932,367		$	(64,553	)	$	6,565,454	$	9,363,265

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

**	Transfers are reflected at the value of the securities at the beginning of the period. Transfers from Level 2 to Level 3 were due to a reduction in the availability of significant observable inputs in determining the fair value of these investments.

⁽¹⁾	Cost of purchases may include securities received in corporate actions; proceeds from sales may include securities delivered in corporate actions.

The valuation techniques and significant amounts of unobservable inputs used in the fair value measurements of the Portfolio’s Level 3 securities are outlined below:


Asset	($ in thousands)		Valuation Technique	Unobservable Inputs	Range (Weighted Average)

Corporate Bonds & Notes		1,702	Discounted cash flow	Yield	15% – 25% (20%)
				Probability of default	50% – 100% (100%)
				Loss severity	10% – 50% (20%)
Convertible Bonds		38	Market comparable bond pricing model	Spread	1% – 3% (2%)
				Discount for lack of marketability	10% – 25% (15%)
Common Stocks		5,661	Market comparable companies	EBITDA multiple	3.8 – 12.2 (7.8)
				Discount for lack of marketability	10% – 25% (15%)
Warrants		12,873	Consensus pricing	Share tender offered quote	$350
				Discount for lack of marketability	0% – 10% (0%)

EBITDA - Earnings Before Interest, Taxes, Depreciation and Amortization

For the unobservable inputs listed in the table above, a significant increase in the loss severity or discount for lack of marketability, or a decrease in the tender price offered could result in a decrease to the fair value measurement. A significant increase in EBITDA multiples could result in an increase to the fair value measurement. Conversely, significant movements in the opposite direction in each of these unobservable inputs could have the inverse effect on the fair value measurement.

At October 31, 2012, there were no investments transferred between Level 1 and Level 2 during the year then ended.


		40

High Income Opportunities Portfolio

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of High Income Opportunities Portfolio:

We have audited the accompanying statement of assets and liabilities of High Income Opportunities Portfolio (“the Portfolio”), including the portfolio of investments, as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and senior loans owned as of October 31, 2012, by correspondence with the custodian, brokers, and selling or agent banks; where replies were not received from brokers and selling or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of High Income Opportunities Portfolio as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 20, 2012


		41

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and High Income Opportunities Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 187 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.


Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	��	Principal Occupation(s) and Directorships 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 187 registered investment companies. 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 and Hexavest Inc.


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.


		42

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Management and Organization — continued


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

Ronald A. Pearlman 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Since 1998	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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
Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) During Past Five Years
Duncan W. Richardson 1957	President of the Trust	Since 2011	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Michael W. Weilheimer 1961	President of the Portfolio	Since 2002	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Vice President and Chief Income Investment Officer 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.


		43

Eaton Vance

High Income Opportunities Fund

October 31, 2012

Management and Organization — continued


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


		44

Eaton Vance Funds

IMPORTANT NOTICES

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


		45

This Page Intentionally Left Blank

Investment Adviser of High Income Opportunities Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance High Income Opportunities Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon 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

LOGO

446-12/12 HISRC

Eaton Vance

Diversified Currency

Income Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

Diversified Currency Income Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			17 and 36

Federal Tax Information			18

Management and Organization			37

Important Notices			40

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

Fund Performance

For the fiscal year ending October, 31, 2012, Eaton Vance Diversified Currency Income Fund’s (the Fund) Class A shares at net asset value (NAV) had a total return of 3.71%. By comparison, the Fund’s primary benchmark, the Barclays Capital Global Ex-USD Benchmark Currency (Trade-Weighted) Index (the Index),² lost 0.45% during the period.

The Fund’s investments, which are mainly long positions in foreign currencies, produced positive returns in all regions of the world. Gains in Central and Eastern Europe were driven by appreciation of the Georgian lari relative to the U.S. dollar. In the Republic of Georgia, real GDP growth has been about 6% since 2004, unemployment and inflation have fallen, and foreign direct investment flows have been strong. In Western Europe, the Fund benefited from exposure to the Swedish kronor and Norwegian krone, which strengthened versus the dollar. In addition, the Fund’s strategy of cross-hedging the dollar versus the euro generated incremental positive returns on these positions.

The top contributors in Africa and Asia were the Nigerian naira and Philippine peso. Nigeria’s government bills had strong yields, and the country saw increased capital flows based on its ability to export oil. Furthermore, its debt was added to key benchmark indexes in the latter part of the fiscal year. Economic growth in the Philippines was better than expected, and the country’s budget deficit narrowed. In Latin America, exposure to the Mexican peso and Colombian peso were particularly helpful. The economic data coming out of Mexico was strong, and the country had peaceful elections in July 2012. Colombia’s investor-friendly policies attracted capital flows throughout the fiscal year.

On the minus side, long positions in the Indian rupee, Indonesian rupiah and Moroccan dirham detracted from performance versus the Index. The Indian rupee declined versus the dollar due to rising inflation, stagnating economic growth and, until recently, policies that discouraged foreign direct investment in India. Indonesia’s central bank intervened to weaken the rupiah after the currency started to appreciate. The dirham was impacted by concerns that Morocco would be pulled into the turmoil brought on by the Arab awakening in North Africa.

The Fund had some exposure to commodities during the fiscal year, namely long positions in platinum and gold. These positions had minimal impact on performance versus the Index, as returns for both precious metals were essentially flat.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Performance^2,3

Portfolio Managers John R. Baur and Michael A. Cirami, CFA


% Average Annual Total Returns	Inception Date			One Year			Five Years			Since Inception
Class A at NAV		06/27/2007			3.71	%		5.58	%		7.11	%
Class A with 4.75% Maximum Sales Charge		—			–1.18			4.56			6.14
Class C at NAV		03/01/2011			2.97			—			2.28
Class C with 1% Maximum Sales Charge		—			1.99			—			2.28
Class I at NAV		03/01/2011			4.04			—			3.48
Barclays Capital Global Ex-USD Benchmark Currency (Trade-Weighted) Index		06/27/2007			–0.45	%		1.26	%		2.14	%
J.P. Morgan GBI-Global ex U.S. 1–3 Year Index		06/27/2007	²		–1.80			4.83			6.19


% Total Annual Operating Expense Ratios⁴				Class A			Class C			Class I
Gross					1.92	%		2.62	%		1.62	%
Net					1.10			1.80			0.80

Performance 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.

LOGO

Performance of Investment

Amount Invested

Period Beginning

At NAV

With Maximum

Sales Charge

Class C

10,000

03/01/2011

10,385

N.A.

Class I

250,000

03/01/2011

264,725

N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Fund Profile⁵


Foreign Currency Exposure (% of net assets)⁶

India	4.5	%	Uruguay	2.6	%
Nigeria	4.5		Canada	2.5
Norway	4.4		Platinum	2.3
Serbia	4.2		Guatemala	1.8
Sri Lanka	4.1		Hong Kong	1.8
Malaysia	4.1		Croatia	1.6
South Korea	3.8		Indonesia	1.4
Philippines	3.8		Ghana	1.0
China	3.7		Bosnia and Herzegovina	1.0
Gold	3.7		Mauritius	1.0
Georgia	3.7		Russia	1.0
Singapore	3.4		Hungary	0.9
Sweden	3.4		Denmark	0.9
Colombia	3.3		United Kingdom	0.5
Mexico	3.3		Israel	0.5
Brazil	3.2		Switzerland	0.5
Peru	3.1		Costa Rica	0.4
Turkey	2.9		Azerbaijan	0.3
Thailand	2.7		Dominican Republic	0.2
Poland	2.7		Australia	0.1
Vietnam	2.7		Euro	-21.0
			Total Long	97.5
			Total Short	-21.0
			Total Net	76.5

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Endnotes and Additional Disclosures

Barclays Capital Global Ex-USD Benchmark Currency (Trade- Weighted) Index is an unmanaged index tracking the performance of 1-month FX positions in a basket of currencies versus the U.S. dollar. J.P. Morgan GBI-Global ex U.S. 1-3 Year Index is an unmanaged index of foreign-denominated 1-3 year government bonds of developed countries outside the U.S. Index data is available as of month-end only. 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.

⁴	Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 2/28/13. Without the reimbursement, performance would have been lower.

⁵	Fund primarily invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund and may also invest directly. Unless otherwise noted, references to investments are to the aggregate holdings of the Fund and the Portfolio.

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

Fund profile subject to change due to active management.


		5

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)			Annualized Expense Ratio


Actual*
Class A	$	1,000.00	$	1,027.40	$	5.61	**		1.10	%
Class C	$	1,000.00	$	1,023.80	$	9.16	**		1.80	%
Class I	$	1,000.00	$	1,029.10	$	4.08	**		0.80	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,019.60	$	5.58	**		1.10	%
Class C	$	1,000.00	$	1,016.10	$	9.12	**		1.80	%
Class I	$	1,000.00	$	1,021.10	$	4.06	**		0.80	%

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


		6

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investment in International Income Portfolio, at value (identified cost, $89,782,852)	$	90,051,141
Receivable for Fund shares sold		881,110
Receivable from affiliate		13,248
Total assets	$	90,945,499

Liabilities
Payable for Fund shares redeemed	$	412,756
Distributions payable		38,763
Payable to affiliates:
Distribution and service fees		13,037
Trustees’ fees		42
Accrued expenses		43,414
Total liabilities	$	508,012
Net Assets	$	90,437,487

Sources of Net Assets
Paid-in capital	$	90,564,522
Accumulated net realized loss from Portfolio		(426,733	)
Accumulated undistributed net investment income		31,409
Net unrealized appreciation from Portfolio		268,289
Total	$	90,437,487

Class A Shares
Net Assets	$	42,251,188
Shares Outstanding		3,785,595
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	11.16
Maximum Offering Price Per Share
(100 ÷ 95.25 of net asset value per share)	$	11.72

Class C Shares
Net Assets	$	3,728,565
Shares Outstanding		335,158
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	11.12

Class I Shares
Net Assets	$	44,457,734
Shares Outstanding		3,986,260
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	11.15

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

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


		7		See Notes to Financial Statements.

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest allocated from Portfolio (net of foreign taxes, $50,843)	$	2,384,371
Expenses allocated from Portfolio		(465,578	)
Total investment income from Portfolio	$	1,918,793

Expenses
Distribution and service fees
Class A	$	75,131
Class C		16,811
Trustees’ fees and expenses		500
Custodian fee		18,748
Transfer and dividend disbursing agent fees		36,308
Legal and accounting services		23,646
Printing and postage		25,253
Registration fees		54,115
Miscellaneous		14,880
Total expenses	$	265,392
Deduct —
Allocation of expenses to affiliate	$	211,522
Total expense reductions	$	211,522

Net expenses	$	53,870

Net investment income	$	1,864,923

Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	(867,040	)
Financial futures contracts		(82,343	)
Swap contracts		36,629
Foreign currency and forward foreign currency exchange contract transactions		781,127
Net realized loss	$	(131,627	)
Change in unrealized appreciation (depreciation) —
Investments (including net decrease of $19,336 from precious metals)	$	581,448
Financial futures contracts		7,747
Swap contracts		(30,034	)
Foreign currency and forward foreign currency exchange contracts		39,146
Net change in unrealized appreciation (depreciation)	$	598,307

Net realized and unrealized gain	$	466,680

Net increase in net assets from operations	$	2,331,603


		8		See Notes to Financial Statements.

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	1,864,923		$	608,198
Net realized gain (loss) from investment transactions, financial futures contracts, swap contracts, foreign currency and forward foreign currency exchange contract transactions		(131,627	)		504,436
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, swap contracts, foreign currency and forward foreign currency exchange contracts		598,307			(583,528	)
Net increase in net assets from operations	$	2,331,603		$	529,106
Distributions to shareholders —
From net investment income
Class A	$	(842,107	)	$	(391,761	)
Class C		(42,305	)		(7,751	)
Class I		(976,049	)		(580,210	)
From net realized gain
Class A		(224,499	)		—
Class C		(18,927	)		—
Class I		(231,816	)		—
Tax return of capital
Class A		(148,709	)		—
Class C		(7,471	)		—
Class I		(172,363	)		—
Total distributions to shareholders	$	(2,664,246	)	$	(979,722	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	37,496,502		$	8,629,272
Class C		3,409,823			1,049,590
Class I		43,848,522			20,685,720
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		947,346			282,327
Class C		42,467			1,769
Class I		721,835			149,410
Cost of shares redeemed
Class A		(8,549,941	)		(5,016,610	)
Class C		(740,452	)		(17,100	)
Class I		(19,774,211	)		(498,006	)
Net increase in net assets from Fund share transactions	$	57,401,891		$	25,266,372

Net increase in net assets	$	57,069,248		$	24,815,756

Net Assets
At beginning of year	$	33,368,239		$	8,552,483
At end of year	$	90,437,487		$	33,368,239

Accumulated undistributed net investment income included in net assets
At end of year	$	31,409		$	116,457


		9		See Notes to Financial Statements.

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Financial Highlights


	Class A
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	11.310		$	11.360		$	11.690		$	10.350		$	10.850

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.374		$	0.299		$	0.309		$	0.328		$	0.435
Net realized and unrealized gain (loss)		0.027			0.139			(0.114	)		1.738			(0.490	)

Total income (loss) from operations	$	0.401		$	0.438		$	0.195		$	2.066		$	(0.055	)

Less Distributions
From net investment income	$	(0.409	)	$	(0.488	)	$	(0.050	)	$	(0.496	)	$	(0.434	)
From net realized gain		(0.070	)		—			(0.007	)		(0.230	)		(0.013	)
Tax return of capital		(0.072	)		—			(0.468	)		—			—

Total distributions	$	(0.551	)	$	(0.488	)	$	(0.525	)	$	(0.726	)	$	(0.447	)

Capital contribution from administrator⁽¹⁾	$	—		$	—		$	—		$	—		$	0.002

Net asset value — End of year	$	11.160		$	11.310		$	11.360		$	11.690		$	10.350

Total Return⁽²⁾		3.71	%		3.86	%		1.70	%		20.67	%		(0.73	)%⁽³⁾

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	42,251		$	12,397		$	8,552		$	6,196		$	5,517
Ratios (as a percentage of average daily net assets):
Expenses^(4)(5)(6)		1.10	%		1.10	%		1.10	%		1.10	%		1.10	%
Net investment income		3.38	%		2.60	%		2.73	%		3.01	%		3.86	%
Portfolio Turnover of the Portfolio		37	%		31	%		45	%		28	%		14	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽³⁾	The impact of the capital contribution by the administrator on total return for the year ended October 31, 2008 was less than 0.005%.

⁽⁴⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁵⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁶⁾	The administrator subsidized certain operating expenses (equal to 0.40%, 0.82%, 1.74%, 1.76% and 1.99% of average daily net assets for the years ended October 31, 2012, 2011, 2010, 2009 and 2008, respectively).


		10		See Notes to Financial Statements.

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31, 2012			Period Ended October 31, 2011⁽¹⁾
Net asset value — Beginning of period	$	11.270		$	11.460

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.297		$	0.150
Net realized and unrealized gain (loss)		0.024			(0.050	)

Total income from operations	$	0.321		$	0.100

Less Distributions
From net investment income	$	(0.341	)	$	(0.290	)
From net realized gain		(0.070	)		—
Tax return of capital		(0.060	)		—

Total distributions	$	(0.471	)	$	(0.290	)

Net asset value — End of period	$	11.120		$	11.270

Total Return⁽³⁾		2.97	%		0.85	%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	3,729		$	1,012
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		1.80	%		1.80	%⁽⁸⁾
Net investment income		2.70	%		1.97	%⁽⁸⁾
Portfolio Turnover of the Portfolio		37	%		31	%⁽⁹⁾

⁽¹⁾	For the period from commencement of operations on March 1, 2011 to October 31, 2011.

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁶⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁷⁾	The administrator subsidized certain operating expenses (equal to 0.40% and 0.82% of average daily net assets for the year ended October 31, 2012 and the period from commencement of operations on March 1, 2011 to October 31, 2011).

⁽⁸⁾	Annualized.

⁽⁹⁾	For the Portfolio’s year ended October 31, 2011.


		11		See Notes to Financial Statements.

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31, 2012			Period Ended October 31, 2011⁽¹⁾
Net asset value — Beginning of period	$	11.300		$	11.460

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.402		$	0.231
Net realized and unrealized gain (loss)		0.034			(0.024	)

Total income from operations	$	0.436		$	0.207

Less Distributions
From net investment income	$	(0.439	)	$	(0.367	)
From net realized gain		(0.070	)		—
Tax return of capital		(0.077	)		—

Total distributions	$	(0.586	)	$	(0.367	)

Net asset value — End of period	$	11.150		$	11.300

Total Return⁽³⁾		4.04	%		1.78	%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	44,458		$	19,959
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		0.80	%		0.80	%⁽⁸⁾
Net investment income		3.64	%		2.98	%⁽⁸⁾
Portfolio Turnover of the Portfolio		37	%		31	%⁽⁹⁾

⁽¹⁾	For the period from commencement of operations on March 1, 2011 to October 31, 2011.

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁶⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁷⁾	The administrator subsidized certain operating expenses (equal to 0.40% and 0.82% of average daily net assets for the year ended October 31, 2012 and the period from commencement of operations on March 1, 2011 to October 31, 2011).

⁽⁸⁾	Annualized.

⁽⁹⁾	For the Portfolio’s year ended October 31, 2011.


		12		See Notes to Financial Statements.

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Diversified Currency Income Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in International Income Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (30.8% at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolio. The consolidated financial statements of the Portfolio, including the consolidated portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

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

During the year ended October 31, 2012, a capital loss carryforward of $218,139 was utilized to offset net realized gains of the Fund.

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

2 Distributions to Shareholders


		13

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Notes to Financial Statements — continued

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

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Ordinary income	$	1,860,461	$	979,722
Long-term capital gains	$	475,242	$	—
Tax return of capital	$	328,543	$	—
	$	2,664,246	$	979,722

During the year ended October 31, 2012, accumulated net realized loss was decreased by $399,084, accumulated undistributed net investment income was decreased by $89,510 and paid-in capital was decreased by $309,574 due to differences between book and tax accounting, primarily for foreign currency gain (loss), swap contracts, paydown gain (loss), premium amortization and the Portfolio’s investment in a subsidiary. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Net unrealized depreciation	$	(88,272	)
Other temporary differences	$	(38,763	)

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

3 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Eaton Vance Management (EVM) as compensation for investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.625% of the Fund’s average daily net assets that are not invested in other investment companies for which EVM or its affiliates serve as investment adviser or administrator (“Investable Assets”) up to $1 billion and is payable monthly. On Investable Assets of $1 billion and over, the annual fee is reduced. For the year ended October 31, 2012, the Fund incurred no adviser fee on Investable Assets. To the extent the Fund’s assets are invested in the Portfolio, the Fund is allocated its share of the Portfolio’s adviser fee. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Consolidated Financial Statements which are included elsewhere in this report. EVM also serves as the administrator of the Fund, but receives no compensation. EVM has agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 1.10%, 1.80% and 0.80% of the Fund’s average daily net assets for Class A, Class C and Class I, respectively. This agreement may be changed or terminated after February 28, 2013. Pursuant to this agreement, EVM was allocated $211,522 of the Fund’s operating expenses for the year ended October 31, 2012.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $1,585 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $16,693 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. EVD also received distribution and service fees from Class A and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).


		14

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Notes to Financial Statements — continued

4 Distribution Plans

5 Contingent Deferred Sales Charges

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investment in the Portfolio aggregated $68,307,256 and $14,136,736, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2012			2011

Sales		3,377,385			756,993
Issued to shareholders electing to receive payments of distributions in Fund shares		85,742			24,563
Redemptions		(773,668	)		(438,238	)

Net increase		2,689,459			343,318


Class C	Year Ended October 31, 2012			Period Ended October 31, 2011⁽¹⁾

Sales		308,626			91,210
Issued to shareholders electing to receive payments of distributions in Fund shares		3,859			157
Redemptions		(67,142	)		(1,552	)

Net increase		245,343			89,815


		15

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Notes to Financial Statements — continued


Class I	Year Ended October 31, 2012			Period Ended October 31, 2011⁽¹⁾

Sales		3,967,467			1,796,227
Issued to shareholders electing to receive payments of distributions in Fund shares		65,402			12,841
Redemptions		(1,812,479	)		(43,198	)

Net increase		2,220,390			1,765,870

⁽¹⁾	For the period from commencement of operations on March 1, 2011 to October 31, 2011.


		16

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Eaton Vance Diversified Currency Income Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Diversified Currency Income Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2012


		17

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Federal Tax Information (Unaudited)

The Form 1099-DIV you receive in January 2013 will show the tax status of all distributions paid to your account in calendar year 2012. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of the foreign tax credit and capital gains dividends.

Foreign Tax Credit. The Fund paid foreign taxes of $50,843 and recognized foreign source income of $2,279,013.

Capital Gains Dividends. The Fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2012, $541,544 or, if subsequently determined to be different, the net capital gain of such year.


		18

International Income Portfolio

October 31, 2012

Consolidated Portfolio of Investments


Foreign Government Bonds — 29.6%


Security		Principal Amount		Value


Australia — 0.1%
Commonwealth of Australia, 6.25%, 4/15/15	AUD		146,000	$	164,792
Commonwealth of Australia, 6.50%, 5/15/13	AUD		152,000		160,867

Total Australia				$	325,659


Bosnia and Herzegovina — 0.9%
Republic of Srpska, 1.50%, 6/30/23	BAM		1,430,229	$	507,089
Republic of Srpska, 1.50%, 10/30/23	BAM		1,518,328		512,164
Republic of Srpska, 1.50%, 12/15/23	BAM		724,245		242,431
Republic of Srpska, 1.50%, 5/31/25	BAM		4,620,722		1,340,023
Republic of Srpska, 1.50%, 6/9/25	BAM		105,000		30,784

Total Bosnia and Herzegovina				$	2,632,491


Brazil — 2.1%
Nota do Tesouro Nacional, 6.00%, 5/15/15⁽¹⁾	BRL		11,400,221	$	6,139,361

Total Brazil				$	6,139,361


Canada — 1.2%
Canada Housing Trust, 2.20%, 3/15/14⁽²⁾	CAD		135,000	$	137,191
Canada Housing Trust, 3.60%, 6/15/13⁽²⁾	CAD		2,001,000		2,034,599
Canada Housing Trust, 3.75%, 3/15/20⁽²⁾	CAD		665,000		745,519
Canada Housing Trust, 4.10%, 12/15/18⁽²⁾	CAD		475,000		537,465

Total Canada				$	3,454,774


Colombia — 3.0%
Titulos De Tesoreria B, 6.00%, 4/17/13	COP		6,500,000,000	$	3,570,544
Titulos De Tesoreria B, 7.25%, 6/15/16	COP		9,100,000,000		5,290,799

Total Colombia				$	8,861,343


Costa Rica — 0.4%
Titulo Propiedad Ud, 1.00%, 1/12/22⁽¹⁾	CRC		480,702,006	$	743,864
Titulo Propiedad Ud, 1.63%, 7/13/16⁽¹⁾	CRC		266,476,112		504,477

Total Costa Rica				$	1,248,341


Denmark — 0.9%
Kingdom of Denmark, 4.00%, 11/15/15	DKK		215,000	$	41,804
Kingdom of Denmark, 4.00%, 11/15/17	DKK		1,008,000		206,117
Kingdom of Denmark, 5.00%, 11/15/13	DKK		10,898,000		1,993,215
Kingdom of Denmark, 7.00%, 11/10/24	DKK		790,000		221,921

Total Denmark				$	2,463,057


Security		Principal Amount		Value


Dominican Republic — 0.2%
Dominican Republic “Bonos Internos” Total Return Linked Bond (Citibank NA), 13.00%, 2/25/13⁽³⁾	DOP		25,000,000	$	640,840

Total Dominican Republic				$	640,840


Georgia — 2.8%
Georgia Treasury Bond, 7.40%, 4/19/14	GEL		5,880,000	$	3,565,030
Georgia Treasury Bond, 8.50%, 7/26/17	GEL		516,000		318,151
Georgia Treasury Bond, 8.90%, 1/12/14	GEL		810,000		498,642
Georgia Treasury Bond, 9.10%, 12/8/13	GEL		400,000		246,453
Georgia Treasury Bond, 9.80%, 4/26/17	GEL		490,000		316,158
Georgia Treasury Bond, 11.30%, 1/26/17	GEL		500,000		337,497
Georgia Treasury Bond, 12.00%, 6/15/13	GEL		500,000		311,008
Georgia Treasury Bond, 12.00%, 6/15/14	GEL		3,222,000		2,090,478
Georgia Treasury Bond, 12.00%, 9/15/15	GEL		500,000		338,515
Georgia Treasury Bond, 13.80%, 12/16/12	GEL		332,000		201,957

Total Georgia				$	8,223,889


Ghana — 1.0%
Ghana Government Bond, 23.00%, 8/21/17	GHS		2,000,000	$	1,196,850
Ghana Government Bond, 26.00%, 6/5/17	GHS		2,600,000		1,679,060

Total Ghana				$	2,875,910


Mexico — 2.2%
Mexican Bonos, 8.00%, 12/19/13	MXN		42,279,000	$	3,346,554
Mexican Bonos, 9.00%, 12/20/12	MXN		41,212,200		3,168,687

Total Mexico				$	6,515,241


Peru — 3.0%
Republic of Peru, 9.91%, 5/5/15	PEN		16,241,000	$	7,297,326
Republic of Peru, 9.91%, 5/5/15⁽⁴⁾	PEN		3,174,000		1,426,126

Total Peru				$	8,723,452


Philippines — 1.6%
Republic of the Philippines, 4.95%, 1/15/21	PHP		106,000,000	$	2,836,747
Republic of the Philippines, 8.75%, 3/3/13	PHP		75,770,000		1,889,773

Total Philippines				$	4,726,520


Serbia — 2.7%
Serbia Treasury Bill, 0.00%, 11/22/12	RSD		121,470,000	$	1,375,737
Serbia Treasury Bill, 0.00%, 7/4/13	RSD		329,070,000		3,443,580
Serbia Treasury Bond, 10.00%, 9/14/15	RSD		300,080,000		2,968,329

Total Serbia				$	7,787,646


		19		See Notes to Consolidated Financial Statements.

International Income Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security		Principal Amount		Value


Sweden — 0.4%
Government of Sweden, 3.75%, 8/12/17	SEK		5,510,000	$	936,331
Government of Sweden, 6.75%, 5/5/14	SEK		395,000		64,841

Total Sweden				$	1,001,172


Turkey — 2.9%
Turkey Government Bond, 0.00%, 11/7/12	TRY		15,276,000	$	8,517,148

Total Turkey				$	8,517,148


United Kingdom — 0.5%
United Kingdom Government Bond, 4.25%, 12/7/27	GBP		230,000	$	459,432
United Kingdom Government Bond, 4.75%, 3/7/20	GBP		285,000		570,943
United Kingdom Government Bond, 5.00%, 9/7/14	GBP		266,000		466,686

Total United Kingdom				$	1,497,061


Uruguay — 1.1%
Monetary Regulation Bill, 0.00%, 8/15/13	UYU		47,300,000	$	2,220,439
Monetary Regulation Bill, 0.00%, 2/27/14⁽¹⁾	UYU		3,604,265		178,136
Republic of Uruguay, 4.375%, 12/15/28⁽¹⁾	UYU		7,010,016		422,731
Uruguay Notas Del Teso, 10.25%, 8/22/15	UYU		9,980,000		514,159

Total Uruguay				$	3,335,465


Vietnam — 2.6%
Vietnam Government Bond, 8.80%, 6/15/14	VND		55,000,000,000	$	2,616,666
Vietnam Government Bond, 11.25%, 5/13/13	VND		46,250,000,000		2,236,200
Vietnam Government Bond, 11.40%, 4/19/13	VND		45,359,500,000		2,191,569
Vietnam Government Bond, 11.59%, 2/20/14	VND		8,696,500,000		429,009

Total Vietnam				$	7,473,444


Total Foreign Government Bonds (identified cost $84,823,225)				$	86,442,814


Collateralized Mortgage Obligations — 0.5%


Security		Principal Amount		Value
Federal Home Loan Mortgage Corp.:
Series 2127, Class PG, 6.25%, 2/15/29		$	364,593	$	386,561
Federal National Mortgage Association:
Series 2009-62, Class WA, 5.55%, 8/25/39⁽⁵⁾			901,385		1,016,453


Total Collateralized Mortgage Obligations (identified cost $1,314,968)				$	1,403,014


Mortgage Pass-Throughs — 3.9%
Security		Principal Amount		Value

Federal National Mortgage Association:
2.344%, with maturity at 2035⁽⁶⁾		$	1,392,975	$	1,466,732
4.154%, with maturity at 2035⁽⁶⁾			1,326,150		1,447,543
6.50%, with various maturities to 2036			2,639,352		3,070,697
7.00%, with maturity at 2033			944,381		1,104,203
7.50%, with maturity at 2035			522,711		642,282
8.50%, with maturity at 2032			468,934		598,437

				$	8,329,894

Government National Mortgage Association:
7.00%, with maturity at 2035		$	1,301,984	$	1,572,615
8.00%, with maturity at 2016			356,225		379,024
9.00%, with various maturities to 2024			886,919		1,050,800

				$	3,002,439


Total Mortgage Pass-Throughs (identified cost $10,474,553)				$	11,332,333


Precious Metals — 6.0%


Description		Troy Ounces		Value
Gold⁽⁷⁾			6,349	$	10,929,966
Platinum⁽⁷⁾			4,250		6,671,323


Total Precious Metals (identified cost $17,123,704)				$	17,601,289


Short-Term Investments — 58.6%

Foreign Government Securities — 31.8%


Security		Principal Amount (000’s omitted)		Value

Croatia — 1.6%
Republic of Croatia Ministry of Finance, 0.00%, 5/9/13	HRK		28,000	$	4,775,178

Total Croatia				$	4,775,178


Georgia — 1.2%
Bank of Georgia Promissory Note, 1.00%, 12/20/12⁽⁴⁾	AZN		901	$	1,149,142
Georgia Treasury Bill, 0.00%, 1/17/13	GEL		3,000		1,784,752
Georgia Treasury Bill, 0.00%, 3/14/13	GEL		980		577,228

Total Georgia				$	3,511,122


		20		See Notes to Consolidated Financial Statements.

International Income Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security		Principal Amount (000’s omitted)		Value


Hong Kong — 1.8%
Hong Kong Treasury Bill, 0.00%, 11/7/12	HKD		20,000	$	2,580,548
Hong Kong Treasury Bill, 0.00%, 1/30/13	HKD		20,000		2,578,874

Total Hong Kong				$	5,159,422


Hungary — 0.9%
Hungary Treasury Bill, 0.00%, 12/12/12	HUF		593,320	$	2,702,008

Total Hungary				$	2,702,008


Malaysia — 4.1%
Bank Negara Monetary Note, 0.00%, 11/22/12	MYR		10,823	$	3,547,189
Bank Negara Monetary Note, 0.00%, 12/20/12	MYR		17,534		5,734,020
Bank Negara Monetary Note, 0.00%, 1/10/13	MYR		8,005		2,613,405

Total Malaysia				$	11,894,614


Mauritius — 1.0%
Mauritius Treasury Bill, 0.00%, 1/24/13	MUR		54,700	$	1,756,678
Mauritius Treasury Bill, 0.00%, 4/26/13	MUR		36,300		1,153,340

Total Mauritius				$	2,910,018


Mexico — 1.0%
Mexico Cetes, 0.00%, 9/19/13	MXN		39,750	$	2,916,224

Total Mexico				$	2,916,224


Nigeria — 4.5%
Nigeria Treasury Bill, 0.00%, 2/7/13	NGN		98,200	$	603,145
Nigeria Treasury Bill, 0.00%, 2/21/13	NGN		168,070		1,027,337
Nigeria Treasury Bill, 0.00%, 3/7/13	NGN		145,800		884,469
Nigeria Treasury Bill, 0.00%, 3/28/13	NGN		97,400		589,855
Nigeria Treasury Bill, 0.00%, 4/4/13	NGN		377,600		2,281,108
Nigeria Treasury Bill, 0.00%, 4/25/13	NGN		52,900		315,824
Nigeria Treasury Bill, 0.00%, 5/9/13	NGN		45,800		272,384
Nigeria Treasury Bill, 0.00%, 5/23/13	NGN		285,000		1,692,197
Nigeria Treasury Bill, 0.00%, 10/24/13	NGN		975,000		5,416,661

Total Nigeria				$	13,082,980


Philippines — 2.1%
Philippine Treasury Bill, 0.00%, 11/7/12	PHP		37,880	$	919,483
Philippine Treasury Bill, 0.00%, 2/6/13	PHP		71,520		1,734,202
Philippine Treasury Bill, 0.00%, 8/7/13	PHP		149,240		3,599,402

Total Philippines				$	6,253,087


Security		Principal Amount (000’s omitted)		Value


Serbia — 1.5%
Serbia Treasury Bill, 0.00%, 1/17/13	RSD		310,500	$	3,449,359
Serbia Treasury Bill, 0.00%, 3/28/13	RSD		79,350		859,338

Total Serbia				$	4,308,697


South Korea — 3.8%
Korea Monetary Stabilization Bond, 0.00%, 11/13/12	KRW		4,505,800	$	4,127,287
Korea Monetary Stabilization Bond, 0.00%, 12/25/12	KRW		7,706,910		7,035,573

Total South Korea				$	11,162,860


Sri Lanka — 4.1%
Sri Lanka Treasury Bill, 0.00%, 12/7/12	LKR		244,000	$	1,854,513
Sri Lanka Treasury Bill, 0.00%, 2/1/13	LKR		18,260		136,565
Sri Lanka Treasury Bill, 0.00%, 3/8/13	LKR		859,290		6,350,494
Sri Lanka Treasury Bill, 0.00%, 3/29/13	LKR		8,590		63,025
Sri Lanka Treasury Bill, 0.00%, 6/7/13	LKR		465,550		3,335,618
Sri Lanka Treasury Bill, 0.00%, 10/4/13	LKR		50,880		350,584

Total Sri Lanka				$	12,090,799


Thailand — 2.7%
Bank of Thailand, 0.00%, 11/8/12	THB		110,050	$	3,589,306
Bank of Thailand, 0.00%, 11/15/12	THB		134,029		4,369,608

Total Thailand				$	7,958,914


Uruguay — 1.5%
Monetary Regulation Bill, 0.00%, 2/15/13	UYU		52,100	$	2,565,462
Monetary Regulation Bill, 0.00%, 4/26/13⁽¹⁾	UYU		33,758		1,696,999

Total Uruguay				$	4,262,461


Total Foreign Government Securities (identified cost $92,511,167)				$	92,988,384


U.S. Treasury Obligations — 6.9%


Security		Principal Amount (000s omitted)		Value
U.S. Treasury Bill, 0.00%, 11/15/12⁽⁸⁾		$	20,200	$	20,199,495


Total U.S. Treasury Obligations (identified cost $20,199,368)				$	20,199,495


		21		See Notes to Consolidated Financial Statements.

International Income Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Other — 19.9%


Description	Interest (000’s omitted)		Value

Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽⁹⁾	$	58,129	$	58,129,189


Total Other (identified cost $58,129,189)			$	58,129,189


Total Short-Term Investments (identified cost $170,839,724)			$	171,317,068


Total Investments — 98.6% (identified cost $284,576,174)			$	288,096,518


Other Assets, Less Liabilities — 1.4%			$	4,237,442


Net Assets — 100.0%			$	292,333,960

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


AUD	–	Australian Dollar
AZN	–	Azerbaijani Manat
BAM	–	Bosnia-Herzegovina Convertible Mark
BRL	–	Brazilian Real
CAD	–	Canadian Dollar
COP	–	Colombian Peso
CRC	–	Costa Rican Colon
DKK	–	Danish Krone
DOP	–	Dominican Peso
GBP	–	British Pound Sterling
GEL	–	Georgian Lari
GHS	–	Ghanaian Cedi
HKD	–	Hong Kong Dollar
HRK	–	Croatian Kuna
HUF	–	Hungarian Forint
KRW	–	South Korean Won
LKR	–	Sri Lankan Rupee
MUR	–	Mauritian Rupee
MXN	–	Mexican Peso
MYR	–	Malaysian Ringgit
NGN	–	Nigerian Naira
PEN	–	Peruvian New Sol
PHP	–	Philippine Peso
RSD	–	Serbian Dinar
SEK	–	Swedish Krona
THB	–	Thai Baht
TRY	–	New Turkish Lira
UYU	–	Uruguayan Peso
VND	–	Vietnamese Dong

⁽¹⁾

⁽²⁾

⁽³⁾

Represents a structured security whose market value and interest rate are linked to the performance of the underlying security.

⁽⁴⁾

⁽⁵⁾

Weighted average fixed-rate coupon that changes/updates monthly.

⁽⁶⁾

Adjustable rate mortgage security. Rate shown is the rate at October 31, 2012.

⁽⁷⁾

Non-income producing security.

⁽⁸⁾

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

⁽⁹⁾

Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2012.


		22		See Notes to Consolidated Financial Statements.

International Income Portfolio

October 31, 2012

Consolidated Statement of Assets and Liabilities


Assets	October 31, 2012
Investments —
Securities of unaffiliated issuers, at value (identified cost, $209,323,281)	$	212,366,040
Affiliated investment, at value (identified cost, $58,129,189)		58,129,189
Precious metals, at value (identified cost, $17,123,704)		17,601,289
Total Investments, at value (identified cost, $284,576,174)	$	288,096,518
Cash	$	449,792
Restricted cash*		10,000
Foreign currency, at value (identified cost, $4,464,719)		4,454,433
Interest receivable		1,940,763
Interest receivable from affiliated investment		7,241
Receivable for open forward foreign currency exchange contracts		510,703
Receivable for closed forward foreign currency exchange contracts		18,515
Receivable for closed swap contracts		8,270
Receivable for closed options		13,126
Tax reclaims receivable		2,664
Total assets	$	295,512,025

Liabilities
Payable for investments purchased	$	2,579,928
Payable for variation margin on open financial futures contracts		18,344
Payable for open forward foreign currency exchange contracts		276,358
Payable for closed forward foreign currency exchange contracts		2,784
Payable to affiliates:
Investment adviser fee		149,981
Trustees’ fees		890
Accrued expenses		149,780
Total liabilities	$	3,178,065
Net Assets applicable to investors’ interest in Portfolio	$	292,333,960

Sources of Net Assets
Investors’ capital	$	288,576,070
Net unrealized appreciation		3,757,890
Total	$	292,333,960

*	Represents restricted cash on deposit at the custodian as collateral for open financial contracts.


		23		See Notes to Consolidated Financial Statements.

International Income Portfolio

October 31, 2012

Consolidated Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest (net of foreign taxes, $266,150)	$	10,801,614
Interest allocated from affiliated investment		52,796
Expenses allocated from affiliated investment		(7,011	)
Total investment income	$	10,847,399

Expenses
Investment adviser fee	$	1,522,808
Trustees’ fees and expenses		10,203
Custodian fee		480,713
Legal and accounting services		104,396
Miscellaneous		18,352
Total expenses	$	2,136,472
Deduct —
Reduction of custodian fee	$	355
Total expense reductions	$	355

Net expenses	$	2,136,117

Net investment income	$	8,711,282

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(3,985,371	)
Investment transactions allocated from affiliated investment		671
Financial futures contracts		(400,129	)
Swap contracts		210,431
Foreign currency and forward foreign currency exchange contract transactions		3,575,479
Net realized loss	$	(598,919	)
Change in unrealized appreciation (depreciation) —
Investments (including net decrease of $70,230 from precious metals)	$	1,537,837
Financial futures contracts		27,822
Swap contracts		(275,074	)
Foreign currency and forward foreign currency exchange contracts		407,805
Net change in unrealized appreciation (depreciation)	$	1,698,390

Net realized and unrealized gain	$	1,099,471

Net increase in net assets from operations	$	9,810,753


		24		See Notes to Consolidated Financial Statements.

International Income Portfolio

October 31, 2012

Consolidated Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	8,711,282		$	5,290,442
Net realized gain (loss) from investment transactions, financial futures contracts, swap contracts, foreign currency and forward foreign currency exchange contract transactions		(598,919	)		7,529,517
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, swap contracts, foreign currency and forward foreign currency exchange contracts		1,698,390			(6,091,788	)
Net increase in net assets from operations	$	9,810,753		$	6,728,171
Capital transactions —
Contributions	$	95,846,225		$	35,325,507
Withdrawals		(19,978,899	)		(4,103,246	)
Net increase in net assets from capital transactions	$	75,867,326		$	31,222,261

Net increase in net assets	$	85,678,079		$	37,950,432

Net Assets
At beginning of year	$	206,655,881		$	168,705,449
At end of year	$	292,333,960		$	206,655,881


		25		See Notes to Consolidated Financial Statements.

International Income Portfolio

October 31, 2012

Consolidated Supplementary Data


	Year Ended October 31,
Ratios/Supplemental Data	2012			2011			2010			2009			2008
Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.88	%		0.92	%		0.96	%		0.90	%		1.01	%
Net investment income		3.57	%		2.81	%		2.51	%		3.34	%		4.01	%
Portfolio Turnover		37	%		31	%		45	%		28	%		14	%

Total Return		3.93	%		4.05	%		1.85	%		20.91	%		(0.64	)%

Net assets, end of year (000’s omitted)	$	292,334		$	206,656		$	168,705		$	69,581		$	33,755

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


		26		See Notes to Consolidated Financial Statements.

International Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements

1 Significant Accounting Policies

International Income Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is total return. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2012, Eaton Vance Diversified Currency Income Fund, Eaton Vance International (Cayman Islands) Strategic Income Fund and Eaton Vance Strategic Income Fund held an interest of 30.8%, 10.8% and 57.4%, respectively, in the Portfolio.

The Portfolio seeks to gain exposure to the commodity markets, in whole or in part, through investments in Eaton Vance IIP Commodity Subsidiary, Ltd. (the Subsidiary), a wholly-owned subsidiary of the Portfolio organized under the laws of the Cayman Islands with the same objective and investment policies and restrictions as the Portfolio. The Portfolio may invest up to 25% of its total assets in the Subsidiary. The net assets of the Subsidiary at October 31, 2012 were $18,019,780 or 6.2% of the Portfolio’s consolidated net assets. The accompanying consolidated financial statements include the accounts of the Subsidiary. Intercompany balances and transactions have been eliminated in consolidation.

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

A Investment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned, fixed-rate 30-year mortgage-backed securities as noted below) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Most seasoned, fixed-rate 30-year mortgage-backed securities are valued through the use of the investment adviser’s matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers. Short-term obligations purchased with a remaining maturity of sixty days or less (excluding those that are non-U.S. dollar denominated, which typically are valued by a pricing service or dealer quotes) are generally valued at amortized cost, which approximates market value. Precious metals are valued at the New York composite mean quotation reported by Bloomberg at the valuation time. Exchange-traded options are valued at the mean between the bid and asked prices at valuation time as reported by the Options Price Reporting Authority for U.S. listed options or by the relevant exchange or board of trade for non-U.S. listed options. Over-the-counter options (including options on securities, indices and foreign currencies) are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the volatility of the underlying instrument and the period of time until option expiration. Financial futures contracts are valued at the closing settlement price established by the board of trade or exchange on which they are traded. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. Interest rate swaps are normally valued using valuations provided by a third party pricing service. Such pricing service valuations are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract. Future cash flows are discounted to their present value using swap rates provided by electronic data services or by broker/dealers. Credit default swaps are normally valued using valuations provided by a third party pricing service. The pricing services employ electronic data processing techniques to determine the present value based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary models. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.


		27

International Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

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.

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

I Financial Futures Contracts — Upon entering into a financial futures contract, the Portfolio is required to deposit with the broker, either in cash or securities, an amount equal to a certain percentage of the purchase price (initial margin). Subsequent payments, known as variation margin, are made or received by the Portfolio each business day, depending on the daily fluctuations in the value of the underlying security, and are recorded as unrealized gains or losses by the Portfolio. Gains (losses) are realized upon the expiration or closing of the financial futures contracts. Should market conditions change unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. Futures contracts have minimal counterparty risk as they are exchange traded and the clearinghouse for the exchange is substituted as the counterparty, guaranteeing counterparty performance.


		28

International Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

accordance with the Portfolio’s policies on investment valuations discussed above. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. When an index option is exercised, the Portfolio is required to deliver an amount of cash determined by the excess of the strike price of the option over the value of the index (in the case of a put) or the excess of the value of the index over the strike price of the option (in the case of a call) at contract termination. If a put option on a security is exercised, the premium reduces the cost basis of the securities purchased by the Portfolio. The Portfolio, as a writer of an option, may have no control over whether the underlying securities or other assets may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities or other assets underlying the written option. The Portfolio may also bear the risk of not being able to enter into a closing transaction if a liquid secondary market does not exist.

O Credit Default Swaps — When the Portfolio is the buyer of a credit default swap contract, the Portfolio is entitled to receive the par (or other agreed-upon) value of a referenced debt obligation (or basket of debt obligations) from the counterparty to the contract if a credit event by a third party, such as a U.S. or foreign corporate issuer or sovereign issuer, on the debt obligation occurs. In return, the Portfolio pays the counterparty a periodic stream of payments over the term of the contract provided that no credit event has occurred. If no credit event occurs, the Portfolio would have spent the stream of payments and received no proceeds from the contract. When the Portfolio is the seller of a credit default swap contract, it receives the stream of payments, but is obligated to pay to the buyer of the protection an amount up to the notional amount of the swap and in certain instances take delivery of securities of the reference entity upon the occurrence of a credit event, as defined under the terms of that particular swap agreement. Credit events are contract specific but may include bankruptcy, failure to pay, restructuring, obligation acceleration and repudiation/moratorium. If the Portfolio is a seller of protection and a credit event occurs, the maximum potential amount of future payments that the Portfolio could be required to make would be an amount equal to the notional amount of the agreement. This potential amount would be partially offset by any recovery value of the respective referenced obligation, or net amount received from the settlement of a buy protection credit default swap agreement entered into by the Portfolio for the same referenced obligation. As the seller, the Portfolio may create economic leverage to its portfolio because, in addition to its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Portfolio also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Upfront payments or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. For financial reporting purposes, unamortized upfront payments, if any, are netted with unrealized appreciation or depreciation on swap contracts to determine the market value of swaps as presented in Notes 5 and 8. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to the notional amount of the credit default swaps of which it is the seller. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to any unrealized depreciation of the credit default swaps of which it is the buyer, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.


		29

International Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

repurchase price during the term of the repurchase agreement. The terms of a repurchase agreement entered to settle a short sale may provide that the cash purchase price paid by the Portfolio is more than the value of purchased securities that effectively collateralize the repurchase price payable by the counterparty. Since in such a transaction, the Portfolio normally will have used the purchased securities to settle the short sale, the Portfolio will segregate liquid assets equal to the marked to market value of the purchased securities that it is obligated to return to the counterparty under the repurchase agreement. In the event of insolvency of the counterparty to a repurchase agreement, recovery of the repurchase price owed to the Portfolio may be delayed. Such an insolvency also may result in a loss to the extent that the value of the purchased securities decreases during the delay or that value has otherwise not been maintained at an amount at least equal to the repurchase price.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio and the Subsidiary. Pursuant to the investment advisory agreement between the Portfolio and BMR and the investment advisory agreement between the Subsidiary and BMR, the Portfolio and Subsidiary each pay BMR a fee at an annual rate of 0.625% of its respective average daily net assets up to $1 billion and at reduced rates on daily net assets of $1 billion or more, and is payable monthly. In determining the investment adviser fee for the Portfolio and Subsidiary, the applicable advisory fee rate is based on the average daily net assets of the Portfolio (inclusive of its interest in the Subsidiary). Such fee rate is then assessed separately on the Portfolio’s average daily net assets (exclusive of its interest in the Subsidiary) and the Subsidiary’s average daily net assets to determine the amount of the investment adviser fee. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2012, the Portfolio’s investment adviser fee amounted to $1,522,808 or 0.625% of the Portfolio’s consolidated average daily net assets.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities and paydowns, for the year ended October 31, 2012 were as follows:


	Purchases		Sales

Investments (non-U.S. Government)	$	69,113,703	$	39,980,276
U.S. Government and Agency Securities		—		2,557,333

	$	69,113,703	$	42,537,609

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	285,042,039

Gross unrealized appreciation	$	6,383,530
Gross unrealized depreciation		(3,329,051	)

Net unrealized appreciation	$	3,054,479

The net unrealized appreciation on futures contracts, foreign currency and forward foreign currency exchange contracts at October 31, 2012 on a federal income tax basis was $170,662.

5 Financial Instruments


		30

International Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

A summary of obligations under these financial instruments at October 31, 2012 is as follows:


Forward Foreign Currency Exchange Contracts


Sales
Settlement Date	Deliver	In Exchange For	Counterparty	Net Unrealized Appreciation (Depreciation)

11/26/12	Euro 22,473,624	United States Dollar 29,148,290	State Street Bank and Trust Co.	$	13,027
11/26/12	Euro 883,149	United States Dollar 1,145,745	State Street Bank and Trust Co.		812
12/17/12	Canadian Dollar 1,300,000	United States Dollar 1,290,943	Citibank NA		(9,444	)

				$	4,395


Purchases
Settlement Date	In Exchange For	Deliver	Counterparty	Net Unrealized Appreciation (Depreciation)

11/7/12	Guatemalan Quetzal 41,100,000	United States Dollar 5,227,411	Citibank NA	$	15,367
11/13/12	Polish Zloty 12,636,408	Euro 3,073,580	Barclays Bank PLC		(30,063	)
11/13/12	Polish Zloty 12,636,000	Euro 3,074,079	JPMorgan Chase Bank		(30,837	)
11/19/12	Singapore Dollar 12,290,244	United States Dollar 9,996,782	Standard Chartered Bank		78,658
11/19/12	Yuan Renminbi 32,484,000	United States Dollar 5,170,142	Goldman Sachs International		27,869
11/19/12	Yuan Renminbi 35,902,000	United States Dollar 5,711,877	Standard Chartered Bank		33,074
11/26/12	Swedish Krona 36,809,000	Euro 4,322,081	Barclays Bank PLC		(57,678	)
11/26/12	Swedish Krona 22,708,923	Euro 2,666,493	Deutsche Bank		(35,625	)
11/27/12	Norwegian Krone 52,604,281	Euro 7,133,267	Citibank NA		(29,331	)
11/27/12	Norwegian Krone 20,290,000	Euro 2,743,753	Deutsche Bank		(1,435	)
11/30/12	Swiss Franc 1,240,000	Euro 1,033,204	Deutsche Bank		(7,486	)
12/4/12	Brazilian Real 6,050,000	United States Dollar 2,964,378	BNP Paribas SA		2,445
12/10/12	Indonesian Rupiah 38,304,000,000	United States Dollar 3,988,338	JPMorgan Chase Bank		(20,602	)
12/14/12	Indian Rupee 272,100,000	United States Dollar 4,848,928	BNP Paribas SA		168,390


		31

International Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Forward Foreign Currency Exchange Contracts (continued)


Purchases
Settlement Date	In Exchange For	Deliver	Counterparty	Net Unrealized Appreciation (Depreciation)

12/14/12	Indian Rupee 155,140,000	United States Dollar 2,862,679	BNP Paribas SA	$	(2,015	)
12/14/12	Israeli Shekel 5,247,000	United States Dollar 1,323,980	BNP Paribas SA		24,683
12/17/12	Canadian Dollar 3,650,795	United States Dollar 3,553,085	Australia and New Zealand Banking Group Limited		98,796
12/26/12	Indian Rupee 294,310,000	United States Dollar 5,468,108	Citibank NA		(51,842	)
4/30/13	Russian Ruble 93,900,000	United States Dollar 2,896,807	BNP Paribas SA		10,025
6/14/13	Canadian Dollar 1,430,000	United States Dollar 1,386,901	Barclays Bank PLC		37,557

				$	229,950


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

12/12	34 U.S. 5-Year Treasury Note	Short	$	(4,226,625	)	$	(4,224,500	)	$	2,125
12/12	14 U.S. 10-Year Treasury Note	Short		(1,860,031	)		(1,862,437	)		(2,406	)
12/12	7 U.S. 30-Year Treasury Bond	Short		(1,050,235	)		(1,045,188	)		5,047

									$	4,766

At October 31, 2012, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

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

Credit Risk: The Portfolio entered into credit default swap contracts to manage certain investment risks and/or to enhance total return.

Foreign Exchange Risk: The Portfolio engages in forward foreign currency exchange contracts to enhance total return, to seek to hedge against fluctuations in currency exchange rates and/or as a substitute for the purchase or sale of securities or currencies.

Interest Rate Risk: The Portfolio utilizes various interest rate derivatives including futures and interest rate swaps to enhance total return, to seek to hedge against fluctuations in interest rates and/or to change the effective duration of its portfolio.

The Portfolio enters into swap contracts and forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those derivatives in a liability position. At October 31, 2012, the fair value of derivatives with credit-related contingent features in a net liability position was $279,142. The aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $159,996 at October 31, 2012.


		32

International Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

Portfolio would incur due to counterparty risk was $529,218 with the highest amount from any one counterparty being $205,910. Such maximum amount would be reduced by any unamortized upfront payments received by the Portfolio. Such amount would be increased by any unamortized upfront payments made by the Portfolio. To mitigate this risk, the Portfolio has entered into master netting agreements with substantially all its derivative counterparties, which allows it and a counterparty to aggregate amounts owed by each of them for derivative transactions under the agreement into a single net amount payable by either the Portfolio or the counterparty. At October 31, 2012, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $58,000 due to master netting agreements. Counterparties may be required to pledge collateral in the form of cash, U.S. Government securities or highly-rated bonds for the benefit of the Portfolio if the net amount due from the counterparty with respect to a derivative contract exceeds a certain threshold. The amount of collateral posted by the counterparties with respect to such contracts would also reduce the amount of any loss incurred.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2012 was as follows:


	Fair Value
Consolidated Statement of Assets and Liabilities Caption	Credit			Foreign Exchange			Interest Rate

Net unrealized appreciation*	$	—		$	—		$	7,172
Receivable for open forward foreign currency exchange contracts		—			510,703			—

Total Asset Derivatives	$	—		$	510,703		$	7,172

Net unrealized appreciation*	$	—		$	—		$	(2,406	)
Payable for open forward foreign currency exchange contracts		—			(276,358	)		—

Total Liability Derivatives	$	—		$	(276,358	)	$	(2,406	)


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

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Consolidated Statement of Operations by risk exposure for the year ended October 31, 2012 was as follows:


Consolidated Statement of Operations Caption	Credit			Foreign Exchange			Interest Rate

Net realized gain (loss) —
Financial futures contracts	$	—		$	—		$	(400,129	)
Swap contracts		133,419			—			77,012

Foreign currency and forward foreign currency exchange contract transactions		—			3,340,507			—

Total	$	133,419		$	3,340,507		$	(323,117	)

Change in unrealized appreciation (depreciation) —
Financial futures contracts	$	—		$	—		$	27,822
Swap contracts		(143,418	)		—			(131,656	)

Foreign currency and forward foreign currency exchange contracts		—			563,092			—

Total	$	(143,418	)	$	563,092		$	(103,834	)

The average notional amounts of futures contracts, forward foreign currency exchange contracts and swap contracts outstanding during the year ended October 31, 2012, which are indicative of the volume of these derivative types, were approximately $5,985,000, $113,193,000 and $2,664,000, respectively.


		33

International Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

6 Line of Credit

7 Risks Associated with Foreign Investments

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

8 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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


		34

International Income Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

At October 31, 2012, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1			Level 2			Level 3		Total

Foreign Government Bonds	$	—		$	86,442,814		$	—	$	86,442,814
Collateralized Mortgage Obligations		—			1,403,014			—		1,403,014
Mortgage Pass-Throughs		—			11,332,333			—		11,332,333
Precious Metals		17,601,289			—			—		17,601,289
Short-Term Investments —
Foreign Government Securities		—			92,988,384			—		92,988,384
U.S. Treasury Obligations		—			20,199,495			—		20,199,495
Other		—			58,129,189			—		58,129,189

Total Investments	$	17,601,289		$	270,495,229		$	—	$	288,096,518

Forward Foreign Currency Exchange Contracts	$	—		$	510,703		$	—	$	510,703
Futures Contracts		7,172			—			—		7,172

Total	$	17,608,461		$	271,005,932		$	—	$	288,614,393

Liability Description

Forward Foreign Currency Exchange Contracts	$	—		$	(276,358	)	$	—	$	(276,358	)
Futures Contracts		(2,406	)		—			—		(2,406	)

Total	$	(2,406	)	$	(276,358	)	$	—	$	(278,764	)


		35

International Income Portfolio

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of International Income Portfolio:

We have audited the accompanying consolidated statement of assets and liabilities of International Income Portfolio and subsidiary (the “Portfolio”), including the consolidated portfolio of investments, as of October 31, 2012, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended, and the consolidated supplementary data for each of the five years in the period then ended. These consolidated financial statements and consolidated supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated supplementary data based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and consolidated supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements and consolidated supplementary data referred to above present fairly, in all material respects, the financial position of International Income Portfolio and subsidiary as of October 31, 2012, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2012


		36

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and International Income Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 187 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.


Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) and Directorships 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 187 registered investment companies. 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 and Hexavest Inc.


Noninterested Trustees

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

Benjamin C. Esty 1963	Trustee	Of the Trust since 2005 and of the Portfolio since 2007	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Of the Trust since 2003 and of the Portfolio since 2007	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾None.

Ronald A. Pearlman 1940	Trustee	Of the Trust since 2003 and of the Portfolio since 2007	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.


		37

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Management and Organization — continued


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

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Of the Trust since 1998 and of the Portfolio since 2007	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) and Professor of Law (2001-2006), University of California at Los Angeles School of Law. Directorships in the Last Five Years.⁽¹⁾ None.

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

Ralph F. Verni 1943	Chairman of the Board and Trustee	Chairman of the Board and Trustee of the Portfolio since 2007 and Trustee of the Trust since 2005	Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006). Directorships in the Last Five Years.⁽¹⁾ None.


Principal Officers who are not Trustees
Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) During Past Five Years
Duncan W. Richardson 1957	President of the Trust	Since 2011	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

John R. Baur 1970	President of the Portfolio	Since 2012	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Vice President and Chief Income Investment Officer 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.

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.


		38

Eaton Vance

Diversified Currency Income Fund

October 31, 2012

Management and Organization — continued

⁽¹⁾


		39

Eaton Vance Funds

IMPORTANT NOTICES

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


		40

Investment Adviser of International Income Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Investment Adviser and Administrator of Eaton Vance Diversified Currency Income Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

LOGO


3042-12/12		INTLISRC

Eaton Vance

Low Duration Government Income Fund

Annual Report

October 31, 2012

LOGO

LOGO

Annual Report October 31, 2012

Eaton Vance

Low Duration Government Income Fund¹


Table of Contents

Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			19 and 33

Federal Tax Information			20

Management and Organization			34

Important Notices			38

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Management’s Discussion of Fund Performance²

Economic and Market Conditions

In the beginning of the second half of the period, the investment backdrop became increasingly more favorable for U.S. government securities. The sovereign debt crisis in Europe intensified in the spring, which tempered future expectations of global economic growth and fueled investors’ appetite for investments that historically had provided safe havens amid periods of economic and market uncertainty. In the environment, yields on the 30-year Treasury fell nearly 100 basis points during the spring and summer, touching multidecade lows and producing equity-like returns over the time period.

announcement, with yield spreads compared to Treasurys tightening to their lows of the year.

Fund Performance

For the fiscal year ending October 31, 2012, Eaton Vance Low Duration Government Income Fund’s (the Fund) Class A shares at net asset value (NAV) had a total return of 3.71%. By comparison, the Fund’s benchmark, the BofA Merrill Lynch 1-3 Year U.S. Treasury Index (the Index)³returned 0.41% for the period.

The Fund’s outperformance versus the Index was primarily due to its investment in seasoned agency MBS. Agency MBS outperformed comparable-duration Treasurys during the past 12 months as yield spreads tightened. The Fund also benefited from its investment in seasoned interest only and inverse floating-rate interest only MBS, as there was substantial spread tightening in the sector over the year. A weak labor market and sluggish growth in the U.S. economy led to the Fed announcing an open-ended program of MBS purchases in September 2012. The Fed’s renewed involvement in the MBS market in the form of QE3 caused a further increase in the prices of MBS investments.

Also boosting relative performance versus the Index in the period was the Fund’s exposure to senior secured floating-rate bank loans through its investment in Floating Rate Portfolio. At the start of the period, the asset class was recovering from a late-summer 2011 sell-off. Prices continued to appreciate during the 12-month period, as favorable macroeconomic developments and positive technical trends provided a supportive environment for risk assets. Improving company fundamentals, earnings growth and low new default rates also favorably impacted the performance of loans in the Floating Rate Portfolio.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Performance^3,4

Portfolio Manager Susan Schiff, CFA


% Average Annual Total Returns	Inception Date		One Year			Five Years			Ten Years			Since Inception
Class A at NAV		09/30/2002		3.71	%		3.84	%		3.12	%		—
Class A with 2.25% Maximum Sales Charge		—		1.34			3.36			2.88			—
Class B at NAV		09/30/2002		2.93			3.05			2.35			—
Class B with 3% Maximum Sales Charge		—		–0.07			3.05			2.35			—
Class C at NAV		09/30/2002		3.08			3.20			2.50			—
Class C with 1% Maximum Sales Charge		—		2.08			3.20			2.50			—
Class I at NAV		05/04/2009		3.98			—			—			3.78	%
BofA Merrill Lynch 1–3 Year U.S. Treasury Index		—		0.41	%		2.70	%		2.77	%		—

% Total Annual Operating Expense Ratios⁵			Class A			Class B			Class C			Class I
				0.93	%		1.68	%		1.53	%		0.68	%

Performance 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.

LOGO

Performance of Investment

Amount Invested

Period Beginning

At NAV

With Maximum

Sales Charge

Class B

10,000

10/31/2002

12,615

N.A.

Class C

10,000

10/31/2002

12,808

N.A.

Class I

250,000

05/04/2009

284,625

N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Fund Profile ⁶

LOGO

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Endnotes and Additional Disclosures

¹	Prior to 11/13/12, the Fund was called Eaton Vance Low Duration Fund.

BofA Merrill Lynch 1-3 Year U.S. Treasury Index is an unmanaged index of short-term U.S. Treasury securities. BofA Merrill Lynch^® indices not for redistribution or other uses; provided “as is”, without warranties, and with no liability. Eaton Vance has prepared this report, BofAML does not endorse it, or guarantee, review, or endorse Eaton Vance’s products. 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.

⁴

⁵	Source: Fund prospectus.

⁶	Fund primarily invests in one or more affiliated investment companies (Portfolios) and may also invest directly. Unless otherwise noted, references to investments are to the aggregate holdings of the Fund and the Portfolios.

Fund profile subject to change due to active management.


		5

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)		Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	1,018.50	$	4.72		0.93	%
Class B	$	1,000.00	$	1,014.60	$	8.56		1.69	%
Class C	$	1,000.00	$	1,015.30	$	7.75		1.53	%
Class I	$	1,000.00	$	1,019.80	$	3.45		0.68	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,020.50	$	4.72		0.93	%
Class B	$	1,000.00	$	1,016.60	$	8.57		1.69	%
Class C	$	1,000.00	$	1,017.40	$	7.76		1.53	%
Class I	$	1,000.00	$	1,021.70	$	3.46		0.68	%


		6

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investment in Short-Term U.S. Government Portfolio, at value (identified cost, $326,075,820)	$	354,874,971
Investment in Floating Rate Portfolio, at value (identified cost, $40,226,073)		43,050,908
Investment in Government Obligations Portfolio, at value (identified cost, $26,822,506)		28,285,467
Receivable for Fund shares sold		796,299
Total assets	$	427,007,645

Liabilities
Payable for Fund shares redeemed	$	1,018,557
Distributions payable		201,840
Payable to affiliates:
Distribution and service fees		143,622
Trustees’ fees		42
Accrued expenses		115,275
Total liabilities	$	1,479,336
Net Assets	$	425,528,309

Sources of Net Assets
Paid-in capital	$	428,809,738
Accumulated net realized loss from Portfolios		(36,369,423	)
Accumulated undistributed net investment income		1,047
Net unrealized appreciation from Portfolios		33,086,947
Total	$	425,528,309

Class A Shares
Net Assets	$	216,429,603
Shares Outstanding		24,004,775
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	9.02
Maximum Offering Price Per Share
(100 ÷ 97.75 of net asset value per share)	$	9.23

Class B Shares
Net Assets	$	7,565,062
Shares Outstanding		837,991
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	9.03

Class C Shares
Net Assets	$	127,146,370
Shares Outstanding		14,084,105
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	9.03

Class I Shares
Net Assets	$	74,387,274
Shares Outstanding		8,257,950
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	9.01

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.


		7		See Notes to Financial Statements.

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest and other income allocated from Portfolios	$	14,517,907
Dividends allocated from Portfolios		27,486
Expenses allocated from Portfolios		(2,450,441	)
Total investment income from Portfolios	$	12,094,952

Expenses
Distribution and service fees
Class A	$	561,088
Class B		89,328
Class C		1,086,692
Trustees’ fees and expenses		500
Custodian fee		52,612
Transfer and dividend disbursing agent fees		262,991
Legal and accounting services		50,948
Printing and postage		42,332
Registration fees		67,921
Miscellaneous		13,819
Total expenses	$	2,228,231

Net investment income	$	9,866,721

Realized and Unrealized Gain (Loss) from Portfolios
Net realized gain (loss) —
Investment transactions	$	4,517,755
Financial futures contracts		(5,711,249	)
Swap contracts		(4,907	)
Foreign currency and forward foreign currency exchange contract transactions		144,568
Net realized loss	$	(1,053,833	)
Change in unrealized appreciation (depreciation) —
Investments	$	5,266,684
Financial futures contracts		93,366
Swap contracts		397,555
Foreign currency and forward foreign currency exchange contracts		(49,505	)
Net change in unrealized appreciation (depreciation)	$	5,708,100

Net realized and unrealized gain	$	4,654,267

Net increase in net assets from operations	$	14,520,988


		8		See Notes to Financial Statements.

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	9,866,721		$	11,484,295
Net realized loss from investment transactions, financial futures contracts, swap contracts and foreign currency and forward foreign currency exchange contract transactions		(1,053,833	)		(9,210,179	)
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, swap contracts, foreign currency and forward foreign currency exchange contracts		5,708,100			(190,944	)
Net increase in net assets from operations	$	14,520,988		$	2,083,172
Distributions to shareholders —
From net investment income
Class A	$	(7,209,986	)	$	(9,161,117	)
Class B		(218,870	)		(218,468	)
Class C		(3,316,212	)		(3,692,155	)
Class I		(2,221,283	)		(2,399,395	)
Total distributions to shareholders	$	(12,966,351	)	$	(15,471,135	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	75,001,079		$	93,465,231
Class B		1,149,551			5,423,778
Class C		31,358,205			37,126,813
Class I		68,554,133			39,025,233
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		6,332,109			7,380,984
Class B		188,383			171,682
Class C		2,800,930			2,828,326
Class I		951,630			701,064
Cost of shares redeemed
Class A		(117,017,463	)		(190,042,162	)
Class B		(2,830,007	)		(3,141,525	)
Class C		(39,764,935	)		(69,281,431	)
Class I		(61,503,035	)		(38,476,110	)
Net asset value of shares exchanged
Class A		971,399			1,820,910
Class B		(971,399	)		(1,820,910	)
Net decrease in net assets from Fund share transactions	$	(34,779,420	)	$	(114,818,117	)

Net decrease in net assets	$	(33,224,783	)	$	(128,206,080	)

Net Assets
At beginning of year	$	458,753,092		$	586,959,172
At end of year	$	425,528,309		$	458,753,092

Accumulated undistributed (distributions in excess of) net investment income included in net assets
At end of year	$	1,047		$	(121,320	)


		9		See Notes to Financial Statements.

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Financial Highlights


	Class A
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	8.980		$	9.210		$	9.160		$	8.720		$	8.990

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.223		$	0.218		$	0.245		$	0.270		$	0.344
Net realized and unrealized gain (loss)		0.105			(0.160	)		0.102			0.549			(0.191	)

Total income from operations	$	0.328		$	0.058		$	0.347		$	0.819		$	0.153

Less Distributions
From net investment income	$	(0.288	)	$	(0.288	)	$	(0.297	)	$	(0.339	)	$	(0.423	)
Tax return of capital		—			—			—			(0.040	)		—

Total distributions	$	(0.288	)	$	(0.288	)	$	(0.297	)	$	(0.379	)	$	(0.423	)

Net asset value — End of year	$	9.020		$	8.980		$	9.210		$	9.160		$	8.720

Total Return⁽²⁾		3.71	%		0.65	%		3.86	%		9.57	%		1.65	%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	216,430		$	250,375		$	345,385		$	254,074		$	71,284
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		0.94	%		0.93	%		0.95	%		1.00	%⁽⁵⁾		1.00	%⁽⁵⁾
Net investment income		2.48	%		2.40	%		2.67	%		2.99	%		3.83	%
Portfolio Turnover of the Fund⁽⁶⁾		17	%		18	%		17	%		38	%		83	%
Portfolio Turnover of Short-Term U.S. Government Portfolio		15	%		6	%		26	%		34	%		24	%
Portfolio Turnover of Floating Rate Portfolio		42	%		56	%		39	%		35	%		7	%
Portfolio Turnover of Government Obligations Portfolio		26	%		19	%		22	%		28	%		19	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽³⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁴⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁵⁾	The investment adviser waived its investment adviser and administration fee and/or the administrator reimbursed expenses (equal to 0.05% and 0.30% of average daily net assets for the years ended October 31, 2009 and 2008, respectively).

⁽⁶⁾	Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.


		10		See Notes to Financial Statements.

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Financial Highlights — continued


	Class B
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	8.990		$	9.220		$	9.170		$	8.730		$	9.000

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.156		$	0.150		$	0.177		$	0.219		$	0.290
Net realized and unrealized gain (loss)		0.104			(0.160	)		0.102			0.530			(0.208	)

Total income (loss) from operations	$	0.260		$	(0.010	)	$	0.279		$	0.749		$	0.082

Less Distributions
From net investment income	$	(0.220	)	$	(0.220	)	$	(0.229	)	$	(0.277	)	$	(0.352	)
Tax return of capital		—			—			—			(0.032	)		—

Total distributions	$	(0.220	)	$	(0.220	)	$	(0.229	)	$	(0.309	)	$	(0.352	)

Net asset value — End of year	$	9.030		$	8.990		$	9.220		$	9.170		$	8.730

Total Return⁽²⁾		2.93	%		(0.10	)%		3.09	%		8.71	%		0.85	%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	7,565		$	9,997		$	9,589		$	8,338		$	7,290
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.70	%		1.68	%		1.70	%		1.75	%⁽⁵⁾		1.75	%⁽⁵⁾
Net investment income		1.74	%		1.66	%		1.93	%		2.44	%		3.22	%
Portfolio Turnover of the Fund⁽⁶⁾		17	%		18	%		17	%		38	%		83	%
Portfolio Turnover of Short-Term U.S. Government Portfolio		15	%		6	%		26	%		34	%		24	%
Portfolio Turnover of Floating Rate Portfolio		42	%		56	%		39	%		35	%		7	%
Portfolio Turnover of Government Obligations Portfolio		26	%		19	%		22	%		28	%		19	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽³⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁴⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁵⁾	The investment adviser waived its investment adviser and administration fee and/or the administrator reimbursed expenses (equal to 0.05% and 0.30% of average daily net assets for the years ended October 31, 2009 and 2008, respectively).

⁽⁶⁾	Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.


		11		See Notes to Financial Statements.

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	8.990		$	9.220		$	9.170		$	8.730		$	9.000

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.169		$	0.163		$	0.190		$	0.218		$	0.299
Net realized and unrealized gain (loss)		0.104			(0.160	)		0.103			0.546			(0.203	)

Total income from operations	$	0.273		$	0.003		$	0.293		$	0.764		$	0.096

Less Distributions
From net investment income	$	(0.233	)	$	(0.233	)	$	(0.243	)	$	(0.290	)	$	(0.366	)
Tax return of capital		—			—			—			(0.034	)		—

Total distributions	$	(0.233	)	$	(0.233	)	$	(0.243	)	$	(0.324	)	$	(0.366	)

Net asset value — End of year	$	9.030		$	8.990		$	9.220		$	9.170		$	8.730

Total Return⁽²⁾		3.08	%		0.04	%		3.23	%		8.89	%		1.02	%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	127,146		$	132,240		$	165,285		$	100,970		$	34,447
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.54	%		1.53	%		1.55	%		1.60	%⁽⁵⁾		1.60	%⁽⁵⁾
Net investment income		1.88	%		1.80	%		2.07	%		2.42	%		3.32	%
Portfolio Turnover of the Fund⁽⁶⁾		17	%		18	%		17	%		38	%		83	%
Portfolio Turnover of Short-Term U.S. Government Portfolio		15	%		6	%		26	%		34	%		24	%
Portfolio Turnover of Floating Rate Portfolio		42	%		56	%		39	%		35	%		7	%
Portfolio Turnover of Government Obligations Portfolio		26	%		19	%		22	%		28	%		19	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽³⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁴⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁵⁾	The investment adviser waived its investment adviser and administration fee and/or the administrator reimbursed expenses (equal to 0.05% and 0.30% of average daily net assets for the years ended October 31, 2009 and 2008, respectively).

⁽⁶⁾	Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.


		12		See Notes to Financial Statements.

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31,									Period Ended October 31, 2009⁽¹⁾
	2012			2011			2010			Period Ended October 31, 2009⁽¹⁾
Net asset value — Beginning of period	$	8.970		$	9.200		$	9.150		$	8.970

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.244		$	0.239		$	0.267		$	0.134
Net realized and unrealized gain (loss)		0.107			(0.158	)		0.103			0.242

Total income from operations	$	0.351		$	0.081		$	0.370		$	0.376

Less Distributions
From net investment income	$	(0.311	)	$	(0.311	)	$	(0.320	)	$	(0.175	)
Tax return of capital		—			—			—			(0.021	)

Total distributions	$	(0.311	)	$	(0.311	)	$	(0.320	)	$	(0.196	)

Net asset value — End of period	$	9.010		$	8.970		$	9.200		$	9.150

Total Return⁽³⁾		3.98	%		0.91	%		4.00	%		4.34	%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	74,387		$	66,141		$	66,700		$	14,356
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		0.69	%		0.68	%		0.70	%		0.75	%⁽⁷⁾⁽⁸⁾
Net investment income		2.72	%		2.64	%		2.91	%		2.95	%⁽⁷⁾
Portfolio Turnover of the Fund⁽⁹⁾		17	%		18	%		17	%		38	%⁽¹⁰⁾
Portfolio Turnover of Short-Term U.S. Government Portfolio		15	%		6	%		26	%		34	%⁽¹¹⁾
Portfolio Turnover of Floating Rate Portfolio		42	%		56	%		39	%		35	%⁽¹¹⁾
Portfolio Turnover of Government Obligations Portfolio		26	%		19	%		22	%		28	%⁽¹¹⁾

⁽¹⁾	For the period from the start of business, May 4, 2009, to October 31, 2009.

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁶⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁷⁾	Annualized.

⁽⁸⁾	The administrator reimbursed expenses (equal to 0.07% for the period ended October 31, 2009).

⁽⁹⁾	Percentage is based on the Fund’s contributions to and withdrawals from the Portfolios and excludes the investment activity of the Portfolios.

⁽¹⁰⁾	For the Fund’s year ended October 31, 2009.

⁽¹¹⁾	For the Portfolio’s year ended October 31, 2009.


		13		See Notes to Financial Statements.

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Low Duration Government Income Fund (formerly, Eaton Vance Low Duration Fund) (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares four years after their purchase as described in the Fund’s prospectus. Beginning January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund’s investment objective is to seek total return. At October 31, 2012, the Fund pursued its objective by investing all of its investable assets in interests in the following three portfolios managed by Eaton Vance Management (EVM) or its affiliates: Short-Term U.S. Government Portfolio, Floating Rate Portfolio and Government Obligations Portfolio (the Portfolios), which are Massachusetts business trusts. The value of the Fund’s investment in the Portfolios reflects the Fund’s proportionate interest in the net assets of Short-Term U.S. Government Portfolio, Floating Rate Portfolio and Government Obligations Portfolio (87.9%, 0.5% and 2.2%, respectively, at October 31, 2012). Effective November 1, 2012, the Fund began investing in the CMBS Portfolio managed by an affiliate of EVM. The performance of the Fund is directly affected by the performance of the Portfolios. The financial statements of Short-Term U.S. Government Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements. A copy of each Portfolio’s financial statements is available on the EDGAR database on the Securities and Exchange Commission’s website (www.sec.gov), at the Commission’s public reference room in Washington, D.C. or upon request from the Fund’s principal underwriter, Eaton Vance Distributors, Inc. (EVD), by calling 1-800-262-1122.

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

A Investment Valuation — Valuation of securities by Short-Term U.S. Government Portfolio is discussed in Note 1A of such Portfolio’s Notes to Financial Statements, which are included elsewhere in this report. Such policies are consistent with those of Floating Rate Portfolio, CMBS Portfolio and Government Obligations Portfolio for applicable investments.

Additional valuation policies for Floating Rate Portfolio (the Portfolio) are as follows: The Portfolio’s investments are primarily in interests in senior floating-rate loans (Senior Loans) of domestic and foreign issues. Interests in Senior Loans for which reliable market quotations are readily available are valued generally at the average mean of bid and ask quotations obtained from a third party pricing service. Other Senior Loans are valued at fair value by the investment adviser under procedures approved by the Trustees. In fair valuing a Senior Loan, the investment adviser utilizes one or more of the valuation techniques described in (i) through (iii) below to assess the likelihood that the borrower will make a full repayment of the loan underlying such Senior Loan relative to yields on other Senior Loans issued by companies of comparable credit quality. If the investment adviser believes that there is a reasonable likelihood of full repayment, the investment adviser will determine fair value using a matrix pricing approach that considers the yield on the Senior Loan. If the investment adviser believes there is not a reasonable likelihood of full repayment, the investment adviser will determine fair value using analyses that include, but are not limited to: (i) a comparison of the value of the borrower’s outstanding equity and debt to that of comparable public companies; (ii) a discounted cash flow analysis; or (iii) when the investment adviser believes it is likely that a borrower will be liquidated or sold, an analysis of the terms of such liquidation or sale. In certain cases, the investment adviser will use a combination of analytical methods to determine fair value, such as when only a portion of a borrower’s assets are likely to be sold. In conducting its assessment and analyses for purposes of determining fair value of a Senior Loan, the investment adviser will use its discretion and judgment in considering and appraising relevant factors. Fair value determinations are made by the portfolio managers of the Portfolio based on information available to such managers. The portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may not possess the same information about a Senior Loan borrower as the portfolio managers of the Portfolio. At times, the fair value of a Senior Loan determined by the portfolio managers of other funds managed by the investment adviser that invest in Senior Loans may vary from the fair value of the same Senior Loan determined by the portfolio managers of the Portfolio. The fair value of each Senior Loan is periodically reviewed and approved by the investment adviser’s Valuation Committee and by the Trustees based upon procedures approved by the Trustees. Junior Loans (i.e., subordinated loans and second lien loans) are valued in the same manner as Senior Loans. Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. 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.


		14

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Notes to Financial Statements — continued

C Federal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. At October 31, 2012, the Fund, for federal income tax purposes, had a capital loss carryforward of $32,525,247 and current year deferred capital losses of $3,712,374 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2013 ($1,016,104), October 31, 2014 ($811,882), October 31, 2015 ($374,820), October 31, 2016 ($594,536), October 31, 2017 ($766,153), October 31, 2018 ($16,698,377) and October 31, 2019 ($12,263,375), respectively. The current year deferred capital losses are treated as arising on the first day of the Fund’s next taxable year and are treated as realized prior to the utilization of the capital loss carryforward.

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

2 Distributions to Shareholders

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

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Ordinary income	$	12,966,351	$	15,471,135

During the period ended October 31, 2012, accumulated net realized loss was decreased by $520,447, accumulated undistributed net investment income was increased by $3,221,997 and paid-in capital was decreased by $3,742,444 due to expired capital loss carryforwards and differences between book


		15

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Notes to Financial Statements — continued

and tax accounting, primarily for paydown gain (loss), premium amortization, mixed straddles, swap contracts and foreign currency gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	201,740
Capital loss carryforward and deferred capital losses	$	(36,237,621	)
Net unrealized appreciation	$	32,956,292
Other temporary differences	$	(201,840	)

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

3 Transactions with Affiliates

EVM serves as the investment adviser and administrator of the Fund, providing investment advisory services (relating to the investment of the Fund’s assets in the Portfolios) and administering the business affairs of the Fund. Pursuant to the investment advisory and administrative agreement and subsequent fee waiver agreement between the Fund and EVM, the fee is computed at an annual rate of 0.15% of the Fund’s average daily net assets, all of which is waived. The fee waiver agreement may not be amended or terminated without the approval of the Fund’s Trustees and shareholders. The Portfolios have engaged BMR to render investment advisory services. For the year ended October 31, 2012, the Fund’s allocated portion of the adviser fees paid by the Portfolios amounted to $2,187,591 or 0.51% of the Fund’s average daily net assets. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $10,920 in sub-transfer agent fees. The Fund was informed that EVD, an affiliate of EVM and the Fund’s principal underwriter, received $22,689 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. 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).

Trustees and officers of the Fund who are members of EVM’s and BMR’s organizations receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and Portfolios are officers of the above organizations.

4 Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class A Plan, the Fund pays EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2012 amounted to $561,088 for Class A shares. The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class B and Class C Plans, the Fund pays EVD amounts equal to 0.75% and 0.60% per annum of its average daily net assets attributable to Class B and Class C shares, respectively, for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts therefore paid or payable to EVD by each respective class. For the year ended October 31, 2012, the Fund paid or accrued to EVD $66,996 and $767,077 for Class B and Class C shares, respectively, representing 0.75% and 0.60% of the average daily net assets of Class B and Class C shares, respectively. At October 31, 2012, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $1,478,000 and $16,836,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $22,332 and $319,615 for Class B and Class C shares, respectively.

5 Contingent Deferred Sales Charges


		16

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Notes to Financial Statements — continued

on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 3% in the case of redemptions in the first year of purchase, declining to 2.5% in the second year, 2.0% in the third year, 1.0% in the fourth year and 0.0% thereafter. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $4,000, $24,000 and $14,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investment in the Portfolios were as follows:


Portfolio	Contributions		Withdrawals

Short-Term U.S. Government Portfolio	$	65,162,781	$	111,718,276
Floating Rate Portfolio		6,707,450		10,552,906
Government Obligations Portfolio		—		—

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2012			2011

Sales		8,345,934			10,289,717
Issued to shareholders electing to receive payments of distributions in Fund shares		704,746			814,774
Redemptions		(13,034,312	)		(20,930,005	)
Exchange from Class B shares		108,080			201,016

Net decrease		(3,875,552	)		(9,624,498	)


	Year Ended October 31,
Class B	2012			2011

Sales		127,901			599,651
Issued to shareholders electing to receive payments of distributions in Fund shares		20,943			18,945
Redemptions		(314,775	)		(346,081	)
Exchange to Class A shares		(107,927	)		(200,748	)

Net increase (decrease)		(273,858	)		71,767


		17

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Notes to Financial Statements — continued


	Year Ended October 31,
Class C	2012			2011

Sales		3,486,609			4,094,291
Issued to shareholders electing to receive payments of distributions in Fund shares		311,363			312,018
Redemptions		(4,423,211	)		(7,627,521	)

Net decrease		(625,239	)		(3,221,212	)


	Year Ended October 31,
Class I	2012			2011

Sales		7,633,964			4,302,116
Issued to shareholders electing to receive payments of distributions in Fund shares		105,975			77,544
Redemptions		(6,855,392	)		(4,256,734	)

Net increase		884,547			122,926

8 Name Change

Effective November 13, 2012, the name of Eaton Vance Low Duration Government Income Fund was changed from Eaton Vance Low Duration Fund.

9 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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

At October 31, 2012 and October 31, 2011, the Fund’s investments in Floating Rate Portfolio and Government Obligations Portfolio, whose financial statements are not included but are available elsewhere as discussed in Note 1, were valued based on Level 1 inputs.


		18

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Low Duration Government Income Fund (formerly, Eaton Vance Low Duration Fund):

We have audited the accompanying statement of assets and liabilities of Eaton Vance Low Duration Government Income Fund (formerly, Eaton Vance Low Duration Fund) (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Low Duration Government Income Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 20, 2012


		19

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Federal Tax Information (Unaudited)


		20

Short-Term U.S. Government Portfolio

October 31, 2012

Portfolio of Investments


Mortgage Pass-Throughs — 47.8%


Security	Principal Amount (000’s omitted)		Value

Federal Home Loan Mortgage Corp.:
2.24%, with maturity at 2020⁽¹⁾	$	638	$	657,009
2.344%, with various maturities to 2037⁽¹⁾		2,266		2,377,818
2.366%, with various maturities to 2022⁽¹⁾		3,687		3,805,607
2.417%, with maturity at 2023⁽¹⁾		1,821		1,893,801
2.529%, with maturity at 2035⁽¹⁾		5,746		5,994,193
2.90%, with maturity at 2035⁽¹⁾		4,224		4,499,438
3.00%, with maturity at 2034⁽¹⁾		2,180		2,328,754
3.129%, with maturity at 2022⁽¹⁾		369		383,090
3.274%, with maturity at 2029⁽¹⁾		1,076		1,103,702
3.281%, with maturity at 2032⁽¹⁾		1,585		1,628,881
3.409%, with maturity at 2025⁽¹⁾		1,549		1,647,627
3.858%, with maturity at 2034⁽¹⁾		949		1,035,868
4.072%, with maturity at 2037⁽¹⁾		4,591		5,011,788
4.315%, with maturity at 2030⁽¹⁾		1,568		1,711,950
4.50%, with various maturities to 2035		7,851		8,451,563
4.712%, with maturity at 2033⁽¹⁾		5,769		6,297,617
4.896%, with maturity at 2032⁽¹⁾		794		854,965
5.00%, with various maturities to 2018		4,760		5,133,935
5.50%, with various maturities to 2018		2,818		3,018,271
6.00%, with various maturities to 2035		8,331		9,540,936
6.50%, with various maturities to 2030		2,144		2,352,694
7.00%, with various maturities to 2035		1,751		2,092,870
7.50%, with various maturities to 2017		516		542,119
8.00%, with various maturities to 2025		303		336,533
9.25%, with maturity at 2017		4		4,717

			$	72,705,746

Federal National Mortgage Association:
2.264%, with maturity at 2031⁽¹⁾	$	4,501	$	4,719,243
2.319%, with various maturities to 2037⁽¹⁾		1,539		1,608,224
2.344%, with various maturities to 2035⁽¹⁾		5,279		5,556,516
2.366%, with maturity at 2032⁽¹⁾		2,406		2,525,024
2.417%, with maturity at 2031⁽¹⁾		5,635		5,809,150
2.504%, with maturity at 2018⁽¹⁾		60		61,533
2.573%, with maturity at 2037⁽¹⁾		5,263		5,553,083
2.606%, with maturity at 2019⁽¹⁾		1,845		1,914,099
2.614%, with maturity at 2040⁽¹⁾		1,623		1,720,658
2.627%, with maturity at 2020⁽¹⁾		920		951,410
2.69%, with maturity at 2018⁽¹⁾		417		430,390
2.824%, with maturity at 2029⁽¹⁾		369		379,609
2.875%, with maturity at 2018⁽¹⁾		38		38,868
2.877%, with maturity at 2036⁽¹⁾		514		530,491
3.002%, with maturity at 2030⁽¹⁾		894		927,525
3.223%, with maturity at 2030⁽¹⁾		3,299		3,447,978


Security	Principal Amount (000’s omitted)		Value

Federal National Mortgage Association: (continued)
3.229%, with maturity at 2034⁽¹⁾	$	4,105	$	4,418,204
3.286%, with maturity at 2036⁽¹⁾		1,873		1,930,579
3.299%, with maturity at 2030⁽¹⁾		1,435		1,533,721
3.432%, with maturity at 2021⁽¹⁾		819		857,084
3.651%, with maturity at 2021⁽¹⁾		863		897,715
3.664%, with maturity at 2034⁽¹⁾		6,577		7,178,801
3.712%, with maturity at 2021⁽¹⁾		1,403		1,460,509
3.798%, with maturity at 2035⁽¹⁾		2,602		2,839,975
3.835%, with maturity at 2036⁽¹⁾		509		535,300
3.949%, with maturity at 2034⁽¹⁾		4,211		4,596,301
4.103%, with maturity at 2033⁽¹⁾		1,500		1,637,583
4.154%, with maturity at 2035⁽¹⁾		1,849		2,018,045
4.177%, with maturity at 2036⁽¹⁾		3,476		3,794,439
4.381%, with maturity at 2035⁽¹⁾		3,425		3,738,984
4.581%, with maturity at 2029⁽¹⁾		3,226		3,521,765
4.618%, with maturity at 2034⁽¹⁾		1,938		2,115,113
4.758%, with maturity at 2034⁽¹⁾		3,794		4,141,088
5.00%, with various maturities to 2019⁽²⁾		6,670		7,234,915
6.00%, with various maturities to 2031		4,664		5,206,022
6.325%, with maturity at 2032⁽¹⁾		573		625,857
6.50%, with various maturities to 2019		348		368,906
7.00%, with various maturities to 2035		14,045		16,598,128
8.00%, with various maturities to 2034		1,756		2,184,537
9.224%, with maturity at 2018⁽³⁾		240		266,132
9.50%, with maturity at 2022		420		482,063

			$	116,355,567

Government National Mortgage Association:
1.625%, with various maturities to 2027⁽¹⁾	$	648	$	671,135
2.00%, with maturity at 2026⁽¹⁾		321		339,517
5.00%, with maturity at 2018		2,220		2,402,718
8.25%, with maturity at 2020		222		259,981
9.00%, with maturity at 2017		253		282,982

			$	3,956,333


Total Mortgage Pass-Throughs (identified cost $186,382,555)			$	193,017,646


Collateralized Mortgage Obligations — 11.8%


Security	Principal Amount (000’s omitted)		Value
Federal Home Loan Mortgage Corp.:
Series 228, (Interest Only), Class IO, 6.00%, 2/1/35⁽⁴⁾	$	7,802	$	1,250,194
Series 1395, Class F, 1.719%, 10/15/22⁽⁵⁾		71		71,317
Series 2135, Class JZ, 6.00%, 3/15/29		3,386		3,697,650


		21		See Notes to Financial Statements.

Short-Term U.S. Government Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Principal Amount (000’s omitted)		Value

Federal Home Loan Mortgage Corp.: (continued)
Series 3030, (Interest Only), Class SL, 5.886%, 9/15/35⁽⁴⁾⁽⁶⁾	$	12,131	$	2,249,241
Series 3114, (Interest Only), Class TS, 6.436%, 9/15/30⁽⁴⁾⁽⁶⁾		24,373		4,960,659
Series 3339, (Interest Only), Class JI, 6.376%, 7/15/37⁽⁴⁾⁽⁶⁾		9,834		1,812,191
Series 3872, (Interest Only), Class NI, 5.50%, 12/15/21⁽⁴⁾		21,992		3,037,294

			$	17,078,546

Federal National Mortgage Association:
Series G93-17, Class FA, 1.219%, 4/25/23⁽⁵⁾	$	169	$	172,125
Series G93-36, Class ZQ, 6.50%, 12/25/23		768		875,403
Series G97-4, Class FA, 1.019%, 6/17/27⁽⁵⁾		585		593,850
Series 296, (Interest Only), Class 2, 8.00%, 4/1/24⁽⁴⁾		2,222		460,872
Series 1993-203, Class PL, 6.50%, 10/25/23		867		980,775
Series 1993-250, Class Z, 7.00%, 12/25/23		197		207,746
Series 1994-14, Class F, 2.669%, 10/25/23⁽⁵⁾		895		921,727
Series 2001-4, Class GA, 9.646%, 4/17/25⁽³⁾		150		171,443
Series 2005-68, (Interest Only), Class XI, 6.00%, 8/25/35⁽⁴⁾		10,099		2,146,001
Series 2006-65, (Interest Only), Class PS, 7.009%, 7/25/36⁽⁴⁾⁽⁶⁾		9,066		1,665,168
Series 2007-99, (Interest Only), Class SD, 6.189%, 10/25/37⁽⁴⁾⁽⁶⁾		15,107		2,223,187
Series 2009-48, Class WA, 5.86%, 7/25/39⁽³⁾		2,138		2,424,379
Series 2009-62, Class WA, 5.552%, 8/25/39⁽³⁾		3,005		3,388,178
Series 2009-93, (Interest Only), Class SC, 5.939%, 11/25/39⁽⁴⁾⁽⁶⁾		22,835		3,673,952
Series 2010-13, (Interest Only), Class PI, 5.00%, 11/25/38⁽⁴⁾		21,575		1,681,786
Series 2010-54, (Interest Only), Class EI, 6.00%, 6/25/40⁽⁴⁾		9,715		1,713,069
Series 2011-13, (Interest Only), Class AI, 4.50%, 7/25/21⁽⁴⁾		19,350		1,749,010
Series 2011-59, (Interest Only), Class IW, 6.00%, 7/25/41⁽⁴⁾		9,896		1,954,107
Series 2011-82, (Interest Only), Class AI, 5.50%, 8/25/26⁽⁴⁾		23,192		2,669,864

			$	29,672,642

Government National Mortgage Association:
Series 2000-30, Class F, 0.764% , 12/16/22⁽⁵⁾	$	950	$	958,280


Total Collateralized Mortgage Obligations (identified cost $45,457,004)			$	47,709,468


Commercial Mortgage-Backed Securities — 0.1%


Security	Principal Amount (000’s omitted)		Value
GMACC, Series 2003-C2, Class A1, 4.576%, 5/10/40	$	270	$	271,572


Total Commercial Mortgage-Backed Securities (identified cost $271,304)			$	271,572


U.S. Government Agency Obligations — 31.2%
Security	Principal Amount (000’s omitted)		Value

Federal Farm Credit Bank:
5.75%, 12/7/28	$	5,000	$	6,772,205
5.77%, 1/5/27		3,000		4,162,827

			$	10,935,032

Federal Home Loan Bank:
4.125%, 3/13/20	$	10,000	$	11,864,020
4.625%, 9/11/20		1,735		2,135,950
5.365%, 9/9/24		8,000		10,634,232
5.375%, 9/30/22		10,135		13,284,248
5.375%, 8/15/24		3,500		4,635,141
5.75%, 6/12/26		12,000		16,350,504

			$	58,904,095

United States Agency for International Development — Israel:
0.00%, 5/1/20	$	1,100	$	955,805
0.00%, 3/15/21		20,000		17,100,900
5.50%, 12/4/23		6,775		8,968,237
5.50%, 4/26/24		22,000		29,292,692

			$	56,317,634


Total U.S. Government Agency Obligations (identified cost $103,382,864)			$	126,156,761


Short-Term Investments — 10.4%


Description	Interest (000’s omitted)		Value
Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽⁷⁾	$	42,080	$	42,079,772


Total Short-Term Investments (identified cost $42,079,772)			$	42,079,772


Total Investments — 101.3% (identified cost $377,573,499)			$	409,235,219


Other Assets, Less Liabilities — (1.3)%			$	(5,366,256	)


Net Assets — 100.0%			$	403,868,963

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


GMACC		–		GMAC Commercial Mortgage Securities, Inc.

⁽¹⁾

Adjustable rate mortgage security. Rate shown is the rate at October 31, 2012.

⁽²⁾

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


		22		See Notes to Financial Statements.

Short-Term U.S. Government Portfolio

October 31, 2012

Portfolio of Investments — continued

⁽³⁾

Weighted average fixed-rate coupon that changes/updates monthly.

⁽⁴⁾

Interest only security that entitles the holder to receive only interest payments on the underlying mortgages. Principal amount shown is the notional amount of the underlying mortgages on which coupon interest is calculated.

⁽⁵⁾

Variable rate security. The stated interest rate represents the rate in effect at October 31, 2012.

⁽⁶⁾

Inverse floating-rate security whose coupon varies inversely with changes in the interest rate index. The stated interest rate represents the coupon rate in effect at October 31, 2012.

⁽⁷⁾


		23		See Notes to Financial Statements.

Short-Term U.S. Government Portfolio

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Unaffiliated investments, at value (identified cost, $335,493,727)	$	367,155,447
Affiliated investment, at value (identified cost, $42,079,772)		42,079,772
Interest receivable		2,334,650
Interest receivable from affiliated investment		4,035
Receivable for investments sold		445,108
Receivable for open swap contracts		438,820
Total assets	$	412,457,832

Liabilities
Payable for investments purchased	$	8,159,426
Payable for variation margin on open financial futures contracts		206,244
Payable to affiliate:
Investment adviser fee		169,728
Trustees’ fees		1,323
Accrued expenses		52,148
Total liabilities	$	8,588,869
Net Assets applicable to investors’ interest in Portfolio	$	403,868,963

Sources of Net Assets
Investors’ capital	$	371,868,033
Net unrealized appreciation		32,000,930
Total	$	403,868,963


		24		See Notes to Financial Statements.

Short-Term U.S. Government Portfolio

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest	$	12,988,944
Interest allocated from affiliated investment		21,600
Expenses allocated from affiliated investment		(2,541	)
Total investment income	$	13,008,003

Expenses
Investment adviser fee	$	2,035,119
Trustees’ fees and expenses		16,943
Custodian fee		183,733
Legal and accounting services		48,659
Miscellaneous		16,460
Total expenses	$	2,300,914
Deduct —
Reduction of custodian fee	$	30
Total expense reductions	$	30

Net expenses	$	2,300,884

Net investment income	$	10,707,119

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	4,360,292
Investment transactions allocated from affiliated investment		301
Financial futures contracts		(6,338,523	)
Net realized loss	$	(1,977,930	)
Change in unrealized appreciation (depreciation) —
Investments	$	5,443,334
Financial futures contracts		99,218
Swap contracts		438,820
Net change in unrealized appreciation (depreciation)	$	5,981,372

Net realized and unrealized gain	$	4,003,442

Net increase in net assets from operations	$	14,710,561


		25		See Notes to Financial Statements.

Short-Term U.S. Government Portfolio

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	10,707,119		$	12,793,160
Net realized loss from investment transactions and financial futures contracts		(1,977,930	)		(11,326,819	)
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts and swap contracts		5,981,372			851,118
Net increase in net assets from operations	$	14,710,561		$	2,317,459
Capital transactions —
Contributions	$	87,470,108		$	97,340,902
Withdrawals		(130,503,370	)		(194,170,292	)
Net decrease in net assets from capital transactions	$	(43,033,262	)	$	(96,829,390	)

Net decrease in net assets	$	(28,322,701	)	$	(94,511,931	)

Net Assets
At beginning of year	$	432,191,664		$	526,703,595
At end of year	$	403,868,963		$	432,191,664


		26		See Notes to Financial Statements.

Short-Term U.S. Government Portfolio

October 31, 2012

Supplementary Data


	Year Ended October 31,
Ratios/Supplemental Data	2012			2011			2010			2009			2008
Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.57	%		0.56	%		0.57	%		0.58	%		0.63	%
Net investment income		2.63	%		2.68	%		2.87	%		3.23	%		3.96	%
Portfolio Turnover		15	%		6	%		26	%		34	%		24	%

Total Return		3.72	%		0.63	%		3.65	%		7.76	%		4.34	%

Net assets, end of year (000’s omitted)	$	403,869		$	432,192		$	526,704		$	333,865		$	116,214

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


		27		See Notes to Financial Statements.

Short-Term U.S. Government Portfolio

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Short-Term U.S. Government Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to seek total return. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2012, Eaton Vance Low Duration Government Income Fund (formerly, Eaton Vance Low Duration Fund), Eaton Vance Multi-Strategy Absolute Return Fund, Eaton Vance Short Term Real Return Fund, Eaton Vance Strategic Income Fund and Eaton Vance International (Cayman Islands) Strategic Income Fund held an interest of 87.9%, 9.1%, 0.02%, 0.03% and 0.03%, respectively, in the Portfolio.

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

C Income — 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.


		28

Short-Term U.S. Government Portfolio

October 31, 2012

Notes to Financial Statements — continued

J Stripped Mortgage-Backed Securities — The Fund may invest in Interest Only (IO) securities, a form of stripped mortgage-backed securities, whereby the IO security receives all the interest on a pool of mortgage assets. The yield to maturity on an IO security is extremely sensitive to the rate of principal payments (including pre-payments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on the yield to maturity from these securities. If the underlying mortgages experience greater than anticipated prepayments of principal, the Fund may fail to recoup its initial investment in an IO security. The market value of IO securities can be unusually volatile to changes in interest rates.

2 Investment Adviser Fee and Other Transactions with Affiliates

Trustees and officers of the Portfolio who are members of EVM’s or BMR’s organizations 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 and administrator may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2012, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities and paydowns, for the year ended October 31, 2012 were as follows:


	Purchases		Sales

Investments (non-U.S. Government)	$	—	$	11,541,949
U.S. Government and Agency Securities		57,125,974		89,596,932

	$	57,125,974	$	101,138,881


		29

Short-Term U.S. Government Portfolio

October 31, 2012

Notes to Financial Statements — continued

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	380,205,645

Gross unrealized appreciation	$	31,300,087
Gross unrealized depreciation		(2,270,513	)

Net unrealized appreciation	$	29,029,574

The net unrealized appreciation on swap contracts at October 31, 2012 on a federal income tax basis was $438,820.

5 Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include financial futures contracts and swap contracts may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

A summary of obligations under these financial instruments at October 31, 2012 is as follows:


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

12/12	250 U.S. 5-Year Treasury Note	Short	$	(31,072,265	)	$	(31,062,500	)	$	9,765
12/12	400 U.S. 10-Year Treasury Note	Short		(53,103,125	)		(53,212,500	)		(109,375	)

									$	(99,610	)

Interest Rate Swaps

Counterparty

Notional
Amount
(000’s omitted)

Portfolio
Pays/Receives
Floating Rate

Floating
Rate Index

Annual
Fixed Rate

Effective Date/
Termination Date

Net
Unrealized
Appreciation

Deutsche Bank AG

10,000

Pays

3-month USD-LIBOR-BBA

2.61

June 1, 2017/June 1, 2022

13,090

Deutsche Bank AG

10,000

Receives

3-month USD-LIBOR-BBA

2.82

June 1, 2017/June 1, 2047

425,730

438,820

The effective date represents the date on which the Portfolio and the counterparty to the interest rate swap contract begin interest payment accruals.

At October 31, 2012, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio is subject to interest rate risk in the normal course of pursuing its investment objective. Because the Portfolio holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. The Portfolio utilizes various interest rate derivatives including U.S. Treasury futures and interest rate swaps to change the overall duration of the portfolio and to hedge against fluctuations in securities prices due to change in interest rates.


		30

Short-Term U.S. Government Portfolio

October 31, 2012

Notes to Financial Statements — continued

Portfolio for those derivatives in a liability position. At October 31, 2012, the Portfolio had no open derivatives with credit-related contingent features in a net liability position.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. At October 31, 2012, the maximum amount of loss the Portfolio would incur due to counterparty risk was $438,820, representing the fair value of such derivatives in an asset position, with the highest amount from any one counterparty being $438,820. To mitigate this risk, the Portfolio has entered into master netting agreements with substantially all its derivative counterparties, which allows it and a counterparty to aggregate amounts owed by each of them for derivative transactions under the agreement into a single net amount payable by either the Portfolio or the counterparty. Counterparties may be required to pledge collateral in the form of cash, U.S. Government securities or highly-rated bonds for the benefit of the Portfolio if the net amount due from the counterparty with respect to a derivative contract exceeds a certain threshold. The amount of collateral posted by the counterparties with respect to such contracts would reduce the amount of any loss incurred.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is interest rate risk at October 31, 2012 were as follows:


	Fair Value
Derivative	Asset Derivatives			Liability Derivatives

Futures contracts	$	9,765	⁽¹⁾	$	(109,375	)⁽¹⁾
Swap contracts		438,820	⁽²⁾		—

Total	$	448,585		$	(109,375	)

⁽¹⁾

⁽²⁾	Statement of Assets and Liabilities location: Receivable for open swap contracts; Net unrealized appreciation.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is interest rate risk for the year ended October 31, 2012 was as follows:


Derivative	Realized Gain (Loss) on Derivatives Recognized in Income⁽¹⁾			Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income⁽²⁾

Futures contracts	$	(6,338,523	)	$	99,218
Swap contracts	$	—		$	438,820

⁽¹⁾	Statement of Operations location: Net realized gain (loss) – Financial futures contracts.

⁽²⁾	Statement of Operations location: Change in unrealized appreciation (depreciation) – Financial futures contracts and Swap contracts, respectively.

6 Line of Credit

7 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments


		31

Short-Term U.S. Government Portfolio

October 31, 2012

Notes to Financial Statements — continued

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

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

At October 31, 2012, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1			Level 2		Level 3		Total

Mortgage Pass-Throughs	$	—		$	193,017,646	$	—	$	193,017,646
Collateralized Mortgage Obligations		—			47,709,468		—		47,709,468
Commercial Mortgage-Backed Securities		—			271,572		—		271,572
U.S. Government Agency Obligations		—			126,156,761		—		126,156,761
Short-Term Investments		—			42,079,772		—		42,079,772

Total Investments	$	—		$	409,235,219	$	—	$	409,235,219
Futures Contracts	$	9,765		$	—	$	—	$	9,765
Interest Rate Swaps		—			438,820		—		438,820

Total	$	9,765		$	409,674,039	$	—	$	409,683,804

Liability Description
Futures Contracts	$	(109,375	)	$	—	$	—	$	(109,375	)

Total	$	(109,375	)	$	—	$	—	$	(109,375	)


		32

Short-Term U.S. Government Portfolio

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of Short-Term U.S. Government Portfolio:

We have audited the accompanying statement of assets and liabilities of Short-Term U.S. Government Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2012, 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 include confirmation of securities owned as of October 31, 2012, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other audit procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Short- Term U.S. Government Portfolio as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 20, 2012


		33

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust), Floating Rate Portfolio (FRP), Government Obligations Portfolio (GOP), MSAR Completion Portfolio (MSARCP), Short Duration High Income Portfolio (SDHIP) and Short-Term U.S. Government Portfolio (STUSGP) (collectively, the Portfolios) are responsible for the overall management and supervision of the Trust’s and Portfolios’ affairs. The Trustees and officers of the Trust and the Portfolios are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolios hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolios, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolios’ placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 187 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.


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

Thomas E. Faust Jr. 1958	Trustee	Of the Trust, FRP, GOP and STUSGP since 2007, of MSARCP since 2010 and of SDHIP since 2012	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 187 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and the Portfolios. Directorships in the Last Five Years.⁽¹⁾ Director of EVC and Hexavest Inc.


Noninterested Trustees

Scott E. Eston 1956	Trustee	Of the Trust and of each Portfolio except SDHIP since 2011 and of SDHIP since 2012	Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997). Directorships in the Last Five Years. None.

Benjamin C. Esty 1963	Trustee	Of the Trust, FRP, GOP and STUSGP since 2005, of MSARCP since 2010 and of SDHIP since 2012	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Of the Trust, FRP, GOP and STUSGP since 2007, of MSARCP since 2010 and of SDHIP since 2012	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).


		34

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Management and Organization — continued


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

William H. Park 1947	Trustee	Of the Trust, FRP, GOP and STUSGP since 2003, of MSARCP since 2010 and of SDHIP since 2012	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Ronald A. Pearlman 1940	Trustee	Of the Trust, FRP, GOP and STUSGP since 2003, of MSARCP since 2010 and of SDHIP since 2012	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.

Helen Frame Peters 1948	Trustee	Of the Trust, FRP, GOP and STUSGP since 2008, of MSARCP since 2010 and of SDHIP since 2012	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Of the Trust and GOP since 1998, of FRP since 2000, of STUSGP since 2002, of MSARCP since 2010 and of SDHIP since 2012	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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	Of the Trust and of each Portfolio except SDHIP since 2011 and of SDHIP since 2012	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

Ralph F. Verni 1943	Chairman of the Board and Trustee	Chairman of the Board since 2007 and Trustee of the Trust, FRP, GOP and STUSGP since 2005, of MSARCP since 2010 and of SDHIP since 2012	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.


		35

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Management and Organization — continued


Principal Officers who are not Trustees
Name and Year of Birth	Position(s) with the Trust and the Portfolios	Length of Service	Principal Occupation(s) During Past Five Years
Duncan W. Richardson 1957	President of the Trust	Since 2011	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Scott H. Page 1959	President of FRP	Since 2007	Vice President of EVM and BMR.

Susan Schiff 1961	President of GOP and STUSGP	Since 2012	Vice President of EVM and BMR.

Payson F. Swaffield 1956	President of MSARCP and Vice President of the Trust, FRP, GOP, SDHIP and STUSGP	President of MSARCP since 2010 and Vice President of the Trust, FRP, GOP and STUSGP since 2011 and of SDHIP since 2012	Vice President and Chief Income Investment Officer of EVM and BMR.

Michael W. Weilheimer 1961	President of SDHIP	Since 2012	Vice President of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005, of FRP, GOP and STUSGP since 2008, of MSARCP since 2010 and of SDHIP since 2012	Vice President of EVM and BMR.

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President of the Trust and each Portfolio except SDHIP since 2011 and of SDHIP since 2012; Secretary of the Trust, FRP, GOP and STUSGP since 2007, of MSARCP since 2010 and of SDHIP since 2012; and Chief Legal Officer of the Trust, FRP, GOP and STUSGP since 2008, of MSARCP since 2010 and of SDHIP since 2012	Vice President of EVM and BMR.


		36

Eaton Vance

Low Duration Government Income Fund

October 31, 2012

Management and Organization — continued

⁽¹⁾


		37

Eaton Vance Funds

IMPORTANT NOTICES

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


		38

This Page Intentionally Left Blank

Investment Adviser of Short-Term U.S. Government Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Investment Adviser and Administrator of Eaton Vance Low Duration Government Income Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

LOGO

1560-12/12 LDSRC

Eaton Vance

Global Macro Absolute Return Advantage Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

Global Macro Absolute Return Advantage Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			18 and 54

Federal Tax Information			19

Management and Organization			55

Important Notices			58

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

Fund Performance

For the fiscal year ending October, 31, 2012, Eaton Vance Global Macro Absolute Return Advantage Fund’s (the Fund) Class A shares at net asset value (NAV) had a total return of 4.79%. By comparison, the Fund’s benchmark, the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index (the Index)², gained 0.08% during the period.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Performance^2,3

Portfolio Managers John R. Baur, Michael A. Cirami, CFA and Eric Stein, CFA


% Average Annual Total Returns				Inception Date			One Year			Since Inception
Class A at NAV					08/31/2010			4.79	%		2.50	%
Class A with 4.75% Maximum Sales Charge					—			–0.18			0.22
Class C at NAV					08/31/2010			4.02			1.82
Class C with 1% Maximum Sales Charge					—			3.02			1.82
Class I at NAV					08/31/2010			5.09			2.82
Class R at NAV					12/01/2010			4.48			2.09
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index					08/31/2010			0.08	%		0.11	%


% Total Annual Operating Expense Ratios⁴	Class A			Class C			Class I			Class R
Gross		1.87	%		2.56	%		1.57	%		2.17	%
Net		1.55			2.25			1.25			1.75

Performance of $250,000

This graph shows the change in value of a hypothetical investment of $250,000 in Class I of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

LOGO


Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Class A	$ 10,000	08/31/2010	$10,549	$10,047
Class C	$ 10,000	08/31/2010	$10,400	N.A.
Class R	$10,000	12/01/2010	$10,404	N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Fund Profile⁵

Asset Allocation (% of net assets)⁶

LOGO

*	Net securities sold short.

Foreign Currency Exposure (% of net assets)⁷


India	��	13.6	%	Sri Lanka	3.6	%
Malaysia		10.0		Poland	3.0
China		9.9		Georgia	2.4
Serbia		9.6		Peru	2.0
Nigeria		9.2		Ghana	0.4
Mexico		9.0		New Zealand	0.2
South Korea		8.1		Hong Kong	0.1
Turkey		6.3		United Kingdom	0.0	*
Philippines		5.7		Hungary	-0.1
Platinum		5.1		Gold	-1.0
Singapore		4.1		South Africa	-3.9
Brazil		4.1		Japan	-4.6
Norway		3.9		Australia	-5.6
Sweden		3.9		Taiwan	-9.6
				Euro	-29.5

				Total Long	114.2

				Total Short	-54.3

				Total Net	59.9

*	Amount is less than 0.05%.

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Endnotes and Additional Disclosures

BofA Merrill Lynch 3-Month U.S. Treasury Bill Index is an unmanaged index of U.S. Treasury securities maturing in 90 days. BofA Merrill Lynch^® indices not for redistribution or other uses; provided “as is”, without warranties, and with no liability. Eaton Vance has prepared this report, BofAML does not endorse it, or guarantee, review, or endorse Eaton Vance’s products. 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.

⁴

⁵	Fund primarily invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund and may also invest directly. Unless otherwise noted, references to investments are to the aggregate holdings of the Fund and the Portfolio.

⁶	Other net assets represents other assets less liabilities and includes investment types, if any, each less than 1% of net assets. See Statement of Assets and Liabilities for details.

⁷	Currency exposures include all foreign exchange denominated assets, currency derivatives and commodities (including commodity derivatives). Total exposures may exceed 100% due to implicit leverage created by derivatives.

Fund profile subject to change due to active management.


		5

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)			Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	1,023.90	$	10.43	**		2.05	%
Class C	$	1,000.00	$	1,020.10	$	13.96	**		2.75	%
Class I	$	1,000.00	$	1,025.90	$	8.91	**		1.75	%
Class R	$	1,000.00	$	1,022.00	$	11.44	**		2.25	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,014.80	$	10.38	**		2.05	%
Class C	$	1,000.00	$	1,011.30	$	13.90	**		2.75	%
Class I	$	1,000.00	$	1,016.30	$	8.87	**		1.75	%
Class R	$	1,000.00	$	1,013.80	$	11.39	**		2.25	%

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


		6

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investment in Global Macro Absolute Return Advantage Portfolio, at value (identified cost, $800,433,670)	$	792,230,081
Receivable for Fund shares sold		1,801,636
Total assets	$	794,031,717

Liabilities
Payable for Fund shares redeemed	$	945,167
Payable to affiliates:
Distribution and service fees		148,447
Trustees’ fees		42
Due to Affiliate		23,588
Accrued expenses		186,763
Total liabilities	$	1,304,007
Net Assets	$	792,727,710

Sources of Net Assets
Paid-in capital	$	773,884,235
Accumulated net realized gain from Portfolio		37,280,189
Accumulated distributions in excess of net investment income		(10,233,125	)
Net unrealized depreciation from Portfolio		(8,203,589	)
Total	$	792,727,710

Class A Shares
Net Assets	$	243,609,332
Shares Outstanding		23,740,744
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	10.26
Maximum Offering Price Per Share
(100 ÷ 95.25 of net asset value per share)	$	10.77

Class C Shares
Net Assets	$	98,230,050
Shares Outstanding		9,657,613
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	10.17

Class I Shares
Net Assets	$	448,056,790
Shares Outstanding		43,509,501
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	10.30

Class R Shares
Net Assets	$	2,831,538
Shares Outstanding		277,175
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	10.22

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.


		7		See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest allocated from Portfolio (net of foreign taxes, $176,076)	$	46,292,693
Dividends allocated from Portfolio (net of foreign taxes, $11,342)		171,749
Expenses allocated from Portfolio		(12,752,904	)
Total investment income from Portfolio	$	33,711,538

Expenses
Distribution and service fees
Class A	$	729,162
Class C		1,058,447
Class R		11,216
Trustees’ fees and expenses		500
Custodian fee		38,236
Transfer and dividend disbursing agent fees		570,220
Legal and accounting services		46,859
Printing and postage		77,607
Registration fees		53,701
Miscellaneous		15,180
Total expenses	$	2,601,128

Net investment income	$	31,110,410

Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions (including a gain of $50,029 from precious metals)	$	(29,998,986	)
Securities sold short		2,395,177
Futures contracts		3,774,344
Swap contracts		(4,750,813	)
Forward commodity contracts		(90,106	)
Foreign currency and forward foreign currency exchange contract transactions		40,395,733
Net realized gain	$	11,725,349
Change in unrealized appreciation (depreciation) —
Investments (including net decrease of $308,090 from precious metals)	$	28,195,981
Written options		2,554,742
Securities sold short		(7,884,423	)
Futures contracts		(2,990,626	)
Swap contracts		(12,353,461	)
Forward commodity contracts		194,368
Foreign currency and forward foreign currency exchange contracts		(14,344,105	)
Net change in unrealized appreciation (depreciation)	$	(6,627,524	)

Net realized and unrealized gain	$	5,097,825

Net increase in net assets from operations	$	36,208,235


		8		See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	31,110,410		$	10,830,753
Net realized gain (loss) from investment transactions, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, and foreign currency and forward foreign currency exchange contract transactions		11,725,349			(11,809,261	)
Net change in unrealized appreciation (depreciation) from investments, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, foreign currency and forward foreign currency exchange contracts		(6,627,524	)		(1,642,657	)
Net increase (decrease) in net assets from operations	$	36,208,235		$	(2,621,165	)
Distributions to shareholders —
From net investment income
Class A	$	(6,346,535	)	$	—
Class C		(2,183,186	)		—
Class I		(12,792,634	)		—
Class R		(49,483	)		—
From net realized gain
Class A		—			(225,570	)
Class C		—			(73,599	)
Class I		—			(260,981	)
Class R		—			(132	)
Total distributions to shareholders	$	(21,371,838	)	$	(560,282	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	125,831,134		$	359,517,372
Class C		20,529,855			116,978,555
Class I		225,780,742			620,698,978
Class R		1,441,511			1,817,382
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		5,778,419			201,497
Class C		1,461,426			51,842
Class I		7,791,018			156,721
Class R		49,457			131
Cost of shares redeemed
Class A		(161,233,028	)		(125,933,928	)
Class C		(38,429,113	)		(11,865,026	)
Class I		(257,049,122	)		(212,911,428	)
Class R		(333,566	)		(183,140	)
Net increase (decrease) in net assets from Fund share transactions	$	(68,381,267	)	$	748,528,956

Net increase (decrease) in net assets	$	(53,544,870	)	$	745,347,509

Net Assets
At beginning of year	$	846,272,580		$	100,925,071
At end of year	$	792,727,710		$	846,272,580

Accumulated undistributed (distributions in excess of) net investment income included in net assets
At end of year	$	(10,233,125	)	$	11,446,150


		9		See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Financial Highlights


	Class A
	Year Ended October 31,						Period Ended October 31, 2010⁽¹⁾
	2012			2011			Period Ended October 31, 2010⁽¹⁾
Net asset value — Beginning of period	$	10.050		$	10.060		$	10.000

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.387		$	0.171		$	0.028
Net realized and unrealized gain (loss)		0.078			(0.163	)		0.032

Total income from operations	$	0.465		$	0.008		$	0.060

Less Distributions
From net investment income	$	(0.255	)	$	—		$	—
From net realized gain		—			(0.018	)		—

Total distributions	$	(0.255	)	$	(0.018	)	$	—

Net asset value — End of period	$	10.260		$	10.050		$	10.060

Total Return⁽³⁾		4.79	%		0.07	%		0.60	%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	243,609		$	268,739		$	36,143
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		2.02	%⁽⁸⁾		1.80	%⁽⁸⁾		1.55	%⁽⁹⁾
Net investment income		3.87	%		1.69	%		1.69	%⁽⁹⁾
Portfolio Turnover of the Portfolio		91	%		50	%		7	%⁽⁴⁾

⁽¹⁾	For the period from the start of business, August 31, 2010, to October 31, 2010.

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁶⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁷⁾

The investment adviser and administrator reimbursed certain operating expenses (equal to 0.07% and 1.38% of average daily net assets for the year ended October 31, 2011 and for the period from the start of business, August 31, 2010, to October 31, 2010, respectively). Absent this reimbursement, total return would be lower.

⁽⁸⁾	Includes interest and dividend expense primarily on securities sold short of 0.47% and 0.25% for the years ended October 31, 2012 and 2011, respectively.

⁽⁹⁾	Annualized.


		10		See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,						Period Ended October 31, 2010⁽¹⁾
	2012			2011			Period Ended October 31, 2010⁽¹⁾
Net asset value — Beginning of period	$	9.980		$	10.060		$	10.000

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.315		$	0.101		$	0.015
Net realized and unrealized gain (loss)		0.075			(0.163	)		0.045

Total income (loss) from operations	$	0.390		$	(0.062	)	$	0.060

Less Distributions
From net investment income	$	(0.200	)	$	—		$	—
From net realized gain		—			(0.018	)		—

Total distributions	$	(0.200	)	$	(0.018	)	$	—

Net asset value — End of period	$	10.170		$	9.980		$	10.060

Total Return⁽³⁾		4.02	%		(0.62	)%		0.60	%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	98,230		$	112,833		$	8,747
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		2.72	%⁽⁸⁾		2.49	%⁽⁸⁾		2.25	%⁽⁹⁾
Net investment income		3.17	%		1.01	%		0.89	%⁽⁹⁾
Portfolio Turnover of the Portfolio		91	%		50	%		7	%⁽⁴⁾

⁽¹⁾	For the period from the start of business, August 31, 2010, to December 31, 2010.

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁶⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁷⁾

⁽⁸⁾	Includes interest and dividend expense primarily on securities sold short of 0.47% and 0.24% for the years ended October 31, 2012 and 2011, respectively.

⁽⁹⁾	Annualized.


		11		See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31,						Period Ended October 31, 2010⁽¹⁾
	2012			2011			Period Ended October 31, 2010⁽¹⁾
Net asset value — Beginning of period	$	10.090		$	10.070		$	10.000

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.419		$	0.204		$	0.025
Net realized and unrealized gain (loss)		0.076			(0.166	)		0.045

Total income from operations	$	0.495		$	0.038		$	0.070

Less Distributions
From net investment income	$	(0.285	)	$	—		$	—
From net realized gain		—			(0.018	)		—

Total distributions	$	(0.285	)	$	(0.018	)	$	—

Net asset value — End of period	$	10.300		$	10.090		$	10.070

Total Return⁽³⁾		5.09	%		0.37	%		0.70	%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	448,057		$	463,076		$	56,036
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		1.72	%⁽⁸⁾		1.50	%⁽⁸⁾		1.25	%⁽⁹⁾
Net investment income		4.17	%		2.02	%		1.50	%⁽⁹⁾
Portfolio Turnover of the Portfolio		91	%		50	%		7	%⁽⁴⁾

⁽¹⁾	For the period from the start of business, August 31, 2010, to October 31, 2010.

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁶⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁷⁾

⁽⁸⁾	Includes interest and dividend expense primarily on securities sold short of 0.47% and 0.25% for the years ended October 31, 2012 and 2011, respectively.

⁽⁹⁾	Annualized.


		12		See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Financial Highlights — continued


	Class R
	Year Ended October 31, 2012			Period Ended October 31, 2011⁽¹⁾
Net asset value — Beginning of period	$	10.040		$	10.100

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.373		$	0.138
Net realized and unrealized gain (loss)		0.071			(0.180	)

Total income (loss) from operations	$	0.444		$	(0.042	)

Less Distributions
From net investment income	$	(0.264	)	$	—
From net realized gain		—			(0.018	)

Total distributions	$	(0.264	)	$	(0.018	)

Net asset value — End of period	$	10.220		$	10.040

Total Return⁽³⁾		4.48	%		(0.42	)%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	2,832		$	1,625
Ratios (as a percentage of average daily net assets):
Expenses^(5)(6)(7)		2.22	%⁽⁸⁾		2.10	%⁽⁸⁾⁽⁹⁾
Net investment income		3.74	%		1.50	%⁽⁹⁾
Portfolio Turnover of the Portfolio		91	%		50	%⁽¹⁰⁾

⁽¹⁾	For the period from commencement of operations on December 1, 2010 to October 31, 2011.

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁶⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁷⁾	The investment adviser and administrator reimbursed certain operating expenses (equal to 0.07% of average daily net assets for the period from commencement of operations on December 1, 2010 to October 31, 2011). Absent this reimbursement, total return would be lower.

⁽⁸⁾	Includes interest and dividend expense primarily on securities sold short of 0.47% and 0.35% for the year ended October 31, 2012 and the period from commencement of operations on December 1, 2010 to October 31, 2011, respectively.

⁽⁹⁾	Annualized.

⁽¹⁰⁾	For the Portfolio’s year ended October 31, 2011.


		13		See Notes to Financial Statements.

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Global Macro Absolute Return Advantage Fund (the Fund) is a non-diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I and Class R shares are sold at net asset value and are not subject to a sales charge. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Global Macro Absolute Return Advantage Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (66.7% at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolio. The consolidated financial statements of the Portfolio, including the consolidated portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

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

At October 31, 2012, the Fund had a net investment loss of $19,248,844 incurred after December 31, 2011. This net loss is treated as arising on the first day of the Fund’s taxable year ending October 31, 2013.

As of October 31, 2012, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund files a U.S. federal income tax return annually after its fiscal year-end which is subjet to examination by the Internal Revenue Service for a period of three years from the date of filing.

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

2 Distributions to Shareholders

It is the present policy of the Fund to make at least one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the


		14

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Notes to Financial Statements — continued

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

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Ordinary income	$	21,371,838	$	94,314
Long-term capital gains	$	0	$	465,968

During the year ended October 31, 2012, accumulated net realized gain was increased by $30,161,680, accumulated undistributed net investment income was decreased by $31,417,847 and paid-in capital was increased by $1,256,167 due to differences between book and tax accounting, primarily for swap contracts, premium amortization, dividend redesignations, foreign currency gain (loss), futures contracts, option contracts and the Portfolio’s investment in a subsidiary. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed long-term capital gains	$	41,627,057
Late year ordinary losses	$	(19,248,844	)
Net unrealized depreciation	$	(3,534,738	)

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to foreign currency transactions, tax accounting for straddle transactions, swap contracts, partnership allocations and premium amortization.

3 Investment Adviser and Administration Fee and Other Transactions with Affiliates

The investment adviser and administration fee is earned by Eaton Vance Management (EVM) as compensation for investment advisory and administrative services rendered to the Fund. The fee is computed at an annual rate of 1.00% of the Fund’s average daily net assets that are not invested in other investment companies for which EVM or its affiliates serve as investment adviser or administrator (“Investable Assets”) up to $500 million, and is payable monthly. On Investable Assets of $500 million and over, the annual fee is reduced. For the year ended October 31, 2012, the Fund incurred no investment adviser and administration fee on Investable Assets. To the extent the Fund’s assets are invested in the Portfolio, the Fund is allocated its share of the Portfolio’s adviser fee. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Consolidated Financial Statements which are included elsewhere in this report. EVM has agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 1.55%, 2.25%, 1.25% and 1.75% of the Fund’s average daily net assets for Class A, Class C, Class I and Class R, respectively. This agreement may be changed or terminated after February 28, 2013.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $13,444 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $15,637 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. EVD also received distribution and service fees from Class A, Class C and Class R shares (see Note 4) and contingent deferred sales charges (see Note 5).

4 Distribution Plans


		15

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Notes to Financial Statements — continued

The Fund also has in effect distribution plans for Class C shares (Class C Plan) and Class R shares (Class R Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class C Plan, the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class C shares for providing ongoing distribution services and facilities to the Fund. For the year ended October 31, 2012, the Fund paid or accrued to EVD $793,835 for Class C shares. The Class R Plan requires the Fund to pay EVD an amount up to 0.50% per annum of its average daily net assets attributable to Class R shares for providing ongoing distribution services and facilities to the Fund. The Trustees of the Trust have currently limited Class R distribution payments to 0.25% per annum of the average daily net assets attributable to Class R shares. For the year ended October 31, 2012, the Fund paid or accrued to EVD $5,608 for Class R shares.

Pursuant to the Class C and Class R Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $264,612 and $5,608 for Class C and Class R shares, respectively.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) of 1% generally is imposed on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $52,000 and $7,000 of CDSCs paid by Class A and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investment in the Portfolio aggregated $111,608,611 and $203,503,201, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2012			2011

Sales		12,579,645			35,604,483
Issued to shareholders electing to receive payments of distributions in Fund shares		598,800			20,049
Redemptions		(16,166,942	)		(12,486,972	)

Net increase (decrease)		(2,988,497	)		23,137,560


	Year Ended October 31,
Class C	2012			2011

Sales		2,067,110			11,610,484
Issued to shareholders electing to receive payments of distributions in Fund shares		151,758			5,168
Redemptions		(3,865,007	)		(1,181,384	)

Net increase (decrease)		(1,646,139	)		10,434,268


		16

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Notes to Financial Statements — continued


	Year Ended October 31,
Class I	2012			2011

Sales		22,506,690			61,387,710
Issued to shareholders electing to receive payments of distributions in Fund shares		806,523			15,578
Redemptions		(25,695,039	)		(21,077,892	)

Net increase (decrease)		(2,381,826	)		40,325,396


Class R	Year Ended October 31, 2012			Period Ended October 31, 2011⁽¹⁾

Sales		143,847			179,969
Issued to shareholders electing to receive payments of distributions in Fund shares		5,136			13
Redemptions		(33,632	)		(18,158	)

Net increase		115,351			161,824

⁽¹⁾	For the period from commencement of operations on December 1, 2010 to October 31, 2011.


		17

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Global Macro Absolute Return Advantage Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Global Macro Absolute Return Advantage Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the two years in the period then ended and for the period from the start of business, August 31, 2010, to October 31, 2010. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Global Macro Absolute Return Advantage Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the two years in the period then ended and for the period from the start of business, August 31, 2010, to October 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2012


		18

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Federal Tax Information (Unaudited)

The Form 1099-DIV you receive in January 2013 will show the tax status of all distributions paid to your account in calendar year 2012. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of the foreign tax credit and capital gains dividends.

Foreign Tax Credit. The Fund paid foreign taxes of $187,418 and recognized foreign source income of $44,119,625.

Capital Gains Dividends. The Fund designates $28,350,886 as a capital gain dividend.


		19

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Consolidated Portfolio of Investments


Foreign Government Bonds — 41.0%


Security	Principal Amount		Value


Albania — 0.3%
Republic of Albania, 7.50%, 11/4/15	EUR	2,776,000	$	3,672,772

Total Albania			$	3,672,772


Brazil — 0.8%
Nota do Tesouro Nacional, 6.00%, 5/15/15⁽¹⁾	BRL	17,693,933	$	9,528,714

Total Brazil			$	9,528,714


Cyprus — 1.2%
Republic of Cyprus, 3.75%, 6/3/13	EUR	7,636,000	$	9,155,092
Republic of Cyprus, 3.75%, 11/1/15	EUR	1,290,000		1,263,388
Republic of Cyprus, 4.375%, 7/15/14	EUR	300,000		327,213
Republic of Cyprus, 4.625%, 2/3/20	EUR	3,759,000		3,222,977

Total Cyprus			$	13,968,670


Georgia — 1.7%
Georgia Treasury Bond, 6.80%, 7/12/14	GEL	3,000,000	$	1,803,174
Georgia Treasury Bond, 7.40%, 4/19/14	GEL	8,633,000		5,234,168
Georgia Treasury Bond, 8.50%, 7/26/17	GEL	2,257,000		1,391,602
Georgia Treasury Bond, 8.90%, 1/12/14	GEL	3,710,000		2,283,902
Georgia Treasury Bond, 9.10%, 12/8/13	GEL	2,030,000		1,250,747
Georgia Treasury Bond, 9.80%, 4/26/17	GEL	1,290,000		832,334
Georgia Treasury Bond, 11.30%, 1/26/17	GEL	2,100,000		1,417,486
Georgia Treasury Bond, 12.00%, 6/15/13	GEL	500,000		311,008
Georgia Treasury Bond, 12.00%, 9/15/15	GEL	500,000		338,516
Georgia Treasury Bond, 12.20%, 5/13/13	GEL	3,421,000		2,121,090
Georgia Treasury Bond, 12.80%, 2/10/13	GEL	3,100,000		1,900,027
Georgia Treasury Bond, 13.80%, 12/16/12	GEL	2,871,000		1,746,445

Total Georgia			$	20,630,499


Germany — 2.9%
Bundesrepublik Deutschland, 4.75%, 7/4/34	EUR	18,400,000	$	34,228,012

Total Germany			$	34,228,012


Ghana — 0.4%
Ghana Government Bond, 23.00%, 8/21/17	GHS	8,200,000	$	4,907,086

Total Ghana			$	4,907,086


Hungary — 3.4%
National Bank of Hungary, 8.875%, 11/1/13	USD	3,820,000	$	3,922,350
Republic of Hungary, 3.50%, 7/18/16	EUR	6,304,000		7,872,524
Republic of Hungary, 4.375%, 7/4/17	EUR	8,864,000		11,232,977


Security	Principal Amount		Value


Hungary (continued)
Republic of Hungary, 4.50%, 1/29/14	EUR	11,286,000	$	14,818,218
Republic of Hungary, 5.50%, 5/6/14	GBP	1,181,000		1,934,425

Total Hungary			$	39,780,494


Mexico — 5.0%
Mexican Bonos, 7.00%, 6/19/14	MXN	233,240,000	$	18,476,049
Mexican Bonos, 8.00%, 12/19/13	MXN	220,530,000		17,455,841
Mexican Bonos, 9.00%, 6/20/13	MXN	162,200,000		12,725,317
Mexican Bonos, 9.50%, 12/18/14	MXN	132,350,000		11,039,450

Total Mexico			$	59,696,657


New Zealand — 4.5%
New Zealand Government Bond, 5.00%, 3/15/19	NZD	9,220,000	$	8,449,016
New Zealand Government Bond, 5.50%, 4/15/23	NZD	3,690,000		3,565,124
New Zealand Government Bond, 6.00%, 12/15/17	NZD	9,220,000		8,730,820
New Zealand Government Bond, 6.00%, 5/15/21	NZD	33,297,000		32,858,098

Total New Zealand			$	53,603,058


Nigeria — 0.3%
Nigeria Treasury Bond, 16.39%, 1/27/22	NGN	422,331,000	$	3,127,148

Total Nigeria			$	3,127,148


Philippines — 1.4%
Republic of the Philippines, 6.25%, 1/14/36	PHP	417,000,000	$	11,900,276
Republic of the Philippines, 8.75%, 3/3/13	PHP	205,250,000		5,119,123

Total Philippines			$	17,019,399


Poland — 0.3%
Republic of Poland, 3.00%, 3/17/23	USD	3,840,000	$	3,809,576

Total Poland			$	3,809,576


Serbia — 5.9%
Serbia Treasury Bill, 0.00%, 2/21/13	RSD	1,315,000,000	$	14,426,962
Serbia Treasury Bill, 0.00%, 4/4/13	RSD	321,270,000		3,470,193
Serbia Treasury Bill, 0.00%, 7/4/13	RSD	256,210,000		2,681,130
Serbia Treasury Bill, 0.00%, 8/9/13	RSD	737,400,000		7,616,661
Serbia Treasury Bill, 0.00%, 10/24/13	RSD	1,335,090,000		13,416,726
Serbia Treasury Bill, 0.00%, 11/8/13	RSD	785,000,000		7,840,651
Serbia Treasury Bill, 0.00%, 12/12/13	RSD	206,500,000		2,030,808
Serbia Treasury Bill, 0.00%, 1/30/14	RSD	105,900,000		1,017,712
Serbia Treasury Bill, 0.00%, 2/21/14	RSD	316,200,000		3,007,060
Serbia Treasury Bill, 0.00%, 3/6/14	RSD	990,000,000		9,356,127
Serbia Treasury Bill, 0.00%, 3/13/14	RSD	106,120,000		996,485


		20		See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Principal Amount			Value


Serbia (continued)
Serbia Treasury Bond, 10.00%, 4/27/15	RSD		138,930,000	$	1,401,049
Serbia Treasury Bond, 10.00%, 9/14/15	RSD		301,680,000		2,984,156

Total Serbia				$	70,245,720


Slovenia — 1.2%
Republic of Slovenia, 4.125%, 1/26/20	EUR		300,000	$	361,237
Republic of Slovenia, 4.375%, 1/18/21	EUR		2,548,000		3,058,197
Republic of Slovenia, 5.50%, 10/26/22⁽²⁾	USD		10,857,000		10,898,435

Total Slovenia				$	14,317,869


Sri Lanka — 1.4%
Republic of Sri Lanka, 5.875%, 7/25/22⁽²⁾	USD		3,970,000	$	4,410,471
Republic of Sri Lanka, 6.25%, 10/4/20⁽²⁾	USD		8,040,000		9,045,000
Republic of Sri Lanka, 6.25%, 10/4/20⁽³⁾	USD		2,460,000		2,767,500

Total Sri Lanka				$	16,222,971


Turkey — 8.3%
Turkey Government Bond, 0.00%, 7/17/13	TRY		92,500,000	$	49,372,552
Turkey Government Bond, 3.00%, 1/6/21⁽¹⁾	TRY		67,299,423		41,130,554
Turkey Government Bond, 4.00%, 4/1/20⁽¹⁾	TRY		12,619,415		8,127,818

Total Turkey				$	98,630,924


Venezuela — 2.0%
Bolivarian Republic of Venezuela, 7.00%, 3/31/38⁽³⁾	USD		8,138,000	$	5,859,360
Bolivarian Republic of Venezuela, 9.25%, 5/7/28⁽³⁾	USD		4,816,900		4,274,999
Bolivarian Republic of Venezuela, 11.75%, 10/21/26⁽³⁾	USD		13,364,000		13,597,870

Total Venezuela				$	23,732,229


Total Foreign Government Bonds (identified cost $466,585,188)				$	487,121,798


Collateralized Mortgage Obligations — 3.3%


Security		Principal Amount		Value

Federal Home Loan Mortgage Corp.:
Series 228, (Interest Only), Class IO, 6.00%, 2/1/35⁽⁴⁾		$	13,452,718	$	2,155,648
Series 2770, (Interest Only), Class SH, 6.886%, 3/15/34⁽⁴⁾⁽⁵⁾			7,598,862		1,415,592
Series 2877, (Interest Only), Class WS, 6.386%, 10/15/34⁽⁴⁾⁽⁵⁾			12,426,316		824,750


Security	Principal Amount		Value

Federal Home Loan Mortgage Corp.: (continued)
Series 3572, (Interest Only), Class JS, 6.586%, 9/15/39⁽⁴⁾⁽⁵⁾	$	12,887,067	$	2,408,061
Series 3871, (Interest Only), Class MS, 6.986%, 6/15/41⁽⁴⁾⁽⁵⁾		9,293,527		1,806,493

			$	8,610,544

Federal National Mortgage Association:
Series 2005-85, (Interest Only), Class SC, 6.289%, 10/25/35^(4)(5)(6)	$	22,301,204	$	3,656,485
Series 2006-56, (Interest Only), Class CS, 6.999%, 7/25/36⁽⁴⁾⁽⁵⁾		10,267,378		2,013,400
Series 2006-72, (Interest Only), Class GI, 6.369%, 8/25/36^(4)(5)(6)		37,850,638		6,201,416
Series 2006-96, (Interest Only), Class SM, 7.039%, 10/25/36⁽⁴⁾⁽⁵⁾		22,984,472		4,403,983
Series 2007-36, (Interest Only), Class SG, 6.389%, 4/25/37⁽⁴⁾⁽⁵⁾		16,176,259		2,784,393
Series 2010-54, (Interest Only), Class EI, 6.00%, 6/25/40⁽⁴⁾⁽⁶⁾		23,897,112		4,213,919
Series 2010-67, (Interest Only), Class BI, 5.50%, 6/25/25⁽⁴⁾		12,549,425		1,311,468
Series 2010-109, (Interest Only), Class PS, 6.389%, 10/25/40⁽⁴⁾⁽⁵⁾		23,998,226		3,420,615
Series 2010-147, (Interest Only), Class KS, 5.739%, 1/25/41⁽⁴⁾⁽⁵⁾		16,031,447		2,401,990

			$	30,407,669


Total Collateralized Mortgage Obligations (identified cost $36,429,742)			$	39,018,213


Mortgage Pass-Throughs — 0.6%


Security	Principal Amount		Value

Federal National Mortgage Association:
6.00%, with various maturities to 2038⁽⁶⁾	$	6,458,095	$	7,263,296


Total Mortgage Pass-Throughs (identified cost $7,306,460)			$	7,263,296


Common Stocks — 1.5%


Security	Shares		Value


France — 0.2%
Sanofi		14,429	$	1,267,262
Total SA		24,993		1,258,902

Total France			$	2,526,164


		21		See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


Germany — 1.0%
Deutsche EuroShop AG		92,887	$	3,796,292
Deutsche Wohnen AG		200,764		3,676,845
GSW Immobilien AG		92,980		3,821,873

Total Germany			$	11,295,010


Luxembourg — 0.3%
GAGFAH SA⁽⁷⁾		314,472	$	3,578,962

Total Luxembourg			$	3,578,962


Total Common Stocks (identified cost $14,987,554)			$	17,400,136


Precious Metals — 3.0%


Description	Troy Ounces		Value
Gold⁽⁷⁾		4,800	$	8,263,000
Platinum⁽⁷⁾		17,693		27,773,631


Total Precious Metals (identified cost $39,419,034)			$	36,036,631

Currency Call Options Purchased — 0.5%

Description

Counterparty

Principal

Amount

of Contracts

(000’s omitted)

Strike

Price

Expiration

Date

Value

Indian Rupee

Australia and
New Zealand
Banking Group
Limited

INR

896,000

INR

54.00

8/12/13

302,137

Indian Rupee

Australia and
New Zealand
Banking Group
Limited

INR

787,000

INR

54.00

8/12/13

265,381

Indian Rupee

Bank of America

INR

1,131,103

INR

52.00

5/6/13

157,044

Indian Rupee

Bank of America

INR

1,030,095

INR

52.00

5/6/13

143,020

Indian Rupee

Bank of America

INR

1,127,500

INR

55.00

7/1/13

520,857

Indian Rupee

Bank of America

INR

908,000

INR

54.00

8/12/13

306,183

Indian Rupee

Bank of America

INR

1,065,000

INR

55.00

8/16/13

490,005

Indian Rupee

Barclays Bank
PLC

INR

1,132,690

INR

52.00

5/6/13

157,265

Indian Rupee

Barclays Bank
PLC

INR

896,000

INR

54.00

8/12/13

302,137

Indian Rupee

Deutsche Bank

INR

890,900

INR

51.00

5/8/13

78,035

Indian Rupee

Deutsche Bank

INR

860,000

INR

54.00

8/12/13

289,997

Indian Rupee

Goldman Sachs
International

INR

1,033,600

INR

51.00

5/8/13

90,535

Description

Counterparty

Principal

Amount

of Contracts

(000’s omitted)

Strike

Price

Expiration

Date

Value

Indian Rupee

Goldman Sachs
International

INR

940,500

INR

55.00

7/1/13

434,471

Indian Rupee

Goldman Sachs
International

INR

570,000

INR

54.00

8/12/13

192,207

Indian Rupee

Goldman Sachs
International

INR

678,000

INR

55.00

8/19/13

313,888

Indian Rupee

HSBC Bank USA

INR 1,107,700

INR

53.00

7/3/13

256,648

Indian Rupee

JPMorgan Chase
Bank

INR

943,400

INR

53.00

7/3/13

218,580

Indian Rupee

JPMorgan Chase
Bank

INR

610,000

INR

54.00

8/12/13

205,696

Indian Rupee

JPMorgan Chase
Bank

INR

687,000

INR

54.00

8/12/13

231,661

Indian Rupee

Standard
Chartered Bank

INR

904,600

INR

52.00

5/6/13

125,596

Indian Rupee

Standard
Chartered Bank

INR

630,700

INR

53.00

7/3/13

146,130

Total Currency Call Options Purchased
(identified cost $4,270,673)

5,227,473

Currency Put Options Purchased — 0.0%⁽⁸⁾

Description

Counterparty

Principal

Amount

of Contracts

(000’s omitted)

Strike

Price

Expiration

Date

Value

Yuan Offshore Renminbi

Barclays Bank PLC

CNH

124,807

CNH

6.50

5/20/13

47,271

Yuan Offshore Renminbi

Citibank NA

CNH

118,060

CNH

6.50

5/20/13

44,715

Yuan Offshore Renminbi

HSBC Bank USA

CNH

133,413

CNH

6.50

5/20/13

50,531

Yuan Offshore Renminbi

Standard
Chartered Bank

CNH

111,787

CNH

6.50

5/20/13

42,340

Total Currency Put Options Purchased
(identified cost $644,366)

184,857

Interest Rate Swaptions — 0.0%⁽⁸⁾

Description

Counterparty

Expiration
Date

Notional

Amount

Value

Options to receive 3-month USD-LIBOR-BBA Rate and pay 4.60%

Deutsche Bank

8/26/14

24,000,000

316,032

Total Interest Rate Swaptions
(identified cost $1,495,200)

316,032


		22		See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued

Put Options Purchased — 0.3%

Description

Counterparty

Number of
Contracts

(000’s omitted)

Strike
Price

Expiration
Date

Value

Brent Crude Oil Future 9/2013

Not Applicable

421

USD

95.00

8/12/13

2,947,000

KOSPI 200 Index

Bank of America

66,800

KRW

200.00

12/13/12

3,580

Total Put Options Purchased
(identified cost $3,744,204)

2,950,580



Short-Term Investments — 59.7%

Foreign Government Securities — 39.8%
Security	Principal Amount (000’s omitted)		Value


Croatia — 1.9%
Croatia Treasury Bill, 0.00%, 11/8/12	EUR	632	$	818,761
Croatia Treasury Bill, 0.00%, 11/15/12	EUR	1,885		2,441,005
Croatia Treasury Bill, 0.00%, 11/22/12	EUR	982		1,270,955
Croatia Treasury Bill, 0.00%, 11/29/12	EUR	2,515		3,253,245
Croatia Treasury Bill, 0.00%, 1/24/13	EUR	1,910		2,459,523
Croatia Treasury Bill, 0.00%, 1/31/13	EUR	839		1,080,401
Croatia Treasury Bill, 0.00%, 2/7/13	EUR	973		1,252,172
Croatia Treasury Bill, 0.00%, 2/28/13	EUR	1,989		2,554,800
Croatia Treasury Bill, 0.00%, 3/14/13	EUR	1,716		2,201,261
Croatia Treasury Bill, 0.00%, 3/28/13	EUR	2,215		2,837,594
Croatia Treasury Bill, 0.00%, 4/4/13	EUR	2,000		2,560,977

Total Croatia			$	22,730,694


Georgia — 1.6%
Bank of Georgia Promissory Note, 7.00%, 3/9/13	USD	1,928	$	1,958,244
Bank of Georgia Promissory Note, 7.75%, 2/22/13	USD	1,606		1,633,118
Bank of Georgia Promissory Note, 8.25%, 12/21/12	USD	8,920		9,004,270
Georgia Treasury Bill, 0.00%, 3/14/13	GEL	3,180		1,873,047
Georgia Treasury Bill, 0.00%, 5/23/13	GEL	4,580		2,661,856
Georgia Treasury Bill, 0.00%, 7/18/13	GEL	3,892		2,240,279

Total Georgia			$	19,370,814


Malaysia — 9.2%
Bank Negara Monetary Note, 0.00%, 11/6/12	MYR	28,881	$	9,477,880
Bank Negara Monetary Note, 0.00%, 11/8/12	MYR	39,265		12,883,492
Bank Negara Monetary Note, 0.00%, 11/22/12	MYR	32,403		10,619,936
Bank Negara Monetary Note, 0.00%, 11/29/12	MYR	71,664		23,475,581
Bank Negara Monetary Note, 0.00%, 12/13/12	MYR	23,893		7,817,977
Bank Negara Monetary Note, 0.00%, 12/20/12	MYR	28,746		9,400,600


Security	Principal Amount (000’s omitted)		Value


Malaysia (continued)
Bank Negara Monetary Note, 0.00%, 1/10/13	MYR	41,587	$	13,576,974
Bank Negara Monetary Note, 0.00%, 2/7/13	MYR	32,258		10,509,346
Bank Negara Monetary Note, 0.00%, 2/19/13	MYR	36,786		11,972,410

Total Malaysia			$	109,734,196


Mexico — 2.4%
Mexico Cetes, 0.00%, 2/7/13	MXN	373,241	$	28,172,940

Total Mexico			$	28,172,940


Nigeria — 8.9%
Nigeria Treasury Bill, 0.00%, 2/7/13	NGN	745,500	$	4,578,868
Nigeria Treasury Bill, 0.00%, 2/21/13	NGN	1,573,326		9,617,041
Nigeria Treasury Bill, 0.00%, 3/7/13	NGN	1,318,730		7,999,829
Nigeria Treasury Bill, 0.00%, 3/28/13	NGN	767,200		4,646,170
Nigeria Treasury Bill, 0.00%, 4/4/13	NGN	2,274,300		13,739,206
Nigeria Treasury Bill, 0.00%, 4/11/13	NGN	586,000		3,513,849
Nigeria Treasury Bill, 0.00%, 4/25/13	NGN	426,900		2,548,684
Nigeria Treasury Bill, 0.00%, 5/9/13	NGN	1,008,800		5,999,583
Nigeria Treasury Bill, 0.00%, 5/23/13	NGN	327,000		1,941,573
Nigeria Treasury Bill, 0.00%, 9/5/13	NGN	8,299,000		47,234,975
Nigeria Treasury Bill, 0.00%, 10/10/13	NGN	694,200		3,899,615

Total Nigeria			$	105,719,393


Philippines — 2.9%
Philippine Treasury Bill, 0.00%, 11/7/12	PHP	59,070	$	1,433,840
Philippine Treasury Bill, 0.00%, 11/21/12	PHP	207,040		5,023,592
Philippine Treasury Bill, 0.00%, 1/2/13	PHP	79,590		1,929,755
Philippine Treasury Bill, 0.00%, 1/30/13	PHP	59,120		1,433,848
Philippine Treasury Bill, 0.00%, 2/6/13	PHP	157,180		3,811,267
Philippine Treasury Bill, 0.00%, 2/20/13	PHP	22,020		533,879
Philippine Treasury Bill, 0.00%, 3/6/13	PHP	60,040		1,455,225
Philippine Treasury Bill, 0.00%, 4/17/13	PHP	42,690		1,033,445
Philippine Treasury Bill, 0.00%, 5/2/13	PHP	94,620		2,289,543
Philippine Treasury Bill, 0.00%, 5/15/13	PHP	15,930		385,306
Philippine Treasury Bill, 0.00%, 7/10/13	PHP	127,110		3,068,549
Philippine Treasury Bill, 0.00%, 7/24/13	PHP	98,690		2,381,361
Philippine Treasury Bill, 0.00%, 8/7/13	PHP	255,780		6,168,956
Philippine Treasury Bill, 0.00%, 9/18/13	PHP	128,890		3,103,957
Philippine Treasury Bill, 0.00%, 10/2/13	PHP	33,200		799,109

Total Philippines			$	34,851,632


		23		See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Principal Amount (000’s omitted)		Value


Serbia — 3.8%
Serbia Treasury Bill, 0.00%, 1/17/13	RSD	19,080	$	211,960
Serbia Treasury Bill, 0.00%, 2/13/13	RSD	2,048,000		22,534,048
Serbia Treasury Bill, 0.00%, 3/28/13	RSD	225,310		2,440,043
Serbia Treasury Bill, 0.00%, 4/11/13	RSD	190,060		2,047,712
Serbia Treasury Bill, 0.00%, 5/23/13	RSD	516,360		5,486,384
Serbia Treasury Bill, 0.00%, 6/13/13	RSD	28,900		304,736
Serbia Treasury Bill, 0.00%, 6/28/13	RSD	193,500		2,029,303
Serbia Treasury Bill, 0.00%, 9/13/13	RSD	928,600		9,470,957

Total Serbia			$	44,525,143


Singapore — 3.7%
Monetary Authority of Singapore Bill, 0.00%, 11/23/12	SGD	9,292	$	7,616,804
Monetary Authority of Singapore Bill, 0.00%, 12/7/12	SGD	43,865		35,954,423

Total Singapore			$	43,571,227


South Korea — 1.8%
Korea Monetary Stabilization Bond, 0.00%, 11/6/12	KRW	2,671,920	$	2,448,857
Korea Monetary Stabilization Bond, 0.00%, 11/13/12	KRW	10,386,610		9,514,077
Korea Monetary Stabilization Bond, 0.00%, 12/11/12	KRW	1,954,370		1,784,787
Korea Monetary Stabilization Bond, 0.00%, 12/18/12	KRW	1,595,100		1,456,798
Korea Monetary Stabilization Bond, 0.00%, 12/25/12	KRW	6,296,230		5,747,775

Total South Korea			$	20,952,294


Sri Lanka — 3.6%
Sri Lanka Treasury Bill, 0.00%, 1/4/13	LKR	705,000	$	5,314,460
Sri Lanka Treasury Bill, 0.00%, 1/11/13	LKR	2,908,560		21,881,862
Sri Lanka Treasury Bill, 0.00%, 4/12/13	LKR	1,993,810		14,556,573
Sri Lanka Treasury Bill, 0.00%, 10/11/13	LKR	165,030		1,134,560

Total Sri Lanka			$	42,887,455


Total Foreign Government Securities (identified cost $468,569,603)			$	472,515,788


U.S. Treasury Obligations — 0.9%


Security		Principal Amount (000’s omitted)		Value

U.S. Treasury Bill, 0.00%, 11/15/12⁽⁶⁾		$	8,000	$	7,999,800
U.S. Treasury Bill, 0.00%, 11/29/12⁽⁶⁾			3,000		2,999,796


Total U.S. Treasury Obligations (identified cost $10,999,452)				$	10,999,596


Repurchase Agreements — 11.5%


Description		Principal Amount (000’s omitted)		Value

Bank of America:
Dated 10/30/12 with a maturity date of 11/9/12, an interest rate of 0.50% payable by the Portfolio and repurchase proceeds of EUR 6,554,403, collateralized by EUR 5,300,000 European Investment Bank 4.625%, due 4/15/20 and a market value, including accrued interest, of $8,514,100.	EUR		6,555	$	8,496,311
Dated 10/30/12 with a maturity date of 11/9/12, an interest rate of 0.55% payable by the Portfolio and repurchase proceeds of EUR 4,913,894, collateralized by EUR 4,200,000 European Investment Bank 3.625%, due 1/15/21 and a market value, including accrued interest, of $6,381,389.	EUR		4,914		6,369,823
Dated 10/30/12 with a maturity date of 11/9/12, an interest rate of 0.65% payable by the Portfolio and repurchase proceeds of EUR 7,278,440, collateralized by EUR 6,050,000 European Investment Bank 4.25%, due 4/15/19 and a market value, including accrued interest, of $9,440,774.	EUR		7,279		9,435,138
Barclays Bank PLC:
Dated 10/31/12 with a maturity date of 11/9/12, an interest rate of 0.08% payable by the Portfolio and repurchase proceeds of EUR 29,065,871, collateralized by EUR 25,152,000 Government of France 4.00%, due 10/25/38 and a market value, including accrued interest, of $37,717,996.	EUR		29,066		37,674,297


		24		See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Description		Principal Amount (000’s omitted)		Value

Citibank NA:
Dated 10/31/12 with a maturity date of 11/12/12, an interest rate of 0.10% payable by the Portfolio and repurchase proceeds of EUR 22,385,615, collateralized by EUR 19,340,000 Government of France 4.00%, due 10/25/38 and a market value, including accrued interest, of $29,002,307.	EUR		22,386	$	29,015,665
Nomura International PLC:
Dated 10/26/12 with a maturity date of 11/7/12, an interest rate of 0.05% payable by the Portfolio and repurchase proceeds of EUR 16,966,287, collateralized by EUR 15,060,000 Belgium Kingdom Government Bond 3.75%, due 9/28/20 and a market value, including accrued interest, of $22,015,900.	EUR		16,966		21,991,056
Dated 10/26/12 with a maturity date of 11/7/12, an interest rate of 0.15% payable by the Portfolio and repurchase proceeds of EUR 3,965,966, collateralized by EUR 4,000,000 Spain Government Bond 4.60%, due 7/30/19 and a market value, including accrued interest, of $5,171,048.	EUR		3,966		5,140,635
Dated 10/31/12 with a maturity date of 11/12/12, an interest rate of 0.05% payable by the Portfolio and repurchase proceeds of EUR 14,569,966, collateralized by EUR 12,738,000 Government of France 3.75%, due 10/25/19 and a market value, including accrued interest, of $18,898,791.	EUR		14,570		18,885,037


Total Repurchase Agreements (identified cost $136,983,451)				$	137,007,962


Other — 7.5%


Description		Interest (000’s omitted)		Value

Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽⁹⁾		$	88,480	$	88,479,972


Total Other (identified cost $88,479,972)				$	88,479,972


Total Short-Term Investments (identified cost $705,032,478)				$	709,003,318


Total Investments — 109.9% (identified cost $1,279,914,899)				$	1,304,522,334


Currency Call Options Written — (0.3)%


Description	Counterparty	Principal Amount of Contracts (000’s omitted)		Strike Price		Expiration Date		Value
Indian Rupee	Bank of America	INR	1,239,462	INR	54.00		8/12/13	$	(417,954	)
Indian Rupee	Citibank NA	INR	1,178,280	INR	54.00		8/12/13		(397,323	)
Indian Rupee	Deutsche Bank	INR	633,478	INR	54.00		8/12/13		(213,613	)
Indian Rupee	Goldman Sachs International	INR	1,065,000	INR	55.00		8/16/13		(492,381	)
Indian Rupee	HSBC Bank USA	INR	1,286,280	INR	54.00		8/12/13		(433,741	)
Indian Rupee	JPMorgan Chase Bank	INR	678,000	INR	55.00		8/19/13		(313,888	)
Indian Rupee	Nomura International PLC	INR	1,286,280	INR	54.00		8/12/13		(433,741	)
Indian Rupee	Standard Chartered Bank	INR	590,220	INR	54.00		8/12/13		(199,026	)


Total Currency Call Options Written (premiums received $5,791,622)								$	(2,901,667	)


Currency Put Options Written — (0.0)%⁽⁸⁾


Description	Counterparty	Principal Amount of Contracts (000’s omitted)		Strike Price		Expiration Date		Value
Indian Rupee	Bank of America	INR	666,250	INR	65.00		7/1/13	$	(47,410	)
Indian Rupee	Goldman Sachs International	INR	555,750	INR	65.00		7/1/13		(39,547	)
Indian Rupee	HSBC Bank USA	INR	668,800	INR	64.00		7/3/13		(60,409	)
Indian Rupee	JPMorgan Chase Bank	INR	569,600	INR	64.00		7/3/13		(51,449	)
Indian Rupee	Standard Chartered Bank	INR	380,800	INR	64.00		7/3/13		(34,395	)


Total Currency Put Options Written (premiums received $1,177,318)								$	(233,210	)


Other Assets, Less Liabilities — (9.6)%								$	(113,922,445	)


Net Assets — 100.0%								$	1,187,465,012

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


		25		See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


BRL	–	Brazilian Real
CNH	–	Yuan Offshore Renminbi
EUR	–	Euro
GBP	–	British Pound Sterling
GEL	–	Georgian Lari
GHS	–	Ghanaian Cedi
INR	–	Indian Rupee
KRW	–	South Korean Won
LKR	–	Sri Lankan Rupee
MXN	–	Mexican Peso
MYR	–	Malaysian Ringgit
NGN	–	Nigerian Naira
NZD	–	New Zealand Dollar
PHP	–	Philippine Peso
RSD	–	Serbian Dinar
SGD	–	Singapore Dollar
TRY	–	New Turkish Lira
USD	–	United States Dollar

⁽¹⁾

⁽²⁾

⁽³⁾

⁽⁴⁾

⁽⁵⁾

Inverse floating-rate security whose coupon varies inversely with changes in the interest rate index. The stated interest rate represents the coupon rate in effect at October 31, 2012.

⁽⁶⁾

Security (or a portion thereof) has been pledged to cover collateral requirements on open financial contracts and/or securities sold short.

⁽⁷⁾

Non-income producing.

⁽⁸⁾

Amount is less than 0.05%.

⁽⁹⁾


Securities Sold Short — (12.6)%

Foreign Government Bonds — (11.5)%


Security		Principal Amount (000’s omitted)			Value


Belgium — (1.9)%
Belgium Kingdom Government Bond, 3.75%, 9/28/20	EUR		(15,060	)	$	(21,947,714	)

Total Belgium					$	(21,947,714	)


France — (7.2)%
Government of France, 3.75%, 10/25/19	EUR		(12,738	)	$	(18,886,917	)
Government of France, 4.00%, 10/25/38	EUR		(44,492	)		(66,676,064	)

Total France					$	(85,562,981	)


Spain — (0.4)%
Spain Government Bond, 4.60%, 7/30/19	EUR		(4,000	)	$	(5,109,628	)

Total Spain					$	(5,109,628	)


Supranational — (2.0)%
European Investment Bank, 3.625%, 1/15/21	EUR		(4,200	)	$	(6,224,059	)
European Investment Bank, 4.25%, 4/15/19	EUR		(6,050	)		(9,258,159	)
European Investment Bank, 4.625%, 4/15/20	EUR		(5,300	)		(8,340,007	)

Total Supranational					$	(23,822,225	)


Total Foreign Government Bonds (proceeds $129,128,894)					$	(136,442,548	)


Common Stocks — (1.1)%


Security		Shares			Value

China — (1.1)%
Agricultural Bank of China, Ltd., Class H			(7,105,000	)	$	(3,052,156	)
Bank of China, Ltd., Class H			(7,858,000	)		(3,219,283	)
China Construction Bank Corp., Class H			(4,367,000	)		(3,279,396	)
Industrial & Commercial Bank of China, Class H			(5,211,000	)		(3,431,438	)

Total China					$	(12,982,273	)


Total Common Stocks (proceeds $11,006,171)					$	(12,982,273	)


Total Securities Sold Short (proceeds $140,135,065)					$	(149,424,821	)


		26		See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Consolidated Statement of Assets and Liabilities


Assets	October 31, 2012
Investments —
Securities of unaffiliated issuers, at value (identified cost, $1,152,015,893)	$	1,180,005,731
Affiliated investment, at value (identified cost, $88,479,972)		88,479,972
Precious metals, at value (identified cost, $39,419,034)		36,036,631
Total Investments, at value (identified cost, $1,279,914,899)	$	1,304,522,334
Cash	$	2,838,465
Restricted cash*		7,857,657
Foreign currency, at value (identified cost, $871,793)		941,207
Cash collateral for securities sold short		13,874,650
Interest and dividends receivable		8,440,222
Interest receivable from affiliated investment		7,834
Receivable for investments sold		110,863,734
Receivable for variation margin on open futures contracts		895,795
Receivable for open forward foreign currency exchange contracts		9,064,069
Receivable for closed forward foreign currency exchange contracts		1,955,898
Receivable for open swap contracts		12,836,469
Premium paid on open swap contracts		42,764,946
Total assets	$	1,516,863,280

Liabilities
Written options outstanding, at value (premiums received, $6,968,940)	$	3,134,877
Payable for investments purchased		110,028,244
Payable for open forward commodity contracts		833,663
Payable for open forward foreign currency exchange contracts		16,679,833
Payable for closed forward foreign currency exchange contracts		1,382,749
Payable for open swap contracts		31,920,313
Premium payable for open swap contracts		282,184
Premium received on open swap contracts		10,795,357
Payable for securities sold short, at value (proceeds, $140,135,065)		149,424,821
Payable to affiliates:
Investment adviser fee		982,542
Trustees’ fees		3,673
Interest payable		3,603,754
Accrued expenses		326,258
Total liabilities	$	329,398,268
Net Assets applicable to investors’ interest in Portfolio	$	1,187,465,012

Sources of Net Assets
Investors’ capital	$	1,197,892,066
Net unrealized depreciation		(10,427,054	)
Total	$	1,187,465,012

*	Represents restricted cash as collateral for open financial contracts.


		27		See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Consolidated Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest (net of foreign taxes, $228,800)	$	64,355,882
Dividends (net of foreign taxes, $16,618)		249,321
Interest allocated from affiliated investment		95,551
Expenses allocated from affiliated investment		(12,473	)
Total investment income	$	64,688,281

Expenses
Investment adviser fee	$	10,642,020
Trustees’ fees and expenses		44,344
Custodian fee		1,643,659
Legal and accounting services		158,994
Interest expense		132,239
Interest and dividends on securities sold short		4,970,126
Miscellaneous		121,130
Total expenses	$	17,712,512
Deduct —
Reduction of custodian fee	$	2,630
Total expense reductions	$	2,630

Net expenses	$	17,709,882

Net investment income	$	46,978,399

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions (including a gain of $65,246 from precious metals)	$	(37,901,812	)
Investment transactions allocated from affiliated investment		1,562
Securities sold short		3,151,333
Futures contracts		5,229,797
Swap contracts		(6,479,073	)
Forward commodity contracts		(174,331	)
Foreign currency and forward foreign currency exchange contract transactions		54,590,847
Net realized gain	$	18,418,323
Change in unrealized appreciation (depreciation) —
Investments (including net decrease of $182,562 from precious metals)	$	40,851,042
Written options		3,834,063
Securities sold short		(11,416,238	)
Futures contracts		(4,080,576	)
Swap contracts		(19,427,835	)
Forward commodity contracts		204,462
Foreign currency and forward foreign currency exchange contracts		(19,697,955	)
Net change in unrealized appreciation (depreciation)	$	(9,733,037	)

Net realized and unrealized gain	$	8,685,286

Net increase in net assets from operations	$	55,663,685


		28		See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Consolidated Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	46,978,399		$	16,209,447
Net realized gain (loss) from investment transactions, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, and foreign currency and forward foreign currency exchange contract transactions		18,418,323			(14,676,966	)
Net change in unrealized appreciation (depreciation) from investments, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, foreign currency and forward foreign currency exchange contracts		(9,733,037	)		(1,796,351	)
Net increase (decrease) in net assets from operations	$	55,663,685		$	(263,870	)
Capital transactions —
Contributions	$	332,353,874		$	961,628,976
Withdrawals		(266,295,812	)		(78,026,445	)
Net increase in net assets from capital transactions	$	66,058,062		$	883,602,531

Net increase in net assets	$	121,721,747		$	883,338,661

Net Assets
At beginning of year	$	1,065,743,265		$	182,404,604
At end of year	$	1,187,465,012		$	1,065,743,265


		29		See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Consolidated Supplementary Data


	Year Ended October 31,						Period Ended October 31, 2010⁽¹⁾
Ratios/Supplemental Data	2012			2011			Period Ended October 31, 2010⁽¹⁾
Ratios (as a percentage of average daily net assets):
Expenses⁽²⁾		1.62	%⁽³⁾		1.42	%⁽³⁾		1.47	%⁽⁴⁾
Net investment income		4.28	%		2.10	%		1.30	%⁽⁴⁾
Portfolio Turnover		91	%		50	%		7	%⁽⁵⁾

Total Return		5.20	%		0.45	%		0.63	%⁽⁵⁾

Net assets, end of period (000’s omitted)	$	1,187,465		$	1,065,743		$	182,405

⁽¹⁾	For the period from the start of business, August 31, 2010, to October 31, 2010.

⁽²⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽³⁾	Includes interest and dividend expense primarily on securities sold short of 0.47% and 0.25% for the years ended October 31, 2012 and 2011, respectively.

⁽⁴⁾	Annualized.

⁽⁵⁾	Not annualized.


		30		See Notes to Consolidated Financial Statements.

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements

1 Significant Accounting Policies

Global Macro Absolute Return Advantage Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a non-diversified, open-end management investment company. The Portfolio’s investment objective is total return. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2012, Eaton Vance Global Macro Absolute Return Advantage Fund, Eaton Vance Strategic Income Fund, Eaton Vance Multi-Strategy Absolute Return Fund, Eaton Vance International (Cayman Islands) Strategic Income Fund and Eaton Vance Multi-Strategy All Market Fund held an interest of 66.7%, 23.2%, 4.5%, 4.3% and 1.3%, respectively, in the Portfolio.

The Portfolio seeks to gain exposure to the commodity markets, in whole or in part, through investments in Eaton Vance GMAP Commodity Subsidiary, Ltd. (the Subsidiary), a wholly-owned subsidiary of the Portfolio organized under the laws of the Cayman Islands with the same objective and investment policies and restrictions as the Portfolio. The Portfolio may invest up to 25% of its total assets in the Subsidiary. The net assets of the Subsidiary at October 31, 2012 were $49,419,604 or 4.2% of the Portfolio’s consolidated net assets. The accompanying consolidated financial statements include the accounts of the Subsidiary. Intercompany balances and transactions have been eliminated in consolidation.

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

A Investment Valuation — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Most seasoned, fixed-rate 30-year mortgage-backed securities are valued through the use of the investment adviser’s matrix pricing system, which takes into account bond prices, yield differentials, anticipated prepayments and interest rates provided by dealers. Short-term obligations purchased with a remaining maturity of sixty days or less (excluding those that are non-U.S. dollar denominated, which typically are valued by a pricing service or dealer quotes) are generally valued at amortized cost, which approximates market value. Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the 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. Precious metals are valued at the New York composite mean quotation reported by Bloomberg at the valuation time. Exchange-traded options are valued at the mean between the bid and asked prices at valuation time as reported by the Options Price Reporting Authority for U.S. listed options or by the relevant exchange or board of trade for non-U.S. listed options. Over-the-counter options (including options on securities, indices and foreign currencies) are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the volatility of the underlying instrument and the period of time until option expiration. Financial and commodities futures contracts are valued at the closing settlement price established by the board of trade or exchange on which they are traded. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. Forward commodity contracts are generally valued based on the price of the underlying futures or forward contract provided by the exchange on which the underlying instruments are traded or if unavailable, based on forward rates provided by broker/dealers. Interest rate swaps, cross-currency swaps and options on interest rate swaps (“swaptions”) are normally valued using valuations provided by a third party pricing service. Such pricing service valuations are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract. Future cash flows are discounted to their present value using swap rates provided by electronic data services or by broker/dealers. Alternatively, swaptions may be valued at the valuation provided by the counterparty, so determined using the same techniques as those employed by the pricing service. Credit default swaps are normally valued using valuations provided by a third party pricing service. The pricing services employ electronic data processing techniques to determine the present value based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary models. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to,


		31

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

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

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

As of October 31, 2012, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Portfolio files a U.S. federal income tax return annually after its fiscal year-end which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

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.


		32

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

I Financial and Commodities Futures Contracts — Upon entering into a financial or commodities futures contract, the Portfolio is required to deposit with the broker, either in cash or securities, an amount equal to a certain percentage of the purchase price (initial margin). Subsequent payments, known as variation margin, are made or received by the Portfolio each business day, depending on the daily fluctuations in the value of the underlying security, commodity, index or currency, and are recorded as unrealized gains or losses by the Portfolio. Gains (losses) are realized upon the expiration or closing of the financial or commodities futures contracts. Should market conditions change unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial or commodities futures contracts and may realize a loss. Futures contracts have minimal counterparty risk as they are exchange traded and the clearinghouse for the exchange is substituted as the counterparty, guaranteeing counterparty performance.


		33

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

credit event occurs, the maximum potential amount of future payments that the Portfolio could be required to make would be an amount equal to the notional amount of the agreement. This potential amount would be partially offset by any recovery value of the respective referenced obligation, or net amount received from the settlement of a buy protection credit default swap agreement entered into by the Portfolio for the same referenced obligation. As the seller, the Portfolio may create economic leverage to its portfolio because, in addition to its total net assets, the Portfolio is subject to investment exposure on the notional amount of the swap. The interest fee paid or received on the swap contract, which is based on a specified interest rate on a fixed notional amount, is accrued daily as a component of unrealized appreciation (depreciation) and is recorded as realized gain upon receipt or realized loss upon payment. The Portfolio also records an increase or decrease to unrealized appreciation (depreciation) in an amount equal to the daily valuation. Upfront payments or receipts, if any, are recorded as other assets or other liabilities, respectively, and amortized over the life of the swap contract as realized gains or losses. For financial reporting purposes, unamortized upfront payments, if any, are netted with unrealized appreciation or depreciation on swap contracts to determine the market value of swaps as presented in Notes 5 and 8. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to the notional amount of the credit default swaps of which it is the seller. The Portfolio segregates assets in the form of cash or liquid securities in an amount equal to any unrealized depreciation of the credit default swaps of which it is the buyer, marked to market on a daily basis. These transactions involve certain risks, including the risk that the seller may be unable to fulfill the transaction.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio and the Subsidiary. Pursuant to the investment advisory agreement between the Portfolio and BMR and the investment advisory agreement between the Subsidiary and BMR, the Portfolio and Subsidiary each pay BMR a fee at an annual rate of 1.00% of its respective average daily net assets up to $500 million, 0.95% from $500 million but less than $1 billion, 0.925% from $1 billion but less than $2.5 billion, 0.90% from $2.5 billion but less than $5 billion, and 0.88% of average daily net assets of $5 billion or more, and is payable monthly. In determining the investment adviser fee for the Portfolio and Subsidiary, the applicable advisory fee rate is based on the average daily net assets of the Portfolio (inclusive of its interest in the Subsidiary). Such fee rate is then assessed separately on the Portfolio’s average daily net assets (exclusive of its interest in the Subsidiary) and the Subsidiary’s average daily net assets to determine the amount of the investment adviser fee. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2012, the Portfolio’s investment adviser fee amounted to $10,642,020 or 0.97% of the Portfolio’s consolidated average daily net assets.


		34

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities and securities sold short, for the year ended October 31, 2012 were as follows:


	Purchases		Sales

Investments (non-U.S. Government)	$	685,493,560	$	424,303,866
U.S. Government and Agency Securities		52,430,892		750,290

	$	737,924,452	$	425,054,156

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	1,283,243,706

Gross unrealized appreciation	$	37,286,459
Gross unrealized depreciation		(16,007,831	)

Net unrealized appreciation	$	21,278,628

5 Financial Instruments

A summary of obligations under these financial instruments at October 31, 2012 is as follows:


Forward Commodity Contracts⁽¹⁾


Sales
Settlement Date	Deliver	In Exchange For	Counterparty	Net Unrealized Depreciation

12/27/12	Gold 8,388 Troy Ounces	United States Dollar 13,785,269	Citibank NA	$	(608,014	)
12/27/12	Gold 3,113 Troy Ounces	United States Dollar 5,191,707	Merrill Lynch International		(225,649	)

				$	(833,663	)

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


		35

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Forward Foreign Currency Exchange Contracts


Sales
Settlement Date	Deliver	In Exchange For	Counterparty	Net Unrealized Appreciation (Depreciation)

11/5/12	New Taiwan Dollar 341,774,000	United States Dollar 11,421,019	Australia and New Zealand Banking Group Limited	$	(280,403	)
11/5/12	New Taiwan Dollar 255,180,000	United States Dollar 8,527,318	Citibank NA		(209,358	)
11/5/12	New Taiwan Dollar 286,357,000	United States Dollar 9,569,156	JPMorgan Chase Bank		(234,937	)
11/5/12	New Taiwan Dollar 331,272,000	United States Dollar 11,069,705	Nomura International PLC		(272,156	)
11/7/12	New Turkish Lira 21,000,000	United States Dollar 10,649,087	Barclays Bank PLC		(1,057,259	)
11/7/12	Philippine Peso 59,066,000	United States Dollar 1,430,551	Standard Chartered Bank		(3,311	)
11/8/12	Euro 632,000	United States Dollar 871,577	JPMorgan Chase Bank		52,368
11/8/12	Serbian Dinar 97,070,000	Euro 850,000	Deutsche Bank		(4,464	)
11/8/12	South African Rand 118,706,634	United States Dollar 14,304,072	Standard Bank		625,247
11/8/12	South African Rand 241,865,285	United States Dollar 29,160,773	Standard Chartered Bank		1,290,107
11/15/12	Euro 1,885,000	United States Dollar 2,558,284	Goldman Sachs International		114,766
11/15/12	Japanese Yen 3,582,000,000	United States Dollar 45,758,815	Goldman Sachs International		883,868
11/15/12	Japanese Yen 743,000,000	United States Dollar 9,249,024	Goldman Sachs International		(59,207	)
11/16/12	New Taiwan Dollar 208,988,000	United States Dollar 6,982,093	BNP Paribas SA		(177,225	)
11/16/12	New Taiwan Dollar 189,084,000	United States Dollar 6,316,064	JPMorgan Chase Bank		(161,402	)
11/16/12	New Taiwan Dollar 200,705,000	United States Dollar 6,704,246	Nomura International PLC		(171,321	)
11/19/12	Euro 9,680,000	United States Dollar 12,711,195	Goldman Sachs International		162,611
11/20/12	Euro 51,545,079	United States Dollar 63,364,366	Australia and New Zealand Banking Group Limited		(3,456,231	)
11/20/12	Euro 30,357,761	United States Dollar 37,602,830	Bank of America		(1,751,532	)
11/20/12	Euro 8,417,000	United States Dollar 10,873,670	Citibank NA		(37,730	)
11/20/12	Euro 44,812,071	United States Dollar 55,066,194	Goldman Sachs International		(3,026,052	)
11/22/12	Serbian Dinar 148,740,000	Euro 1,302,110	Citibank NA		(923	)
11/23/12	Euro 982,000	United States Dollar 1,334,450	Credit Suisse International		61,398


		36

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Forward Foreign Currency Exchange Contracts (continued)


Sales
Settlement Date	Deliver	In Exchange For	Counterparty	Net Unrealized Appreciation (Depreciation)

11/26/12	Euro 13,720,660	Swedish Krona 116,852,000	Barclays Bank PLC	$	(183,103	)
11/28/12	British Pound Sterling 1,122,392	United States Dollar 1,780,462	State Street Bank and Trust Co.		(30,637	)
11/29/12	Euro 2,515,000	United States Dollar 3,374,627	Standard Chartered Bank		114,045
12/3/12	New Zealand Dollar 65,858,776	United States Dollar 54,475,087	Goldman Sachs International		419,507
12/7/12	New Taiwan Dollar 457,748,000	United States Dollar 15,355,518	Barclays Bank PLC		(341,749	)
12/7/12	New Taiwan Dollar 505,958,000	United States Dollar 16,975,608	Nomura International PLC		(374,894	)
12/10/12	Euro 41,009,250	United States Dollar 53,435,052	Deutsche Bank		261,993
12/10/12	South African Rand 38,725,725	United States Dollar 4,527,159	Credit Suisse International		85,749
12/10/12	South African Rand 7,200,000	United States Dollar 837,365	Deutsche Bank		11,605
12/11/12	Euro 78,784,000	United States Dollar 100,619,773	Goldman Sachs International		(1,533,717	)
12/11/12	Euro 1,820,000	United States Dollar 2,350,994	JPMorgan Chase Bank		(8,868	)
12/17/12	Australian Dollar 37,381,000	United States Dollar 38,030,682	Citibank NA		(632,290	)
12/17/12	Australian Dollar 27,291,000	United States Dollar 27,820,582	Goldman Sachs International		(406,356	)
12/24/12	New Taiwan Dollar 164,276,100	United States Dollar 5,614,549	Australia and New Zealand Banking Group Limited		(22,155	)
12/24/12	New Taiwan Dollar 205,345,125	United States Dollar 7,017,467	Citibank NA		(28,413	)
12/24/12	New Taiwan Dollar 177,965,775	United States Dollar 6,081,805	Nomura International PLC		(24,624	)
1/24/13	Euro 1,910,000	United States Dollar 2,492,359	Standard Chartered Bank		14,632
1/31/13	Euro 839,000	United States Dollar 1,104,527	State Street Bank and Trust Co.		16,073
2/7/13	Euro 973,000	United States Dollar 1,292,694	Standard Chartered Bank		30,318
2/28/13	Euro 1,989,000	United States Dollar 2,663,917	Standard Chartered Bank		82,868
3/14/13	Euro 1,716,000	United States Dollar 2,241,645	Goldman Sachs International		14,565
3/28/13	Euro 2,215,000	United States Dollar 2,954,256	Goldman Sachs International		79,180
4/4/13	Euro 2,000,000	United States Dollar 2,656,040	Goldman Sachs International		59,863

				$	(10,109,554	)


		37

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Forward Foreign Currency Exchange Contracts (continued)


Purchases
Settlement Date	In Exchange For	Deliver	Counterparty	Net Unrealized Appreciation (Depreciation)

11/5/12	Yuan Offshore Renminbi 4,480,000	United States Dollar 709,422	Bank of America	$	8,194
11/5/12	Yuan Offshore Renminbi 15,060,000	United States Dollar 2,368,111	JPMorgan Chase Bank		44,233
11/7/12	New Turkish Lira 21,003,595	United States Dollar 11,399,509	Deutsche Bank		308,841
11/8/12	Serbian Dinar 184,641,795	Euro 1,653,755	Citibank NA		(39,375	)
11/9/12	Peruvian New Sol 20,597,180	United States Dollar 7,924,126	Standard Chartered Bank		22,348
11/13/12	Polish Zloty 24,486,958	Euro 5,956,014	Barclays Bank PLC		(58,256	)
11/13/12	Polish Zloty 39,499,000	Euro 9,609,293	JPMorgan Chase Bank		(96,394	)
11/13/12	South Korean Won 18,175,000,000	United States Dollar 15,970,300	Nomura International PLC		686,167
11/13/12	Yuan Offshore Renminbi 7,080,000	United States Dollar 1,128,287	Bank of America		3,053
11/15/12	Indian Rupee 429,698,000	United States Dollar 7,685,530	Goldman Sachs International		281,049
11/15/12	Indian Rupee 525,187,000	United States Dollar 9,391,756	Standard Chartered Bank		345,184
11/15/12	Yuan Offshore Renminbi 42,397,000	United States Dollar 6,717,953	Australia and New Zealand Banking Group Limited		68,308
11/15/12	Yuan Offshore Renminbi 42,701,000	United States Dollar 6,766,123	Bank of America		68,798
11/15/12	Yuan Offshore Renminbi 48,153,000	United States Dollar 7,629,769	Deutsche Bank		77,824
11/19/12	Hong Kong Dollar 85,165,748	United States Dollar 10,987,002	Goldman Sachs International		2,406
11/19/12	Indian Rupee 1,689,593,000	United States Dollar 32,207,263	Standard Chartered Bank		(907,752	)
11/19/12	Malaysian Ringgit 12,686,000	United States Dollar 4,057,572	Nomura International PLC		102,366
11/19/12	Philippine Peso 698,325,000	United States Dollar 16,876,314	Australia and New Zealand Banking Group Limited		82,515
11/19/12	Singapore Dollar 5,891,242	United States Dollar 4,791,887	Standard Chartered Bank		37,705
11/19/12	Yuan Offshore Renminbi 3,100,000	United States Dollar 488,574	Deutsche Bank		5,888
11/19/12	Yuan Offshore Renminbi 33,295,000	United States Dollar 5,299,220	Goldman Sachs International		28,564
11/19/12	Yuan Offshore Renminbi 36,800,000	United States Dollar 5,854,745	Standard Chartered Bank		33,901
11/19/12	Yuan Renminbi 1,970,000	United States Dollar 312,465	Goldman Sachs International		1,757


		38

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Forward Foreign Currency Exchange Contracts (continued)


Purchases
Settlement Date	In Exchange For	Deliver	Counterparty	Net Unrealized Appreciation (Depreciation)

11/20/12	Indian Rupee 709,912,000	United States Dollar 13,119,793	Deutsche Bank	$	28,571
11/20/12	Indian Rupee 527,947,000	United States Dollar 9,755,118	Goldman Sachs International		23,051
11/20/12	Yuan Offshore Renminbi 83,489,000	United States Dollar 13,282,794	Bank of America		75,929
11/20/12	Yuan Offshore Renminbi 79,513,500	United States Dollar 12,650,306	Barclays Bank PLC		72,313
11/20/12	Yuan Offshore Renminbi 81,265,000	United States Dollar 12,921,768	Citibank NA		81,102
11/21/12	South Korean Won 17,639,284,000	United States Dollar 15,570,715	Standard Chartered Bank		588,681
11/26/12	Swedish Krona 70,900,000	Euro 8,325,603	Credit Suisse International		(111,858	)
11/26/12	Swedish Krona 116,851,890	Euro 13,720,808	Deutsche Bank		(183,312	)
11/27/12	Polish Zloty 47,454,500	Euro 11,507,190	HSBC Bank USA		(94,112	)
11/29/12	Malaysian Ringgit 13,972,000	United States Dollar 4,528,277	Goldman Sachs International		50,212
11/29/12	South Korean Won 17,638,144,000	United States Dollar 15,916,748	Standard Chartered Bank		235,494
12/4/12	Brazilian Real 78,293,000	United States Dollar 38,361,997	BNP Paribas SA		31,636
12/14/12	Hungarian Forint 258,409,906	United States Dollar 1,085,528	Goldman Sachs International		90,352
12/14/12	Hungarian Forint 37,843,748	United States Dollar 164,976	Goldman Sachs International		7,230
12/17/12	South Korean Won 14,033,238,200	United States Dollar 12,580,786	Deutsche Bank		258,759
12/17/12	South Korean Won 3,198,738,600	United States Dollar 2,867,667	Goldman Sachs International		58,982
12/17/12	South Korean Won 5,922,595,200	United States Dollar 5,308,412	Standard Chartered Bank		110,397
12/24/12	Yuan Renminbi 96,431,000	United States Dollar 15,294,127	Nomura International PLC		22,957
12/31/12	Mexican Peso 220,659,713	United States Dollar 16,912,678	Toronto-Dominion Bank		(154,253	)
1/8/13	South Korean Won 5,772,226,000	United States Dollar 5,127,677	Nomura International PLC		147,682
1/9/13	New Turkish Lira 43,831,533	United States Dollar 24,074,380	HSBC Bank USA		160,704
1/14/13	Indian Rupee 263,906,000	United States Dollar 4,920,865	Deutsche Bank		(78,392	)
1/14/13	Indian Rupee 270,635,000	United States Dollar 5,047,277	Goldman Sachs International		(81,332	)
1/29/13	Indian Rupee 276,100,000	United States Dollar 5,070,707	Citibank NA		(15,866	)


		39

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Forward Foreign Currency Exchange Contracts (continued)


Purchases
Settlement Date	In Exchange For	Deliver	Counterparty	Net Unrealized Appreciation (Depreciation)

1/29/13	Indian Rupee 296,300,000	United States Dollar 5,442,689	Deutsche Bank	$	(18,027	)
1/30/13	Yuan Offshore Renminbi 40,759,600	United States Dollar 6,472,860	BNP Paribas SA		(1,074	)
1/30/13	Yuan Offshore Renminbi 34,172,000	United States Dollar 5,427,573	Citibank NA		(1,763	)
1/30/13	Yuan Offshore Renminbi 36,753,000	United States Dollar 5,836,589	Standard Chartered Bank		(969	)
1/31/13	Norwegian Krone 133,148,315	Euro 17,796,413	Barclays Bank PLC		189,991
1/31/13	Norwegian Krone 133,148,315	Euro 17,800,339	Deutsche Bank		184,898
1/31/13	Peruvian New Sol 41,519,050	United States Dollar 15,898,545	Deutsche Bank		44,934
2/4/13	Yuan Offshore Renminbi 136,664,000	United States Dollar 21,687,535	BNP Paribas SA		10,330
2/19/13	Indian Rupee 390,229,000	United States Dollar 7,265,481	Bank of America		(144,200	)
2/19/13	Indian Rupee 543,121,000	United States Dollar 10,113,985	Citibank NA		(202,581	)

				$	2,493,790


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

11/12	190 CAC 40 Index	Short	$	(8,650,177	)	$	(8,434,692	)	$	215,485
11/12	559 Hang Seng H-Shares	Long		38,293,790			38,253,386			(40,404	)
12/12	236 Dow Jones Euro Stoxx 50 Index	Short		(7,754,343	)		(7,659,517	)		94,826
12/12	757 Euro-Bobl	Short		(123,256,029	)		(123,462,521	)		(206,492	)
12/12	17 Euro-Bund	Short		(3,076,417	)		(3,121,854	)		(45,437	)
12/12	114 Euro-Schatz	Short		(16,370,445	)		(16,357,146	)		13,299
12/12	42 Japan 10-Year Bond	Short		(75,710,999	)		(75,892,522	)		(181,523	)
1/13	424 Platinum	Long		35,329,112			33,432,400			(1,896,712	)

									$	(2,046,958	)


		40

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

CAC 40 Index: Cotation Assistée en Continu Index comprised of 40 largest companies listed on the Paris Bourse Exchange.

Dow Jones Euro Stoxx 50 Index: Market capitalization-weighted stock index of 50 large, blue-chip European companies operating within eurozone nations.

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

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

Euro-Schatz: Short-term debt securities issued by the Federal Republic of Germany with a term to maturity of 1.75 to 2.25 years.

Hang Seng H-Shares: Hang Seng China Enterprises Index comprised of H-Shares listed on the Hong Kong Stock Exchange.

Japan 10-Year Bond: Japanese Government Bonds (JGB) having a maturity of 7 years or more but less than 11 years.

Interest Rate Swaps

Counterparty

Notional
Amount
(000’s omitted)

Portfolio
Pays/Receives
Floating Rate

Floating
Rate Index

Annual
Fixed Rate

Termination
Date

Net Unrealized
Appreciation
(Depreciation)

Bank of America

HUF 787,130

Receives

6-month HUF BUBOR

7.32

12/16/16

(302,136

)

Bank of America

HUF 312,000

Pays

6-month HUF BUBOR

6.99

12/19/16

72,855

Bank of America

HUF 312,000

Receives

6-month HUF BUBOR

7.29

12/19/16

(117,447

)

Bank of America

HUF 260,000

Pays

6-month HUF BUBOR

6.97

12/20/16

45,720

Bank of America

HUF 260,000

Receives

6-month HUF BUBOR

7.34

12/20/16

(100,502

)

Bank of America

HUF 358,000

Pays

6-month HUF BUBOR

6.91

12/21/16

61,066

Bank of America

HUF 358,000

Receives

6-month HUF BUBOR

7.37

12/21/16

(142,459

)

Bank of America

HUF 111,400

Receives

6-month HUF BUBOR

7.32

12/22/16

(42,602

)

Bank of America

HUF 233,000

Receives

6-month HUF BUBOR

7.93

1/10/17

(118,364

)

Bank of America

HUF 339,000

Pays

6-month HUF BUBOR

6.95

1/17/17

68,579

Bank of America

HUF 339,000

Receives

6-month HUF BUBOR

7.91

1/17/17

(170,544

)

Bank of America

NZD 12,749

Pays

3-month NZD Bank Bill

3.78

10/30/22

80,767

Bank of America

PLN 12,640

Pays

6-month PLN WIBOR

4.34

7/30/17

14,028

Bank of America

PLN 9,114

Pays

6-month PLN WIBOR

4.31

8/10/17

7,331

Bank of America

PLN 18,180

Pays

6-month PLN WIBOR

4.35

8/23/17

25,940

Bank of America

PLN 17,740

Pays

6-month PLN WIBOR

4.30

9/18/17

18,835

Barclays Bank PLC

PLN 39,020

Pays

6-month PLN WIBOR

4.43

7/27/17

92,096

Barclays Bank PLC

PLN 21,490

Pays

6-month PLN WIBOR

4.32

8/2/17

18,255

Barclays Bank PLC

PLN 10,800

Pays

6-month PLN WIBOR

4.35

8/27/17

15,591

BNP Paribas NA

PLN 20,724

Pays

6-month PLN WIBOR

4.25

8/7/17

(2,303

)

Citibank NA

NZD 19,788

Pays

3-month NZD Bank Bill

3.97

8/13/22

442,897

Citibank NA

NZD 15,674

Pays

3-month NZD Bank Bill

3.90

8/13/22

275,916

Citibank NA

NZD 17,922

Pays

3-month NZD Bank Bill

3.86

8/13/22

273,144

Citibank NA

NZD 13,065

Pays

3-month NZD Bank Bill

3.82

8/13/22

157,902

Citibank NA

NZD 20,593

Pays

3-month NZD Bank Bill

3.80

8/30/22

212,297

Citibank NA

NZD 7,279

Pays

3-month NZD Bank Bill

3.78

10/30/22

46,112

Citibank NA

PLN 17,853

Pays

6-month PLN WIBOR

4.33

7/30/17

19,190

Citibank NA

PLN 13,400

Pays

6-month PLN WIBOR

4.31

8/2/17

10,446

Citibank NA

PLN 2,906

Pays

6-month PLN WIBOR

4.24

8/7/17

(527

)

Citibank NA

PLN 8,910

Pays

6-month PLN WIBOR

4.30

8/10/17

5,918

Citibank NA

PLN 8,170

Pays

6-month PLN WIBOR

4.40

8/20/17

17,685

Credit Suisse International

HUF 492,670

Pays

6-month HUF BUBOR

6.93

12/16/16

109,929

Credit Suisse International

HUF 492,670

Receives

6-month HUF BUBOR

7.32

12/16/16

(189,327

)


		41

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

Interest Rate Swaps (continued)

Counterparty

Notional
Amount
(000’s omitted)

Portfolio
Pays/Receives
Floating Rate

Floating Rate Index

Annual
Fixed Rate

Termination
Date

Net Unrealized
Appreciation
(Depreciation)

Credit Suisse International

HUF 120,600

Pays

6-month HUF BUBOR

6.98%

12/22/16

21,723

Credit Suisse International

HUF 120,600

Receives

6-month HUF BUBOR

7.29

12/22/16

(45,391

)

Credit Suisse International

HUF 103,000

Pays

6-month HUF BUBOR

6.99

12/27/16

18,981

Credit Suisse International

HUF 103,000

Receives

6-month HUF BUBOR

7.38

12/27/16

(40,722

)

Credit Suisse International

HUF 400,000

Receives

6-month HUF BUBOR

7.92

1/11/17

(201,848

)

Credit Suisse International

HUF 514,000

Receives

6-month HUF BUBOR

7.63

1/16/17

(229,618

)

Credit Suisse International

HUF 176,000

Pays

6-month HUF BUBOR

7.10

1/17/17

38,643

Credit Suisse International

HUF 176,000

Receives

6-month HUF BUBOR

7.83

1/17/17

(85,711

)

Credit Suisse International

HUF 186,000

Pays

6-month HUF BUBOR

5.87

1/20/17

(1,455

)

Credit Suisse International

HUF 186,000

Receives

6-month HUF BUBOR

7.75

1/20/17

(87,599

)

Credit Suisse International

PLN 10,290

Pays

6-month PLN WIBOR

4.40

8/20/17

22,274

Credit Suisse International

USD 9,461

Receives

3-month USD-LIBOR-BBA

1.81

10/23/22

(63,094

)

Deutsche Bank

HUF 182,820

Pays

6-month HUF BUBOR

7.01

1/19/17

37,882

Deutsche Bank

HUF 182,820

Receives

6-month HUF BUBOR

7.98

1/19/17

(94,533

)

Deutsche Bank

NZD 14,775

Pays

3-month NZD Bank Bill

3.79

10/30/22

106,456

Deutsche Bank

PLN 7,207

Pays

6-month PLN WIBOR

4.34

7/30/17

8,503

Deutsche Bank

PLN 31,119

Pays

6-month PLN WIBOR

4.36

8/1/17

44,348

Deutsche Bank

PLN 18,850

Pays

6-month PLN WIBOR

4.28

8/6/17

5,767

Deutsche Bank

PLN 13,020

Pays

6-month PLN WIBOR

4.24

8/7/17

(2,355

)

Deutsche Bank

PLN 10,750

Pays

6-month PLN WIBOR

4.33

8/17/17

11,268

Goldman Sachs International

PLN 6,181

Pays

6-month PLN WIBOR

4.35

8/1/17

7,769

JPMorgan Chase Bank

HUF 1,612,000

Pays

6-month HUF BUBOR

6.93

12/19/16

363,666

JPMorgan Chase Bank

HUF 1,612,000

Receives

6-month HUF BUBOR

7.26

12/19/16

(597,057

)

JPMorgan Chase Bank

HUF 529,000

Pays

6-month HUF BUBOR

6.94

12/20/16

93,038

JPMorgan Chase Bank

HUF 529,000

Receives

6-month HUF BUBOR

7.34

12/20/16

(204,716

)

JPMorgan Chase Bank

HUF 642,000

Receives

6-month HUF BUBOR

7.36

12/21/16

(251,322

)

JPMorgan Chase Bank

HUF 627,500

Pays

6-month HUF BUBOR

6.99

12/22/16

148,719

JPMorgan Chase Bank

HUF 627,500

Receives

6-month HUF BUBOR

7.30

12/22/16

(237,441

)

JPMorgan Chase Bank

HUF 616,000

Receives

6-month HUF BUBOR

7.37

12/27/16

(242,302

)

JPMorgan Chase Bank

HUF 227,000

Receives

6-month HUF BUBOR

7.75

1/20/17

(106,909

)

JPMorgan Chase Bank

PLN 8,370

Pays

6-month PLN WIBOR

4.33

8/17/17

8,774

JPMorgan Chase Bank

PLN 41,260

Pays

6-month PLN WIBOR

4.25

10/8/17

17,426

Morgan Stanley & Co. International PLC

HUF 671,000

Pays

6-month HUF BUBOR

6.94

12/19/16

152,015

Morgan Stanley & Co. International PLC

HUF 671,000

Receives

6-month HUF BUBOR

7.26

12/19/16

(248,528

)

Morgan Stanley & Co. International PLC

HUF 265,000

Pays

6-month HUF BUBOR

7.02

12/20/16

48,396

Morgan Stanley & Co. International PLC

HUF 265,000

Receives

6-month HUF BUBOR

7.36

12/20/16

(103,503

)

Nomura International PLC

HUF 457,000

Pays

6-month HUF BUBOR

6.99

12/21/16

108,049

Nomura International PLC

HUF 457,000

Receives

6-month HUF BUBOR

7.39

12/21/16

(181,380

)

(855,499

)


		42

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


HUF	–	Hungarian Forint
NZD	–	New Zealand Dollar
PLN	–	Polish Zloty
USD	–	United States Dollar


Credit Default Swaps — Sell Protection


Reference Entity	Counterparty	Notional Amount* (000’s omitted)		Contract Annual Fixed Rate**			Termination Date		Current Market Annual Fixed Rate***			Market Value			Upfront Payments Received (Paid)			Net Unrealized Appreciation (Depreciation)
Argentina	Bank of America	$	3,370		5.00	%⁽¹⁾		6/20/13		29.91	%	$	(456,677	)	$	(18,562	)	$	(475,239	)
Argentina	Bank of America		3,476		5.00	⁽¹⁾		6/20/13		29.91			(471,030	)		(14,514	)		(485,544	)
Argentina	Bank of America		3,468		5.00	⁽¹⁾		6/20/13		29.91			(470,026	)		(19,736	)		(489,762	)
Argentina	Bank of America		6,951		5.00	⁽¹⁾		6/20/13		29.91			(942,045	)		(28,191	)		(970,236	)
Argentina	Bank of America		19,517		5.00	⁽¹⁾		6/20/13		29.91			(2,644,957	)		(34,701	)		(2,679,658	)
Argentina	Bank of America		13,100		5.00	⁽¹⁾		9/20/13		29.14			(2,320,935	)		409,448			(1,911,487	)
Argentina	Citibank NA		5,490		5.00	⁽¹⁾		9/20/13		29.14			(972,667	)		171,563			(801,104	)
Argentina	Credit Suisse International		3,253		5.00	⁽¹⁾		6/20/13		29.91			(440,849	)		(5,784	)		(446,633	)
Argentina	Credit Suisse International		3,464		5.00	⁽¹⁾		6/20/13		29.91			(469,444	)		(14,504	)		(483,948	)
Argentina	Credit Suisse International		3,552		5.00	⁽¹⁾		6/20/13		29.91			(481,370	)		(10,559	)		(491,929	)
Argentina	Credit Suisse International		3,688		5.00	⁽¹⁾		6/20/13		29.91			(499,800	)		(15,442	)		(515,242	)
Argentina	Deutsche Bank		3,219		5.00	⁽¹⁾		6/20/13		29.91			(436,295	)		(13,473	)		(449,768	)
Argentina	Deutsche Bank		3,464		5.00	⁽¹⁾		6/20/13		29.91			(469,444	)		(14,504	)		(483,948	)
Argentina	Deutsche Bank		3,468		5.00	⁽¹⁾		6/20/13		29.91			(470,040	)		(19,736	)		(489,776	)
Argentina	Deutsche Bank		5,680		5.00	⁽¹⁾		6/20/13		29.91			(769,757	)		(22,115	)		(791,872	)
Argentina	Goldman Sachs International		10,000		5.00	⁽¹⁾		9/20/13		29.14			(1,771,707	)		312,501			(1,459,206	)
Argentina	Morgan Stanley & Co. International PLC		5,000		5.00	⁽¹⁾		9/20/13		29.14			(885,853	)		(39,131	)		(924,984	)
Poland	Barclays Bank PLC		9,440		1.00	⁽¹⁾		9/20/22		1.39			(316,828	)		1,065,456			748,628
Poland	Barclays Bank PLC		4,800		1.00	⁽¹⁾		9/20/22		1.39			(161,100	)		584,453			423,353
Poland	Citibank NA		43,370		1.00	⁽¹⁾		9/20/22		1.39			(1,455,555	)		2,425,417			969,862
Poland	Deutsche Bank		2,000		1.00	⁽¹⁾		6/20/22		1.38			(63,526	)		328,550			265,024
Poland	Goldman Sachs International		11,560		1.00	⁽¹⁾		9/20/22		1.39			(387,980	)		1,254,044			866,064
South Africa	Bank of America		3,190		1.00	⁽¹⁾		12/20/15		1.00			3,639			16,902			20,541
South Africa	Bank of America		890		1.00	⁽¹⁾		12/20/15		1.00			1,015			4,499			5,514
South Africa	Bank of America		7,500		1.00	⁽¹⁾		9/20/17		1.46			(153,655	)		240,244			86,589
South Africa	Bank of America		5,000		1.00	⁽¹⁾		9/20/17		1.46			(102,436	)		74,443			(27,993	)
South Africa	Bank of America		26,320		1.00	⁽¹⁾		9/20/17		1.46			(539,227	)		439,630			(99,597	)
South Africa	Bank of America		14,640		1.00	⁽¹⁾		9/20/17		1.46			(299,935	)		184,112			(115,823	)
South Africa	Barclays Bank PLC		3,830		1.00	⁽¹⁾		12/20/15		1.00			4,369			22,533			26,902


		43

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Sell Protection (continued)


Reference Entity	Counterparty	Notional Amount* (000’s omitted)		Contract Annual Fixed Rate**			Termination Date		Current Market Annual Fixed Rate***			Market Value			Upfront Payments Received (Paid)		Net Unrealized Appreciation (Depreciation)
South Africa	Barclays Bank PLC	$	2,280		1.00	%⁽¹⁾		12/20/15		1.00	%	$	2,601		$	13,527	$	16,128
South Africa	Barclays Bank PLC		5,000		1.00	⁽¹⁾		9/20/17		1.46			(102,442	)		133,441		30,999
South Africa	Barclays Bank PLC		2,510		1.00	⁽¹⁾		9/20/17		1.46			(51,426	)		62,366		10,940
South Africa	BNP Paribas SA		4,190		1.00	⁽¹⁾		9/20/17		1.46			(85,847	)		107,891		22,044
South Africa	Citibank NA		4,800		1.00	⁽¹⁾		9/20/15		0.95			12,752			77,474		90,226
South Africa	Credit Suisse International		4,785		1.00	⁽¹⁾		12/20/15		1.00			5,458			30,946		36,404
South Africa	Credit Suisse International		2,000		1.00	⁽¹⁾		12/20/15		1.00			2,282			11,139		13,421
South Africa	Credit Suisse International		890		1.00	⁽¹⁾		12/20/15		1.00			1,015			5,288		6,303
South Africa	Credit Suisse International		9,000		1.00	⁽¹⁾		3/20/16		1.08			(13,188	)		95,531		82,343
South Africa	Credit Suisse International		8,100		1.00	⁽¹⁾		3/20/16		1.08			(11,869	)		48,613		36,744
South Africa	Credit Suisse International		3,700		1.00	⁽¹⁾		9/20/17		1.46			(75,803	)		128,415		52,612
South Africa	Deutsche Bank		4,860		1.00	⁽¹⁾		9/20/17		1.46			(99,569	)		172,918		73,349
South Africa	Deutsche Bank		5,700		1.00	⁽¹⁾		9/20/17		1.46			(116,778	)		182,586		65,808
South Africa	Goldman Sachs International		15,000		1.00	⁽¹⁾		9/20/17		1.46			(307,310	)		513,776		206,466
South Africa	Goldman Sachs International		3,070		1.00	⁽¹⁾		9/20/17		1.46			(62,896	)		103,771		40,875
South Africa	Goldman Sachs International		2,647		1.00	⁽¹⁾		12/20/17		1.51			(63,902	)		64,452		550
South Africa	HSBC Bank USA		5,000		1.00	⁽¹⁾		9/20/17		1.46			(102,442	)		131,185		28,743
South Africa	HSBC Bank USA		2,500		1.00	⁽¹⁾		12/20/17		1.51			(60,353	)		63,264		2,911
South Africa	JPMorgan Chase Bank		7,500		1.00	⁽¹⁾		9/20/17		1.46			(153,663	)		196,778		43,115
South Africa	Nomura International PLC		1,000		1.00	⁽¹⁾		9/20/17		1.46			(20,487	)		14,923		(5,564	)
South Africa	Nomura International PLC		7,571		1.00	⁽¹⁾		12/20/17		1.51			(182,774	)		187,970		5,196
Spain	Deutsche Bank		1,100		1.00	⁽¹⁾		3/20/13		1.07			990			12,477		13,467
Markit CDX North America High Yield Index	Barclays Bank PLC		1,670		5.00	⁽¹⁾		12/20/17		5.19			(3,484	)		2,050		(1,434	)
Markit CDX North America High Yield Index	Citibank NA		10,350		5.00	⁽¹⁾		12/20/17		5.19			(21,597	)		6,354		(15,243	)
Markit CDX North America High Yield Index	Deutsche Bank		12,460		5.00	⁽¹⁾		12/20/17		5.19			(26,000	)		15,298		(10,702	)


		44

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Sell Protection (continued)


Reference Entity	Counterparty	Notional Amount* (000’s omitted)		Contract Annual Fixed Rate**			Termination Date		Current Market Annual Fixed Rate***			Market Value			Upfront Payments Received (Paid)		Net Unrealized Appreciation (Depreciation)
Markit CDX North America High Yield Index	JPMorgan Chase Bank	$	9,130		5.00	%⁽¹⁾		12/20/17		5.19	%	$	(19,051	)	$	22,418	$	3,367

Total		$	369,513									$	(19,999,898	)	$	9,667,694	$	(10,332,204	)


Credit Default Swaps — Buy Protection
Reference Entity	Counterparty	Notional Amount (000’s omitted)		Contract Annual Fixed Rate**			Termination Date		Market Value			Upfront Payments Received (Paid)			Net Unrealized Appreciation (Depreciation)
Brazil	Bank of America	$	4,600		1.00	%⁽¹⁾		12/20/20	$	143,154		$	(119,286	)	$	23,868
Brazil	Bank of America		1,217		1.00	⁽¹⁾		12/20/20		37,874			(36,897	)		977
Brazil	Bank of America		533		1.00	⁽¹⁾		12/20/20		16,587			(15,806	)		781
Brazil	Bank of America		280		1.00	⁽¹⁾		12/20/20		8,713			(7,944	)		769
Brazil	Barclays Bank PLC		1,430		1.00	⁽¹⁾		12/20/20		44,498			(44,366	)		132
Brazil	Barclays Bank PLC		35,000		1.00	⁽¹⁾		6/20/21		1,225,921			(1,357,232	)		(131,311	)
Brazil	Barclays Bank PLC		15,000		1.00	⁽¹⁾		6/20/22		637,925			(1,350,173	)		(712,248	)
Brazil	Citibank NA		2,400		1.00	⁽¹⁾		9/20/20		69,891			(91,202	)		(21,311	)
Brazil	Citibank NA		270		1.00	⁽¹⁾		12/20/20		8,402			(7,750	)		652
Brazil	Citibank NA		11,000		1.00	⁽¹⁾		9/20/21		406,553			(422,238	)		(15,685	)
Brazil	Goldman Sachs International		12,800		1.00	⁽¹⁾		9/20/22		567,684			(1,141,081	)		(573,397	)
Brazil	HSBC Bank USA		1,000		1.00	⁽¹⁾		6/20/21		35,027			(37,449	)		(2,422	)
Brazil	Standard Chartered Bank		2,400		1.00	⁽¹⁾		9/20/20		69,891			(77,146	)		(7,255	)
Brazil	Standard Chartered Bank		280		1.00	⁽¹⁾		12/20/20		8,713			(8,037	)		676
China	Bank of America		6,100		1.00	⁽¹⁾		3/20/17		(125,218	)		(159,669	)		(284,887	)
China	Barclays Bank PLC		10,076		1.00	⁽¹⁾		3/20/17		(206,836	)		(240,011	)		(446,847	)
China	Deutsche Bank		3,700		1.00	⁽¹⁾		3/20/17		(75,949	)		(83,760	)		(159,709	)
China	Deutsche Bank		4,300		1.00	⁽¹⁾		3/20/17		(88,269	)		(97,343	)		(185,612	)
Colombia	Bank of America		3,900		1.00	⁽¹⁾		9/20/21		104,053			(155,618	)		(51,565	)
Colombia	Barclays Bank PLC		2,000		1.00	⁽¹⁾		6/20/22		63,021			(112,356	)		(49,335	)
Colombia	Citibank NA		2,100		1.00	⁽¹⁾		6/20/22		66,170			(160,081	)		(93,911	)
Colombia	Deutsche Bank		2,500		1.00	⁽¹⁾		6/20/22		78,776			(167,638	)		(88,862	)
Colombia	Deutsche Bank		2,080		1.00	⁽¹⁾		6/20/22		65,541			(159,966	)		(94,425	)
Colombia	Deutsche Bank		4,100		1.00	⁽¹⁾		6/20/22		129,192			(262,712	)		(133,520	)
Colombia	Goldman Sachs International		7,410		1.00	⁽¹⁾		6/20/17		(35,395	)		(225,491	)		(260,886	)
Colombia	Goldman Sachs International		2,990		1.00	⁽¹⁾		9/20/21		79,774			(117,211	)		(37,437	)
Colombia	Goldman Sachs International		2,000		1.00	⁽¹⁾		6/20/22		63,019			(152,458	)		(89,439	)
Colombia	Goldman Sachs International		2,000		1.00	⁽¹⁾		6/20/22		63,018			(168,117	)		(105,099	)
Colombia	HSBC Bank USA		4,040		1.00	⁽¹⁾		6/20/17		(19,297	)		(124,655	)		(143,952	)
Colombia	HSBC Bank USA		8,590		1.00	⁽¹⁾		9/20/21		229,184			(329,198	)		(100,014	)
Colombia	Morgan Stanley & Co. International PLC		4,000		1.00	⁽¹⁾		6/20/22		126,041			(249,479	)		(123,438	)


		45

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Buy Protection (continued)


Reference Entity	Counterparty	Notional Amount (000’s omitted)		Contract Annual Fixed Rate**			Termination Date		Market Value			Upfront Payments Received (Paid)			Net Unrealized Appreciation (Depreciation)
Colombia	Morgan Stanley & Co. International PLC	$	4,470		1.00	%⁽¹⁾		9/20/21	$	119,261		$	(178,362	)	$	(59,101	)
Croatia	BNP Paribas SA		2,000		1.00	⁽¹⁾		12/20/17		138,243			(138,342	)		(99	)
Croatia	Citibank NA		1,500		1.00	⁽¹⁾		12/20/17		101,987			(102,516	)		(529	)
Egypt	Citibank NA		1,300		1.00	⁽¹⁾		12/20/15		95,490			(54,830	)		40,660
Egypt	Credit Suisse International		2,130		1.00	⁽¹⁾		12/20/15		156,456			(84,163	)		72,293
Egypt	Credit Suisse International		2,155		1.00	⁽¹⁾		12/20/15		158,292			(90,898	)		67,394
Egypt	Deutsche Bank		4,600		1.00	⁽¹⁾		12/20/15		337,885			(145,561	)		192,324
Hungary	Bank of America		1,800		1.00	⁽¹⁾		3/20/17		121,599			(283,140	)		(161,541	)
Hungary	Barclays Bank PLC		900		1.00	⁽¹⁾		3/20/17		60,800			(141,558	)		(80,758	)
Hungary	Barclays Bank PLC		2,500		1.00	⁽¹⁾		3/20/17		168,889			(394,648	)		(225,759	)
Hungary	Deutsche Bank		1,700		1.00	⁽¹⁾		3/20/17		114,844			(266,212	)		(151,368	)
Hungary	Goldman Sachs International		3,400		1.00	⁽¹⁾		3/20/17		229,688			(530,472	)		(300,784	)
Hungary	HSBC Bank USA		900		1.00	⁽¹⁾		3/20/17		60,800			(141,558	)		(80,758	)
Lebanon	HSBC Bank USA		1,250		1.00	⁽¹⁾		12/20/17		180,333			(182,876	)		(2,543	)
Mexico	Bank of America		1,900		1.00	⁽¹⁾		6/20/22		60,103			(118,513	)		(58,410	)
Mexico	Bank of America		3,910		1.00	⁽¹⁾		6/20/22		123,686			(277,106	)		(153,420	)
Mexico	Barclays Bank PLC		1,000		1.00	⁽¹⁾		6/20/22		31,632			(74,339	)		(42,707	)
Mexico	Citibank NA		1,250		1.00	⁽¹⁾		6/20/22		39,541			(80,062	)		(40,521	)
Mexico	Deutsche Bank		1,900		1.00	⁽¹⁾		6/20/22		60,103			(119,966	)		(59,863	)
Mexico	Deutsche Bank		2,020		1.00	⁽¹⁾		6/20/22		63,899			(141,622	)		(77,723	)
Mexico	Deutsche Bank		1,850		1.00	⁽¹⁾		6/20/22		58,521			(140,186	)		(81,665	)
Mexico	Deutsche Bank		3,900		1.00	⁽¹⁾		6/20/22		123,370			(255,900	)		(132,530	)
Mexico	Goldman Sachs International		1,900		1.00	⁽¹⁾		6/20/22		60,104			(119,977	)		(59,873	)
Mexico	Goldman Sachs International		1,950		1.00	⁽¹⁾		6/20/22		61,685			(148,499	)		(86,814	)
Philippines	Bank of America		1,400		1.00	⁽¹⁾		12/20/15		(23,325	)		(12,254	)		(35,579	)
Philippines	Bank of America		2,000		1.00	⁽¹⁾		12/20/15		(33,321	)		(16,413	)		(49,734	)
Philippines	Barclays Bank PLC		2,400		1.00	⁽¹⁾		12/20/15		(39,985	)		(29,903	)		(69,888	)
Philippines	Barclays Bank PLC		1,000		1.00	⁽¹⁾		3/20/16		(15,364	)		(13,539	)		(28,903	)
Philippines	Barclays Bank PLC		1,400		1.00	⁽¹⁾		3/20/16		(21,511	)		(13,516	)		(35,027	)
Philippines	Barclays Bank PLC		1,600		1.00	⁽¹⁾		3/20/16		(24,583	)		(11,982	)		(36,565	)
Philippines	Barclays Bank PLC		1,600		1.00	⁽¹⁾		3/20/16		(24,583	)		(17,894	)		(42,477	)
Philippines	Barclays Bank PLC		2,100		1.00	⁽¹⁾		3/20/16		(32,266	)		(22,091	)		(54,357	)
Philippines	Barclays Bank PLC		2,500		1.00	⁽¹⁾		3/20/16		(38,411	)		(33,239	)		(71,650	)
Philippines	Citibank NA		6,600		1.00	⁽¹⁾		9/20/15		(108,370	)		(105,133	)		(213,503	)
Philippines	Citibank NA		2,000		1.00	⁽¹⁾		3/20/16		(30,729	)		(21,731	)		(52,460	)
Philippines	Credit Suisse International		8,100		1.00	⁽¹⁾		12/20/16		(93,342	)		(185,161	)		(278,503	)
Philippines	Deutsche Bank		1,000		1.00	⁽¹⁾		12/20/15		(16,661	)		(9,372	)		(26,033	)
Philippines	Deutsche Bank		1,300		1.00	⁽¹⁾		12/20/15		(21,659	)		(11,398	)		(33,057	)
Philippines	Deutsche Bank		2,300		1.00	⁽¹⁾		12/20/15		(38,320	)		(21,477	)		(59,797	)
Philippines	Goldman Sachs International		2,000		1.00	⁽¹⁾		3/20/16		(30,730	)		(22,355	)		(53,085	)
Philippines	Standard Chartered Bank		1,000		1.00	⁽¹⁾		12/20/15		(16,660	)		(7,839	)		(24,499	)
Philippines	Standard Chartered Bank		2,600		1.00	⁽¹⁾		3/20/16		(39,948	)		(30,704	)		(70,652	)
Russia	Barclays Bank PLC		4,800		1.00	⁽¹⁾		9/20/22		439,038			(661,294	)		(222,256	)


		46

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Buy Protection (continued)


Reference Entity	Counterparty	Notional Amount (000’s omitted)		Contract Annual Fixed Rate**			Termination Date		Market Value		Upfront Payments Received (Paid)			Net Unrealized Appreciation (Depreciation)
Russia	Citibank NA	$	43,370		1.00	%⁽¹⁾		9/20/22	$	3,966,808	$	(3,597,181	)	$	369,627
Russia	Deutsche Bank		2,000		1.00	⁽¹⁾		6/20/22		177,032		(342,675	)		(165,643	)
Russia	Morgan Stanley & Co. International PLC		9,440		1.00	⁽¹⁾		9/20/22		863,442		(1,316,103	)		(452,661	)
Russia	Morgan Stanley & Co. International PLC		11,560		1.00	⁽¹⁾		9/20/22		1,057,350		(1,604,194	)		(546,844	)
South Africa	Bank of America		3,190		1.00	⁽¹⁾		12/20/20		218,548		(109,657	)		108,891
South Africa	Bank of America		890		1.00	⁽¹⁾		12/20/20		60,974		(27,892	)		33,082
South Africa	Bank of America		26,320		1.00	⁽¹⁾		9/20/22		2,407,394		(2,041,484	)		365,910
South Africa	Bank of America		14,640		1.00	⁽¹⁾		9/20/22		1,339,067		(1,025,332	)		313,735
South Africa	Bank of America		5,000		1.00	⁽¹⁾		9/20/22		457,332		(370,284	)		87,048
South Africa	Bank of America		7,500		1.00	⁽¹⁾		9/20/22		686,020		(731,925	)		(45,905	)
South Africa	Barclays Bank PLC		3,830		1.00	⁽¹⁾		12/20/20		262,394		(126,748	)		135,646
South Africa	Barclays Bank PLC		2,280		1.00	⁽¹⁾		12/20/20		156,203		(71,188	)		85,015
South Africa	Barclays Bank PLC		3,100		1.00	⁽¹⁾		9/20/22		283,555		(259,754	)		23,801
South Africa	BNP Paribas		3,100		1.00	⁽¹⁾		9/20/22		283,555		(266,884	)		16,671
South Africa	Citibank NA		4,800		1.00	⁽¹⁾		9/20/20		311,997		(248,178	)		63,819
South Africa	Credit Suisse International		4,785		1.00	⁽¹⁾		12/20/20		327,822		(167,546	)		160,276
South Africa	Credit Suisse International		2,000		1.00	⁽¹⁾		12/20/20		137,021		(69,222	)		67,799
South Africa	Credit Suisse International		890		1.00	⁽¹⁾		12/20/20		60,974		(29,655	)		31,319
South Africa	Credit Suisse International		8,100		1.00	⁽¹⁾		3/20/21		582,538		(300,274	)		282,264
South Africa	Credit Suisse International		9,000		1.00	⁽¹⁾		3/20/21		647,229		(391,041	)		256,188
South Africa	Credit Suisse International		20,000		1.00	⁽¹⁾		12/20/21		1,639,407		(1,705,967	)		(66,560	)
South Africa	Credit Suisse International		3,700		1.00	⁽¹⁾		9/20/22		338,426		(374,938	)		(36,512	)
South Africa	Deutsche Bank		4,860		1.00	⁽¹⁾		9/20/22		444,527		(473,394	)		(28,867	)
South Africa	Deutsche Bank		5,700		1.00	⁽¹⁾		9/20/22		521,358		(552,835	)		(31,477	)
South Africa	Goldman Sachs International		3,070		1.00	⁽¹⁾		9/20/22		280,805		(289,803	)		(8,998	)
South Africa	Goldman Sachs International		15,000		1.00	⁽¹⁾		9/20/22		1,372,010		(1,461,904	)		(89,894	)
South Africa	Goldman Sachs International		2,647		1.00	⁽¹⁾		12/20/22		250,169		(260,546	)		(10,377	)
South Africa	HSBC Bank USA		2,500		1.00	⁽¹⁾		12/20/22		236,276		(236,310	)		(34	)
South Africa	Nomura International PLC		1,000		1.00	⁽¹⁾		9/20/22		91,466		(76,623	)		14,843
South Africa	Nomura International PLC		7,571		1.00	⁽¹⁾		12/20/22		715,538		(733,411	)		(17,873	)
Spain	Bank of America		2,400		1.00	⁽¹⁾		9/20/20		328,021		(210,795	)		117,226
Spain	Barclays Bank PLC		2,421		1.00	⁽¹⁾		9/20/20		330,891		(186,297	)		144,594
Spain	Barclays Bank PLC		3,900		1.00	⁽¹⁾		12/20/20		547,702		(329,035	)		218,667
Spain	Barclays Bank PLC		1,100		1.00	⁽¹⁾		12/20/20		154,470		(91,090	)		63,380
Spain	Barclays Bank PLC		3,200		1.00	⁽¹⁾		12/20/20		449,396		(387,215	)		62,181
Spain	Barclays Bank PLC		5,000		1.00	⁽¹⁾		6/20/21		738,576		(426,592	)		311,984
Spain	Barclays Bank PLC		5,000		1.00	⁽¹⁾		6/20/21		738,436		(480,519	)		257,917
Spain	Barclays Bank PLC		5,000		1.00	⁽¹⁾		3/20/22		789,887		(932,268	)		(142,381	)
Spain	Credit Suisse International		2,200		1.00	⁽¹⁾		3/20/21		316,946		(286,207	)		30,739
Spain	Credit Suisse International		5,000		1.00	⁽¹⁾		6/20/21		738,576		(465,777	)		272,799
Spain	Deutsche Bank		3,500		1.00	⁽¹⁾		12/20/20		491,527		(338,652	)		152,875
Spain	Deutsche Bank		10,730		1.00	⁽¹⁾		6/20/22		1,730,538		(2,865,798	)		(1,135,260	)


		47

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Credit Default Swaps — Buy Protection (continued)


Reference Entity	Counterparty	Notional Amount (000’s omitted)		Contract Annual Fixed Rate**			Termination Date		Market Value			Upfront Payments Received (Paid)			Net Unrealized Appreciation (Depreciation)
Thailand	Bank of America		$ 1,000		1.00	%⁽¹⁾		3/20/16	$	(15,789	)	$	(3,141	)	$	(18,930	)
Thailand	Barclays Bank PLC		1,400		1.00	⁽¹⁾		3/20/16		(22,102	)		(6,535	)		(28,637	)
Thailand	Barclays Bank PLC		3,000		1.00	⁽¹⁾		3/20/16		(47,366	)		(1,889	)		(49,255	)
Thailand	Citibank NA		7,900		1.00	⁽¹⁾		12/20/16		(101,322	)		(258,658	)		(359,980	)
Thailand	Goldman Sachs International		4,100		1.00	⁽¹⁾		3/20/16		(64,730	)		(23,126	)		(87,856	)
Thailand	Standard Chartered Bank		3,300		1.00	⁽¹⁾		9/20/15		(54,581	)		(24,856	)		(79,437	)
Tunisia	Barclays Bank PLC		970		1.00	⁽¹⁾		9/20/17		105,733			(87,098	)		18,635
Tunisia	Barclays Bank PLC		1,000		1.00	⁽¹⁾		9/20/17		109,002			(85,522	)		23,480
Tunisia	Deutsche Bank		3,800		1.00	⁽¹⁾		6/20/17		391,679			(278,841	)		112,838
Tunisia	Deutsche Bank		2,150		1.00	⁽¹⁾		6/20/17		221,614			(166,526	)		55,088
Tunisia	Goldman Sachs International		2,100		1.00	⁽¹⁾		9/20/17		228,894			(166,445	)		62,449
Tunisia	Goldman Sachs International		2,250		1.00	⁽¹⁾		9/20/17		245,244			(187,705	)		57,539
Tunisia	Goldman Sachs International		2,100		1.00	⁽¹⁾		9/20/17		228,905			(184,294	)		44,611
Tunisia	JPMorgan Chase Bank		4,520		1.00	⁽¹⁾		9/20/17		492,691			(406,613	)		86,078
Tunisia	Morgan Stanley & Co. International PLC		500		1.00	⁽¹⁾		6/20/17		51,537			(38,700	)		12,837
Tunisia	Nomura International PLC		3,400		1.00	⁽¹⁾		12/20/17		390,151			(357,327	)		32,824
iTraxx Europe Senior Financials 5-Year Index	Barclays Bank PLC		EUR 15,050		1.00	⁽¹⁾		12/20/17		672,312			(812,554	)		(140,242	)
iTraxx Europe Subordinated Financials 5-Year Index	Barclays Bank PLC		EUR 8,166		5.00	⁽¹⁾		12/20/17		(1,008,112	)		856,711			(151,401	)

									$	35,670,102		$	(41,637,283	)	$	(5,967,181	)

**	The contract annual fixed rate represents the fixed rate of interest received by the Portfolio (as a seller of protection) or paid by the Portfolio (as a buyer of protection) annually on the notional amount of the credit default swap contract.

***

⁽¹⁾	Upfront payment is exchanged with the counterparty as a result of the standardized trading coupon.


EUR		–		Euro


		48

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Cross-Currency Swaps
Counterparty	Notional Amount on Fixed Rate (Currency Received) (000’s omitted)	Notional Amount on Floating Rate (Currency Delivered) (000’s omitted)		Floating Rate	Fixed Rate			Termination Date		Net Unrealized Appreciation (Depreciation)

Bank of America	TRY 700	$	394	3-month USD-LIBOR-BBA		6.97	%		8/18/21	$	(22,531	)
Citibank NA	TRY 10,951		7,200	3-month USD-LIBOR-BBA		8.23			9/3/20		230,584
Citibank NA	TRY 7,310		3,999	3-month USD-LIBOR-BBA		6.45			1/6/21		(168,489	)
Citibank NA	TRY 5,133		3,216	3-month USD-LIBOR-BBA		8.23			2/25/21		(188,030	)
Citibank NA	TRY 5,600		3,094	3-month USD-LIBOR-BBA		6.26			10/18/21		(52,788	)
Credit Suisse International	TRY 10,104		5,676	3-month USD-LIBOR-BBA		6.90			8/18/21		(302,667	)
Deutsche Bank	TRY 14,469		7,920	3-month USD-LIBOR-BBA		6.45			1/6/21		(328,786	)
Deutsche Bank	TRY 18,837		11,832	3-month USD-LIBOR-BBA		8.20			2/24/21		(639,191	)
Deutsche Bank	TRY 13,388		7,517	3-month USD-LIBOR-BBA		7.00			8/18/21		(457,062	)

										$	(1,928,960	)


TRY		–		New Turkish Lira

Written options activity for the year ended October 31, 2012 was as follows:


	Principal Amount of Contracts (000’s Omitted)			Premiums Received
Outstanding, beginning of year		INR	—	$	—
Options written			10,798,200		6,968,940

Outstanding, end of year		INR	10,798,200	$	6,968,940


INR		–		Indian Rupee

At October 31, 2012, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

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

Credit Risk: The Portfolio enters into credit default swap contracts to manage certain investment risks and/or to enhance total return.


		49

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

Equity Price Risk: The Portfolio enters into equity index futures and options thereon to enhance total return and/or to manage certain investment risks.

The Portfolio enters into swap contracts, over-the-counter options, forward foreign currency exchange contracts and forward commodity contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those derivatives in a liability position. At October 31, 2012, the fair value, excluding upfront payments, of derivatives with credit-related contingent features in a net liability position was $53,951,435. The aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $10,575,272 at October 31, 2012.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts, over-the-counter options, forward commodity contracts and forward foreign currency exchange contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. The Portfolio is not subject to counterparty credit risk with respect to its written options as the Portfolio, not the counterparty, is obligated to perform under such derivatives. At October 31, 2012, the maximum amount of loss the Portfolio would incur due to counterparty risk was $29,588,378 with the highest amount from any one counterparty being $4,595,387. Such maximum amount would be reduced by any unamortized upfront payments received by the Portfolio. Such amount would be increased by any unamortized upfront payments made by the Portfolio. To mitigate this risk, the Portfolio (and Subsidiary) has entered into master netting agreements with substantially all its derivative counterparties, which allows it and a counterparty to aggregate amounts owed by each of them for derivative transactions under the agreement into a single net amount payable by either the Portfolio (and Subsidiary) or the counterparty. At October 31, 2012, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $25,556,000 due to master netting agreements. Counterparties may be required to pledge collateral in the form of cash, U.S. Government securities or highly-rated bonds for the benefit of the Portfolio if the net amount due from the counterparty with respect to a derivative contract exceeds a certain threshold. The amount of collateral posted by the counterparties with respect to such contracts would also reduce the amount of any loss incurred. Because the Subsidiary is not registered under the 1940 Act, it may not be able to negotiate terms with its counterparties that are equivalent to those a registered Portfolio may negotiate. As a result, the Subsidiary may have greater exposure to those counterparties than a registered Portfolio.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2012 was as follows:


	Fair Value
Consolidated Statement of Assets and Liabilities Caption	Credit			Equity Price			Foreign Exchange			Interest Rate			Commodity

Securities of unaffiliated issuers, at value	$	—		$	3,580		$	5,412,330		$	316,032		$	2,947,000
Net unrealized depreciation*		—			310,311			—			13,299			—
Receivable for open forward foreign currency exchange contracts		—			—			9,064,069			—			—
Receivable for open swap contracts; Premium paid/received on open swap contracts		38,218,957			—			—			3,586,780			—

Total Asset Derivatives	$	38,218,957		$	313,891		$	14,476,399		$	3,916,111		$	2,947,000

Written options	$	—		$	—		$	(3,134,877	)	$	—		$	—
Net unrealized depreciation*		—			(40,404	)		—			(433,452	)	$	(1,896,712	)
Payable for open forward commodity contracts		—			—			—			—			(833,663	)
Payable for open forward foreign currency exchange contracts		—			—			(16,679,833	)		—			—

Payable for open swap contracts; Premium paid/received on open swap contracts		(22,548,753	)		—			—			(6,371,239	)		—

Total Liability Derivatives	$	(22,548,753	)	$	(40,404	)	$	(19,814,710	)	$	(6,804,691	)	$	(2,730,375	)


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


		50

Global Macro Absolute Return Advantage Portfolio

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Notes to Consolidated Financial Statements — continued




The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Consolidated Statement of Operations by risk exposure for the year ended October 31, 2012 was as follows:


Consolidated Statement of Operations Caption	Credit			Equity Price			Foreign Exchange			Interest Rate			Commodity

Net realized gain (loss) — Investment transactions	$	—		$	(2,259,795	)	$	—		$	—		$	—
Futures contracts		—			1,956,181			—			1,316,827			1,956,789
Swap contracts		(3,709,211	)		—			—			(2,769,862	)		—
Forward commodity contracts		—			—			—			—			(174,331	)

Foreign currency and forward foreign currency exchange contract transactions		—			—			55,094,672			—			—

Total	$	(3,709,211	)	$	(303,614	)	$	55,094,672		$	(1,453,035	)	$	1,782,458

Change in unrealized appreciation (depreciation) — Investments	$	—		$	(422,189	)	$	497,291		$	(790,848	)	$	6,340
Written options		—						3,834,063			—			—
Futures contracts		—			269,907			—			(1,039,026	)		(3,311,457	)
Swap contracts		(16,188,149	)		—			—			(3,239,686	)		—
Forward commodity contracts		—			—			—			—			204,462

Foreign currency and forward foreign currency exchange contracts		—			—			(18,457,791	)		—			—

Total	$	(16,188,149	)	$	(152,282	)	$	(14,126,437	)	$	(5,069,560	)	$	(3,100,655	)

The average notional amounts of futures contracts, forward commodity contracts, forward foreign currency exchange contracts and swap contracts outstanding during the year ended October 31, 2012, which are indicative of the volume of these derivative types, were approximately $162,963,000, $18,603,000, $1,377,578,000 and $1,227,446,000, respectively.

The average principal amount of purchased currency options contracts, average notional amount of interest rate swaption contracts, average number of purchased index options contracts and average number of purchased commodity options contracts outstanding during the year ended October 31, 2012, which are indicative of the volume of these derivative types, were approximately $175,281,000, $24,000,000, 116,661,000 contracts and 65 contracts, respectively.

6 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. If measured at fair value, borrowings under the line of credit would have been considered as Level 2 in the fair value hierarchy (see Note 8) at October 31, 2012. The Portfolio did not have any significant borrowings or allocated fees during the year ended October 31, 2012.

7 Risks Associated with Foreign Investments and Currencies

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


		51

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

securities of some foreign issuers (particularly those located in developing countries) may be less liquid and more volatile than securities of comparable U.S. companies. In general, there is less overall governmental supervision and regulation of foreign securities markets, broker/dealers and issuers than in the United States.

8 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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

At October 31, 2012, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description		Level 1		Level 2			Level 3		Total


Foreign Government Bonds	$	—	$	487,121,798		$	—	$	487,121,798
Collateralized Mortgage Obligations		—		39,018,213			—		39,018,213
Mortgage Pass-Throughs		—		7,263,296			—		7,263,296
Common Stocks		—		17,400,136	*		—		17,400,136
Precious Metals		36,036,631		—			—		36,036,631
Currency Call Options Purchased		—		5,227,473			—		5,227,473
Currency Put Options Purchased		—		184,857			—		184,857
Interest Rate Swaptions		—		316,032			—		316,032
Put Options Purchased		2,947,000		3,580			—		2,950,580
Short-Term Investments —
Foreign Government Securities		—		472,515,788			—		472,515,788
U.S. Treasury Obligations		—		10,999,596			—		10,999,596
Repurchase Agreements		—		137,007,962			—		137,007,962
Other		—		88,479,972			—		88,479,972

Total Investments	$	38,983,631	$	1,265,538,703		$	—	$	1,304,522,334

Forward Foreign Currency Exchange Contracts	$	—	$	9,064,069		$	—	$	9,064,069
Swap Contracts		—		41,805,737			—		41,805,737
Futures Contracts		323,610		—			—		323,610

Total	$	39,307,241	$	1,316,408,509		$	—	$	1,355,715,750


		52

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Liability Description	Level 1			Level 2			Level 3		Total


Currency Call Options Written	$	—		$	(2,901,667	)	$	—	$	(2,901,667	)
Currency Put Options Written		—			(233,210	)		—		(233,210	)
Securities Sold Short		—			(149,424,821	)		—		(149,424,821	)
Forward Commodity Contracts		—			(833,663	)		—		(833,663	)
Forward Foreign Currency Exchange Contracts		—			(16,679,833	)		—		(16,679,833	)
Swap Contracts		—			(28,919,992	)		—		(28,919,992	)
Futures Contracts		(2,370,568	)		—			—		(2,370,568	)

Total	$	(2,370,568	)	$	(198,993,186	)	$	—	$	(201,363,754	)

*	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.


		53

Global Macro Absolute Return Advantage Portfolio

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of Global Macro Absolute Return Advantage Portfolio:

We have audited the accompanying consolidated statement of assets and liabilities of Global Macro Absolute Return Advantage Portfolio and subsidiary (the “Portfolio”), including the consolidated portfolio of investments as of October 31, 2012, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the two years in the period then ended, and the consolidated supplementary data for each of the two years in the period then ended and for the period from the start of business, August 31, 2010, to October 31, 2010. These consolidated financial statements and consolidated supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated supplementary data based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and consolidated supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements and consolidated supplementary data referred to above present fairly, in all material respects, the financial position of Global Macro Absolute Return Advantage Portfolio and subsidiary as of October 31, 2012, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the supplementary data for each of the two years in the period then ended and for the period from the start of business, August 31, 2010, to October 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2012


		54

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Global Macro Absolute Return Advantage Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 187 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.


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

Thomas E. Faust Jr. 1958	Trustee	Of the Trust since 2007 and of the Portfolio since 2010	Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 187 registered investment companies. 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 and Hexavest Inc.


Noninterested Trustees

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

Benjamin C. Esty 1963	Trustee	Of the Trust since 2005 and of the Portfolio since 2010	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Of the Trust since 2007 and of the Portfolio since 2010	Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾ Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Of the Trust since 2003 and of the Portfolio since 2010	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾ None.

Ronald A. Pearlman 1940	Trustee	Of the Trust since 2003 and of the Portfolio since 2010	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.


		55

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Management and Organization — continued


Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) and Directorships During Past Five Years and Other Relevant Experience
Noninterested Trustees (continued)
Helen Frame Peters 1948	Trustee	Of the Trust since 2008 and of the Portfolio since 2010	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).
Lynn A. Stout 1957	Trustee	Of the Trust since 1998 and of the Portfolio since 2010	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) and Professor of Law (2001-2006), University of California at Los Angeles School of Law. Directorships in the Last Five Years.⁽¹⁾ None.
Harriett Tee Taggart 1948	Trustee	Since 2011	Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006). Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).
Ralph F. Verni 1943	Chairman of the Board and Trustee	Chairman of the Board since 2007; Trustee of the Trust since 2005 and of the Portfolio since 2010	Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006). Directorships in the Last Five Years.⁽¹⁾ None.


Principal Officers who are not Trustees
Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) During Past Five Years
Duncan W. Richardson 1957	President of the Trust	Since 2011	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.
Eric A. Stein 1980	President of the Portfolio	Since 2012	Vice President of EVM and BMR.
Payson F. Swaffield 1956	Vice President	Since 2011	Vice President and Chief Income Investment Officer of EVM and BMR.
Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2010	Vice President of EVM and BMR.
Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	Vice President since 2011; Secretary of the Trust since 2007 and of the Portfolio since 2010; and Chief Legal Officer of the Trust since 2008 and of the Portfolio since 2010	Vice President of EVM and BMR.


		56

Eaton Vance

Global Macro Absolute Return Advantage Fund

October 31, 2012

Management and Organization — continued

⁽¹⁾


		57

Eaton Vance Funds

IMPORTANT NOTICES

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


		58

This Page Intentionally Left Blank

Investment Adviser of Global Macro Absolute Return Advantage Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Investment Adviser and Administrator of Eaton Vance Global Macro Absolute Return Advantage Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

LOGO


4836-12/12		GMARADVSRC

Eaton Vance

Tax-Managed Global Dividend

Income Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

Tax-Managed Global Dividend Income Fund


Table of Contents

Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			27

Federal Tax Information			28

Management and Organization			29

Important Notices			31

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

As the 12-month period began, investors appeared to worry about intensifying debt problems in Europe, high U.S. unemployment and a Congressional deadlock that left businesses perplexed about the direction of tax and regulatory policy. The MSCI World Index,2 a broad measure of global equity market performance, was relatively flat in November 2011.

But despite a slowdown in consumer spending, weakening employment data and downward revisions of growth expectations, global equities moved upward intermittently from June through mid-October 2012. Hunting for yield in a low interest-rate environment, investors were driven to stocks that offered better yields than bonds. Ongoing action by the ECB also helped the market, particularly the Outright Monetary Transactions program to support sovereign debt.

Additional factors led U.S. stocks to generally outperform their non-U.S. counterparts. First, investors anticipated that worsening economic news would prompt the U.S. Federal Reserve to initiate another round of quantitative easing to stimulate the economy—which it did in September 2012. Finally, in an increasingly global marketplace, a case could be made that the U.S. market was relatively attractive versus many other world markets for much of the period. Amid ongoing European turmoil and a slowdown in Chinese growth, the U.S. market was one of the few places investors could find an economy that was growing (albeit slowly); a liquid, transparent and generally well regulated market; and an opportunity to find companies with large cash reserves and solid profit growth.

In the final weeks of the period, however, stocks gave back some of their gains as the market seemed to have come full circle; amid uncertainty about the upcoming U.S. elections, investors once again worried about a Congressional deadlock on tax policy—an impasse that has left the United States rushing toward a fiscal cliff that could drag down the global economy.

Fund Performance

For the fiscal year ended October 31, 2012, Eaton Vance Tax- Managed Global Dividend Income Fund (the Fund) had a total return of 10.74% for Class A shares at net asset value (NAV). By contrast, the Fund’s benchmark, the MSCI World Index (the Index), had a total return of 9.45% for the period. Relative outperformance by the Fund’s common stock allocation and its preferred securities allocation both contributed to the Fund’s outperformance of the Index.

Performance of the Fund’s common stock allocation was helped by stock selection in the materials, consumer discretionary and consumer staples sectors. Within the materials sector, stock selection in chemicals boosted results versus the Index, as did a relative underweighting and stock selection in the poor-performing metals and mining industry. In consumer discretionary, stock selection among specialty retail stocks, as well as an overweighting in the industry, aided Fund performance versus the Index. An overweight in tobacco stocks, which performed well for the period, and stock selection among beverage stocks contributed to Fund results versus the Index in the consumer discretionary sector.

By contrast, stock selection in the health care, information technology (IT) and industrials sectors detracted from Fund performance versus the Index. Positioning in pharmaceuticals and in health care providers and services hurt Fund results versus the Index in the health care sector, as did avoiding the strong-performing biotechnology industry. Stock selection in communications equipment and an underweight in computers and peripherals stocks, which rose sharply during the period, held back Fund performance versus the Index in the IT sector. Positioning in building products, as well as industrial conglomerates, detracted from Fund results versus the Index in the industrials sector.

As of October 31, 2012, the Fund had approximately 24% of its total investments in preferred securities (i.e., preferred stocks and corporate bonds and notes). The return of the preferred securities allocation outperformed both the Index and the return of the BofA Merrill Lynch Fixed Rate Preferred Securities Index, an index measuring the overall preferred market. This outperformance relative to the preferred market resulted from several factors. The Fund’s bank holdings contributed to performance after bouncing back from lows reached in the summer of 2011. Capital management actions resulted in several of the Fund’s preferred holdings being tendered or called above market price, as issuers retired older, higher-interest preferred stocks in favor of new offerings that paid lower rates. The Fund also participated in a number of new issues that outperformed the preferred market. In addition, stock selection among high-yield names helped, as high-yield issues rallied during the period in response to investors’ search for yield.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Performance^2,3

Portfolio Managers Judith A. Saryan, CFA, Aamer Khan, CFA and John H. Croft, CFA


% Average Annual Total Returns	Inception Date			One Year			Five Years			Since Inception
Class A at NAV		05/30/2003			10.74	%		–1.84	%		5.35	%
Class A with 5.75% Maximum Sales Charge		—			4.34			–3.00			4.69
Class B at NAV		05/30/2003			9.93			–2.57			4.57
Class B with 5% Maximum Sales Charge		—			4.93			–2.87			4.57
Class C at NAV		05/30/2003			9.93			–2.57			4.58
Class C with 1% Maximum Sales Charge		—			8.93			–2.57			4.58
Class I at NAV		08/27/2007			11.01			–1.58			–0.77
MSCI World Index		05/30/2003			9.45	%		–2.86	%		6.62	%


% After-Tax Returns with Maximum Sales Charge	Inception Date			One Year			Five Years			Since Inception
Class A After Taxes on Distributions		05/30/2003			3.55	%		–3.88	%		3.84	%
Class A After Taxes on Distributions and Sale of Fund Shares		—			3.78			–2.63			3.98
Class B After Taxes on Distributions		05/30/2003			4.22			–3.65			3.84
Class B After Taxes on Distributions and Sale of Fund Shares		—			4.07			–2.50			3.91
Class C After Taxes on Distributions		05/30/2003			8.23			–3.34			3.84
Class C After Taxes on Distributions and Sale of Fund Shares		—			6.67			–2.25			3.91
Class I After Taxes on Distributions		08/27/2007			10.13			–2.50			–1.69
Class I After Taxes on Distributions and Sale of Fund Shares		—			8.22			–1.45			–0.76


% Total Annual Operating Expense Ratios⁴	Class A			Class B			Class C			Class I
		1.17	%		1.92	%		1.92	%		0.93	%

Performance 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.

LOGO


Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Class B	$10,000	05/30/2003	$15,247	N.A.
Class C	$10,000	05/30/2003	$15,248	N.A.
Class I	$250,000	08/27/2007	$240,200	N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Fund Profile

LOGO


Top 10 Common Stock Holdings (% of total investments)
Accenture PLC, Class A	2.1	%
U.S. Bancorp	2.0
Covidien PLC	2.0
International Business Machines Corp.	1.9
Oracle Corp.	1.9
TJX Companies, Inc. (The)	1.8
Anheuser-Busch InBev NV	1.7
Royal Dutch Shell PLC, Class A	1.7
Apple, Inc.	1.7
Sanofi	1.7
Total	18.5	%

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Endnotes and Additional Disclosures

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. The Fund’s after-tax returns also may reflect foreign tax credits passed by the Fund to its shareholders.

4	Source: Fund prospectus.

Fund profile subject to change due to active management.

Important Notice to Shareholders


		5

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)		Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	1,035.50	$	6.09		1.19	%
Class B	$	1,000.00	$	1,031.70	$	9.91		1.94	%
Class C	$	1,000.00	$	1,031.70	$	9.91		1.94	%
Class I	$	1,000.00	$	1,036.80	$	4.81		0.94	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,019.20	$	6.04		1.19	%
Class B	$	1,000.00	$	1,015.40	$	9.83		1.94	%
Class C	$	1,000.00	$	1,015.40	$	9.83		1.94	%
Class I	$	1,000.00	$	1,020.40	$	4.77		0.94	%


		6

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Portfolio of Investments


Common Stocks — 75.2%


Security	Shares		Value


Aerospace & Defense — 1.4%
United Technologies Corp.		175,000	$	13,678,000

			$	13,678,000


Beverages — 2.4%
Anheuser-Busch InBev NV		200,000	$	16,726,214
Heineken NV		100,000		6,171,275

			$	22,897,489


Capital Markets — 0.6%
Credit Suisse Group AG⁽¹⁾		260,000	$	6,046,391

			$	6,046,391


Chemicals — 3.1%
Linde AG		45,000	$	7,572,713
LyondellBasell Industries NV, Class A		200,000		10,678,000
PPG Industries, Inc.		99,000		11,590,920

			$	29,841,633


Commercial Banks — 7.1%
BNP Paribas		155,000	$	7,818,969
Commonwealth Bank of Australia		200,000		11,977,101
PNC Financial Services Group, Inc.		265,000		15,420,350
U.S. Bancorp		588,421		19,541,461
Wells Fargo & Co.		420,000		14,149,800

			$	68,907,681


Commercial Services & Supplies — 0.4%
Brambles, Ltd.		550,000	$	4,141,347

			$	4,141,347


Communications Equipment — 0.9%
QUALCOMM, Inc.		145,000	$	8,493,375

			$	8,493,375


Computers & Peripherals — 1.7%
Apple, Inc.		28,000	$	16,662,800

			$	16,662,800


Consumer Finance — 0.8%
Discover Financial Services		200,000	$	8,200,000

			$	8,200,000


Security	Shares		Value


Diversified Financial Services — 0.9%
JPMorgan Chase & Co.		205,000	$	8,544,400

			$	8,544,400


Diversified Telecommunication Services — 2.3%
CenturyLink, Inc.		100,000	$	3,838,000
Deutsche Telekom AG		440,000		5,019,739
France Telecom SA		135,542		1,515,021
Telstra Corp., Ltd.		2,725,000		11,710,676

			$	22,083,436


Electric Utilities — 1.9%
Edison International		140,000	$	6,571,600
Iberdrola SA		1,000,000		5,178,958
SSE PLC		300,000		7,016,765

			$	18,767,323


Energy Equipment & Services — 1.5%
Schlumberger, Ltd.		125,000	$	8,691,250
Seadrill, Ltd.		150,000		6,078,038

			$	14,769,288


Food Products — 2.9%
Kraft Foods Group, Inc.⁽¹⁾		63,333	$	2,880,385
Mondelez International, Inc., Class A		390,000		10,350,600
Nestle SA		230,000		14,602,279

			$	27,833,264


Health Care Equipment & Supplies — 2.0%
Covidien PLC		355,000	$	19,507,250

			$	19,507,250


Health Care Providers & Services — 0.8%
HCA Holdings, Inc.		272,802	$	7,750,305

			$	7,750,305


Hotels, Restaurants & Leisure — 1.3%
McDonald’s Corp.		140,000	$	12,152,000

			$	12,152,000


Industrial Conglomerates — 1.6%
General Electric Co.		335,000	$	7,055,100
Orkla ASA		1,000,000		7,921,622

			$	14,976,722


		7		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Insurance — 3.3%
Aflac, Inc.		100,000	$	4,978,000
AXA SA		250,000		3,984,675
MetLife, Inc.		140,248		4,977,402
Old Mutual PLC		3,675,000		10,229,200
Prudential Financial, Inc.		131,000		7,473,550

			$	31,642,827


IT Services — 3.9%
Accenture PLC, Class A		300,000	$	20,223,000
International Business Machines Corp.		92,000		17,896,760

			$	38,119,760


Machinery — 1.5%
Deere & Co.		115,000	$	9,825,600
PACCAR, Inc.		100,000		4,334,000

			$	14,159,600


Media — 0.7%
Time Warner Cable, Inc.		70,000	$	6,937,700

			$	6,937,700


Metals & Mining — 1.4%
Freeport-McMoRan Copper & Gold, Inc.		345,000	$	13,413,600

			$	13,413,600


Multi-Utilities — 2.5%
GDF Suez		370,000	$	8,492,366
National Grid PLC		1,000,000		11,404,546
Sempra Energy		65,000		4,533,750

			$	24,430,662


Oil, Gas & Consumable Fuels — 7.4%
Chevron Corp.		40,000	$	4,408,400
ENI SpA		660,000		15,187,199
Exxon Mobil Corp.		137,000		12,490,290
Occidental Petroleum Corp.		100,000		7,896,000
Phillips 66		180,000		8,488,800
Royal Dutch Shell PLC, Class A		487,000		16,710,289
Total SA		120,000		6,044,425

			$	71,225,403


Security	Shares		Value


Pharmaceuticals — 5.4%
Abbott Laboratories		147,000	$	9,631,440
AstraZeneca PLC		200,000		9,274,951
Johnson & Johnson		55,000		3,895,100
Sanofi		182,000		15,984,588
Takeda Pharmaceutical Co., Ltd.⁽¹⁾		100,000		4,648,082
Teva Pharmaceutical Industries, Ltd. ADR		214,000		8,649,880

			$	52,084,041


Road & Rail — 2.5%
Canadian National Railway Co.		130,000	$	11,229,400
Union Pacific Corp.		108,000		13,287,240

			$	24,516,640


Software — 3.2%
Microsoft Corp.		450,000	$	12,840,750
Oracle Corp.		575,000		17,853,750

			$	30,694,500


Specialty Retail — 7.4%
American Eagle Outfitters, Inc.		400,000	$	8,348,000
DSW, Inc., Class A		49,135		3,075,360
Home Depot, Inc. (The)		183,000		11,232,540
Industria de Diseno Textil SA		70,000		8,938,446
Kingfisher PLC		1,000,000		4,682,006
Limited Brands, Inc.		304,372		14,576,375
Lowe’s Companies, Inc.		125,000		4,047,500
TJX Companies, Inc. (The)		410,000		17,068,300

			$	71,968,527


Textiles, Apparel & Luxury Goods — 0.5%
Adidas AG		55,000	$	4,688,028

			$	4,688,028


Tobacco — 1.3%
British American Tobacco PLC		114,000	$	5,654,350
Japan Tobacco, Inc.⁽¹⁾		150,000		4,147,835
Philip Morris International, Inc.		30,000		2,656,800

			$	12,458,985


Wireless Telecommunication Services — 0.6%
Vodafone Group PLC ADR		225,000	$	6,124,500

			$	6,124,500


Total Common Stocks (identified cost $601,280,423)			$	727,717,477


		8		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Portfolio of Investments — continued


Preferred Stocks — 19.2%


Security	Shares		Value


Capital Markets — 1.1%
Affiliated Managers Group, Inc., 6.375%		35,210	$	917,661
Bank of New York Mellon Corp. (The), 5.20%		138,300		3,479,628
Charles Schwab Corp. (The), 7.00%⁽²⁾		900		1,049,787
State Street Corp., Series C, 5.25%		209,940		5,422,750

			$	10,869,826


Commercial Banks — 7.2%
CoBank ACB, Series F, 6.25%^(2))(3)		34,500	$	3,650,531
Countrywide Capital V, 7.00%		58,000		1,454,060
Farm Credit Bank of Texas, Series 1, 10.00%		5,123		5,881,844
First Niagara Financial Group, Inc., Series B, 8.625%⁽²⁾		91,790		2,679,350
First Republic Bank, Series B, 6.20%		47,000		1,216,125
HSBC Capital Funding LP, 10.176%⁽²⁾⁽³⁾		3,250		4,595,240
JPMorgan Chase & Co., Series 1, 7.90%⁽²⁾		6,177		7,141,517
KeyCorp, Series A, 7.75%		46,488		5,741,268
Landsbanki Islands HF, 7.431%^{(1)(2)(3)(4)(5)}		14,750		0
Lloyds Banking Group PLC, 6.267%⁽²⁾⁽³⁾		1,694		1,315,513
Lloyds Banking Group PLC, 6.657%⁽²⁾⁽³⁾		6,276		5,520,286
PNC Financial Services Group, Inc., Series O, 6.75%⁽²⁾		835		981,097
PNC Financial Services Group, Inc., Series P, 6.125%⁽²⁾		174,261		4,879,308
Regions Financial Corp., Series A, 6.375%		204,500		5,081,825
Royal Bank of Scotland Group PLC, Series Q, 6.75%		14,575		328,666
Royal Bank of Scotland Group PLC, Series T, 7.25%		50,150		1,191,063
Standard Chartered PLC, 6.409%⁽²⁾⁽³⁾		24.56		2,521,805
Standard Chartered PLC, 7.014%⁽²⁾⁽³⁾		42.03		4,491,371
Texas Capital Bancshares, Inc., 6.50%		99,990		2,587,241
U.S. Bancorp, Series F, 6.50%⁽²⁾		69,372		2,063,817
Wells Fargo & Co., Series L, 7.50%		4,500		5,625,000
Wells Fargo & Co., Series N, 5.20%		39,070		999,801

			$	69,946,728


Consumer Finance — 1.2%
Ally Financial, Inc., Series A, 8.50%⁽²⁾		157,684	$	4,030,797
Capital One Financial Corp., Series B, 6.00%		125,000		3,138,750
Discover Financial Services, Series B, 6.50%		158,400		4,024,358

			$	11,193,905


Diversified Financial Services — 3.3%
General Electric Capital Corp., Series A, 7.125% to 6/15/22⁽⁶⁾		3,674,000	$	4,220,217
General Electric Capital Corp., Series B, 6.25% to 12/15/22⁽⁶⁾		4,365,000		4,778,632
PPTT, 2006-A GS, Class A, 5.925%⁽²⁾⁽³⁾		70		14,183,912


Security	Shares		Value


Diversified Financial Services (continued)
RBS Capital Funding Trust VII, Series G, 6.08%		263,000	$	4,918,100
UBS AG, 7.625%		3,515		3,849,124

			$	31,949,985


Electric Utilities — 2.0%
Entergy Louisiana, LLC, 6.95%		53,425	$	5,412,620
Southern California Edison Co., Series C, 6.00%		7,757		781,033
Southern California Edison Co., Series D, 6.50%		52,870		5,709,960
Southern California Edison Co., Series E, 6.25%⁽²⁾		2,016		2,257,303
Virginia Electric and Power Co., 6.12%		48		5,058,740

			$	19,219,656


Food Products — 0.1%
Ocean Spray Cranberries, Inc., 6.25%⁽³⁾		13,250	$	1,216,516

			$	1,216,516


Insurance — 1.9%
American Overseas Group, Ltd., Series A, 7.50%⁽²⁾		5,000	$	1,900,313
Aspen Insurance Holdings, Ltd., 7.25%		72,965		1,955,462
Aspen Insurance Holdings, Ltd., 7.401%⁽²⁾		48,300		1,283,331
Endurance Specialty Holdings, Ltd., Series B, 7.50%		167,475		4,582,116
Montpelier Re Holdings, Ltd., 8.875%		257,184		7,098,278
Prudential PLC, 6.50%		1,830		1,842,556

			$	18,662,056


Machinery — 0.5%
Stanley Black & Decker, Inc., 5.75%		191,264	$	5,056,542

			$	5,056,542


Multi-Utilities — 0.3%
DTE Energy Co., Series C, 5.25%		103,300	$	2,632,084

			$	2,632,084


Real Estate Investment Trusts (REITs) — 1.2%
CapLease, Inc., Series A, 8.125%		225,000	$	5,670,000
Cedar Shopping Centers, Inc., Series A, 8.875%		27,972		721,118
Chesapeake Lodging Trust, Series A, 7.75%		18,179		485,198
DDR Corp., Series H, 7.375%		68,500		1,729,625
Sunstone Hotel Investors, Inc., Series D, 8.00%		92,700		2,427,581

			$	11,033,522


		9		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Telecommunications — 0.2%
Centaur Funding Corp., 9.08%⁽³⁾		1,632	$	2,074,170

			$	2,074,170


Thrifts & Mortgage Finance — 0.2%
Elmira Savings Bank FSB (The), 8.998%⁽²⁾		1,880	$	1,673,200

			$	1,673,200


Total Preferred Stocks (identified cost $190,367,548)			$	185,528,190


Corporate Bonds & Notes — 4.7%


Security	Principal Amount (000’s omitted)		Value

Commercial Banks — 0.9%
Citigroup Capital III, 7.625%, 12/1/36	$	1,935	$	2,133,337
Groupe BPCE, 12.50% to 9/30/19, 8/29/49⁽³⁾⁽⁶⁾		5,320		6,095,667
Regions Bank, 6.45%, 6/26/37		200		207,000

			$	8,436,004


Diversified Financial Services — 0.3%
Textron Financial Corp., 6.00% to 2/15/17, 2/15/67⁽³⁾⁽⁶⁾	$	3,000	$	2,625,000

			$	2,625,000


Electric Utilities — 0.5%
PPL Capital Funding, Inc., Series A, 6.70% to 3/30/17, 3/30/67⁽⁶⁾	$	5,000	$	5,273,760

			$	5,273,760


Industrial Conglomerates — 0.3%
Hutchison Whampoa International 12, Ltd., 6.00% to 5/7/17, 5/29/49⁽³⁾⁽⁶⁾	$	2,700	$	2,821,500

			$	2,821,500


Insurance — 1.9%
MetLife, Inc., 10.75% to 8/1/34, 8/1/39, 8/1/69⁽⁶⁾⁽⁷⁾	$	3,865	$	5,845,812
QBE Capital Funding II, LP, 6.797% to 6/1/17, 6/29/49⁽³⁾⁽⁶⁾		2,290		2,293,394
QBE Capital Funding III, Ltd., 7.25% to 5/24/21, 5/24/41⁽³⁾⁽⁶⁾		1,157		1,210,990
Swiss Re Capital I, LP, 6.854% to 5/25/16, 5/29/49⁽³⁾⁽⁶⁾		2,014		2,102,115
XL Capital, Ltd., Series E, 6.50% to 4/15/17, 12/29/49⁽⁶⁾		7,602		7,088,865

			$	18,541,176


Security	Principal Amount (000’s omitted)		Value


Pipelines — 0.8%
Enterprise Products Operating, LLC, 7.00% to 6/1/17, 6/1/67⁽⁶⁾	$	2,975	$	3,245,481
Southern Union Co., 3.462%, 11/1/66⁽²⁾		5,800		4,806,750

			$	8,052,231


Total Corporate Bonds & Notes (identified cost $41,372,236)			$	45,749,671


Short-Term Investments — 0.4%


Description	Interest (000’s omitted)		Value
Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽⁸⁾	$	3,356	$	3,356,047


Total Short-Term Investments (identified cost $3,356,047)			$	3,356,047


Total Investments — 99.5% (identified cost $836,376,254)			$	962,351,385


Other Assets, Less Liabilities — 0.5%			$	5,299,817


Net Assets — 100.0%			$	967,651,202

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


ADR	–	American Depositary Receipt
PPTT	–	Preferred Pass-Through Trust

⁽¹⁾

Non-income producing security.

⁽²⁾

Variable rate security. The stated interest rate represents the rate in effect at October 31, 2012.

⁽³⁾

⁽⁴⁾

Defaulted security.

⁽⁵⁾

For fair value measurement disclosure purposes, security is categorized as Level 3 (see Note 12).

⁽⁶⁾

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

⁽⁷⁾

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

⁽⁸⁾


		10		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Portfolio of Investments — continued


Country Concentration of Portfolio


Country	Percentage of Total Investments			Value
United States		62.2	%	$	598,539,038
United Kingdom		7.5			72,616,336
France		5.2			49,935,711
Ireland		4.1			39,730,250
Australia		3.0			29,040,114
Switzerland		2.4			22,750,785
Germany		1.8			17,280,480
Netherlands		1.8			16,849,275
Belgium		1.7			16,726,214
Italy		1.6			15,187,199
Bermuda		1.5			14,919,187
Spain		1.5			14,117,404
Norway		1.5			13,999,660
Cayman Islands		1.2			11,984,535
Canada		1.2			11,229,400
Japan		0.9			8,795,917
Israel		0.9			8,649,880
Iceland		0.0			0

Total Investments		100.0	%	$	962,351,385


		11		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Unaffiliated investments, at value (identified cost, $833,020,207)	$	958,995,338
Affiliated investment, at value (identified cost, $3,356,047)		3,356,047
Foreign currency, at value (identified cost, $853,203)		862,476
Dividends and interest receivable		2,875,711
Interest receivable from affiliated investment		446
Receivable for investments sold		5,715,457
Receivable for Fund shares sold		397,698
Receivable for open forward foreign currency exchange contracts		1,767
Tax reclaims receivable		4,054,017
Total assets	$	976,258,957

Liabilities
Payable for investments purchased	$	5,112,500
Payable for open forward foreign currency exchange contracts		2,294
Payable for Fund shares redeemed		2,120,173
Payable to affiliates:
Investment adviser fee		532,987
Distribution and service fees		442,125
Administration fee		125,377
Trustees’ fees		3,222
Accrued expenses		269,077
Total liabilities	$	8,607,755
Net Assets	$	967,651,202

Sources of Net Assets
Paid-in capital	$	1,417,760,451
Accumulated net realized loss		(578,066,019	)
Accumulated undistributed net investment income		1,800,290
Net unrealized appreciation		126,156,480
Total	$	967,651,202

Class A Shares
Net Assets	$	490,142,379
Shares Outstanding		50,094,687
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	9.78
Maximum Offering Price Per Share
(100 ÷ 94.25 of net asset value per share)	$	10.38

Class B Shares
Net Assets	$	51,491,918
Shares Outstanding		5,275,061
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	9.76

Class C Shares
Net Assets	$	338,460,659
Shares Outstanding		34,668,041
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	9.76

Class I Shares
Net Assets	$	87,556,246
Shares Outstanding		8,943,282
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	9.79

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.


		12		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Dividends (net of foreign taxes, $3,205,304)	$	57,578,342
Interest		3,858,398
Interest allocated from affiliated investment		4,267
Expenses allocated from affiliated investment		(583	)
Total investment income	$	61,440,424

Expenses
Investment adviser fee	$	6,406,228
Administration fee		1,508,650
Distribution and service fees
Class A		1,268,315
Class B		584,872
Class C		3,504,975
Trustees’ fees and expenses		40,070
Custodian fee		351,857
Transfer and dividend disbursing agent fees		723,144
Legal and accounting services		91,776
Printing and postage		129,765
Registration fees		62,307
Miscellaneous		58,086
Total expenses	$	14,730,045
Deduct —
Reduction of custodian fee	$	89
Total expense reductions	$	89

Net expenses	$	14,729,956

Net investment income	$	46,710,468

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	32,130,961
Investment transactions allocated from affiliated investment		118
Foreign currency and forward foreign currency exchange contract transactions		(3,215,932	)
Net realized gain	$	28,915,147
Change in unrealized appreciation (depreciation) —
Investments	$	22,714,103
Foreign currency and forward foreign currency exchange contracts		(189,983	)
Net change in unrealized appreciation (depreciation)	$	22,524,120

Net realized and unrealized gain	$	51,439,267

Net increase in net assets from operations	$	98,149,735


		13		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	46,710,468		$	62,514,507
Net realized gain from investment, foreign currency and forward foreign currency exchange contract transactions		28,915,147			60,349,403
Net change in unrealized appreciation (depreciation) from investments, foreign currency and forward foreign currency exchange contracts		22,524,120			(103,565,757	)
Net increase in net assets from operations	$	98,149,735		$	19,298,153
Distributions to shareholders —
From net investment income
Class A	$	(25,677,467	)	$	(32,120,549	)
Class B		(2,543,907	)		(3,672,459	)
Class C		(15,130,160	)		(19,248,504	)
Class I		(4,758,826	)		(4,114,452	)
Total distributions to shareholders	$	(48,110,360	)	$	(59,155,964	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	73,670,694		$	91,872,223
Class B		1,411,591			5,809,065
Class C		25,910,034			40,593,389
Class I		32,533,400			54,412,844
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		21,720,856			24,049,944
Class B		1,853,394			2,380,154
Class C		11,128,544			11,991,843
Class I		3,663,305			2,877,443
Cost of shares redeemed
Class A		(186,013,191	)		(204,732,298	)
Class B		(13,469,061	)		(17,438,200	)
Class C		(87,315,837	)		(110,113,873	)
Class I		(39,404,004	)		(24,060,417	)
Net asset value of shares exchanged
Class A		8,932,922			5,575,433
Class B		(8,932,922	)		(5,575,433	)
Net decrease in net assets from Fund share transactions	$	(154,310,275	)	$	(122,357,883	)

Net decrease in net assets	$	(104,270,900	)	$	(162,215,694	)

Net Assets
At beginning of year	$	1,071,922,102		$	1,234,137,796
At end of year	$	967,651,202		$	1,071,922,102

Accumulated undistributed net investment income included in net assets
At end of year	$	1,800,290		$	2,981,381


		14		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Financial Highlights


	Class A
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	9.290		$	9.660		$	9.050		$	8.830		$	14.520

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.465	⁽²⁾	$	0.550		$	0.494		$	0.523		$	0.862
Net realized and unrealized gain (loss)		0.503			(0.397	)		0.644			0.311			(5.751	)

Total income (loss) from operations	$	0.968		$	0.153		$	1.138		$	0.834		$	(4.889	)

Less Distributions
From net investment income	$	(0.478	)	$	(0.523	)	$	(0.528	)	$	(0.614	)	$	(0.801	)

Total distributions	$	(0.478	)	$	(0.523	)	$	(0.528	)	$	(0.614	)	$	(0.801	)

Net asset value — End of year	$	9.780		$	9.290		$	9.660		$	9.050		$	8.830

Total Return⁽³⁾		10.74	%		1.52	%		12.99	%		10.49	%		(35.08	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	490,142		$	546,679		$	648,656		$	670,392		$	673,782
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾		1.18	%		1.17	%		1.19	%		1.21	%		1.15	%
Net investment income		4.92	%⁽²⁾		5.65	%		5.34	%		6.38	%		7.00	%
Portfolio Turnover		82	%		101	%		127	%		101	%		181	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Net investment income per share reflects special dividends which amounted to $0.059 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 4.30%.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		15		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Financial Highlights — continued


	Class B
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	9.270		$	9.640		$	9.030		$	8.820		$	14.490

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.393	⁽²⁾	$	0.479		$	0.424		$	0.463		$	0.772
Net realized and unrealized gain (loss)		0.503			(0.399	)		0.645			0.300			(5.736	)

Total income (loss) from operations	$	0.896		$	0.080		$	1.069		$	0.763		$	(4.964	)

Less Distributions
From net investment income	$	(0.406	)	$	(0.450	)	$	(0.459	)	$	(0.553	)	$	(0.706	)

Total distributions	$	(0.406	)	$	(0.450	)	$	(0.459	)	$	(0.553	)	$	(0.706	)

Net asset value — End of year	$	9.760		$	9.270		$	9.640		$	9.030		$	8.820

Total Return⁽³⁾		9.93	%		0.75	%		12.18	%		9.57	%		(35.51	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	51,492		$	67,749		$	85,354		$	89,245		$	97,996
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾		1.93	%		1.92	%		1.94	%		1.96	%		1.90	%
Net investment income		4.18	%⁽²⁾		4.93	%		4.59	%		5.67	%		6.26	%
Portfolio Turnover		82	%		101	%		127	%		101	%		181	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Net investment income per share reflects special dividends which amounted to $0.059 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 3.55%.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		16		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	9.270		$	9.640		$	9.030		$	8.820		$	14.500

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.394	⁽²⁾	$	0.477		$	0.423		$	0.460		$	0.769
Net realized and unrealized gain (loss)		0.503			(0.397	)		0.646			0.303			(5.742	)

Total income (loss) from operations	$	0.897		$	0.080		$	1.069		$	0.763		$	(4.973	)

Less Distributions
From net investment income	$	(0.407	)	$	(0.450	)	$	(0.459	)	$	(0.553	)	$	(0.707	)

Total distributions	$	(0.407	)	$	(0.450	)	$	(0.459	)	$	(0.553	)	$	(0.707	)

Net asset value — End of year	$	9.760		$	9.270		$	9.640		$	9.030		$	8.820

Total Return⁽³⁾		9.93	%		0.76	%		12.18	%		9.57	%		(35.51	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	338,461		$	371,066		$	442,969		$	451,078		$	458,907
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾		1.93	%		1.92	%		1.94	%		1.96	%		1.90	%
Net investment income		4.18	%⁽²⁾		4.92	%		4.58	%		5.63	%		6.25	%
Portfolio Turnover		82	%		101	%		127	%		101	%		181	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Net investment income per share reflects special dividends which amounted to $0.059 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 3.55%.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		17		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	9.300		$	9.660		$	9.050		$	8.840		$	14.530

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.493	⁽²⁾	$	0.573		$	0.518		$	0.479		$	0.681
Net realized and unrealized gain (loss)		0.498			(0.385	)		0.643			0.365			(5.538	)

Total income (loss) from operations	$	0.991		$	0.188		$	1.161		$	0.844		$	(4.857	)

Less Distributions
From net investment income	$	(0.501	)	$	(0.548	)	$	(0.551	)	$	(0.634	)	$	(0.833	)

Total distributions	$	(0.501	)	$	(0.548	)	$	(0.551	)	$	(0.634	)	$	(0.833	)

Net asset value — End of year	$	9.790		$	9.300		$	9.660		$	9.050		$	8.840

Total Return⁽³⁾		11.01	%		1.88	%		13.27	%		10.63	%		(34.84	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	87,556		$	86,428		$	57,160		$	20,639		$	1,773
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾		0.93	%		0.93	%		0.94	%		0.94	%		0.90	%
Net investment income		5.21	%⁽²⁾		5.91	%		5.63	%		5.71	%		5.95	%
Portfolio Turnover		82	%		101	%		127	%		101	%		181	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Net investment income per share reflects special dividends which amounted to $0.059 per share. Excluding special dividends, the ratio of net investment income to average daily net assets would have been 4.58%.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁴⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		18		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Tax-Managed Global Dividend Income Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund’s investment objective is to achieve after-tax total return by investing primarily in a diversified portfolio of common and preferred stocks. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Beginning on January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses.

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


		19

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Notes to Financial Statements — continued

At October 31, 2012, the Fund, for federal income tax purposes, had a capital loss carryforward of $569,059,242 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2016 ($286,925,838), October 31, 2017 ($258,617,823), and October 31, 2018 ($23,515,581). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2012.

During the year ended October 31, 2012, a capital loss carryforward of $28,588,854 was utilized to offset net capital gains by the Fund.

2 Distributions to Shareholders


		20

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Notes to Financial Statements — continued

accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Ordinary income	$	48,110,360	$	59,155,964

During the year ended October 31, 2012, accumulated net realized loss was increased by $218,801 and accumulated undistributed net investment income was increased by $218,801 due to differences between book and tax accounting, primarily for accretion of market discount, investments in partnerships, distributions from real estate investment trusts (REITs) and foreign currency gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	1,415,130
Capital loss carryforward	$	(569,059,242	)
Net unrealized appreciation	$	117,534,863

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

3 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by EVM as compensation for management and investment advisory services rendered to the Fund. The fee is computed at an annual rate of 0.65% of the Fund’s average daily net assets up to $500 million, 0.625% from $500 million up to $1 billion, and is payable monthly. On net assets of $1 billion and over, the annual fee is reduced. The Fund invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2012, the Fund’s investment adviser fee amounted to $6,406,228 or 0.64% of the Fund’s average daily net assets. The administration fee is earned by EVM for administering the business affairs of the Fund and is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended October 31, 2012, the administration fee amounted to $1,508,650. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $31,413 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $133,279 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. 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).

Trustees and officers of the Fund who are members of EVM’s organization receive remuneration for their services to the Fund out of the investment adviser fee. Trustees of the Fund who are not affiliated with EVM may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended October 31, 2012, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of EVM.

4 Distribution Plans


		21

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Notes to Financial Statements — continued

amount received by the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2012, the Fund paid or accrued to EVD $438,654 and $2,628,731 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2012, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $4,950,000 and $48,827,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $146,218 and $876,244 for Class B and Class C shares, respectively.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $12,000, $111,000 and $16,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $819,735,648 and $957,477,744, respectively, for the year ended October 31, 2012.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2012			2011

Sales		7,801,439			9,538,392
Issued to shareholders electing to receive payments of distributions in Fund shares		2,307,212			2,494,882
Redemptions		(19,809,158	)		(20,950,310	)
Exchange from Class B shares		954,828			596,639

Net decrease		(8,745,679	)		(8,320,397	)


	Year Ended October 31,
Class B	2012			2011

Sales		152,589			596,753
Issued to shareholders electing to receive payments of distributions in Fund shares		197,813			247,389
Redemptions		(1,427,530	)		(1,794,881	)
Exchange to Class A shares		(956,719	)		(597,865	)

Net decrease		(2,033,847	)		(1,548,604	)


		22

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Notes to Financial Statements — continued


	Year Ended October 31,
Class C	2012			2011

Sales		2,754,722			4,174,026
Issued to shareholders electing to receive payments of distributions in Fund shares		1,185,370			1,247,679
Redemptions		(9,295,332	)		(11,357,748	)

Net decrease		(5,355,240	)		(5,936,043	)


	Year Ended October 31,
Class I	2012			2011

Sales		3,462,101			5,572,080
Issued to shareholders electing to receive payments of distributions in Fund shares		389,175			299,383
Redemptions		(4,205,327	)		(2,488,926	)

Net increase (decrease)		(354,051	)		3,382,537

8 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	844,998,398

Gross unrealized appreciation	$	143,143,330
Gross unrealized depreciation		(25,790,343	)

Net unrealized appreciation	$	117,352,987

9 Financial Instruments


		23

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Notes to Financial Statements �� continued

A summary of obligations under these financial instruments at October 31, 2012 is as follows:


Forward Foreign Currency Exchange Contracts


Sales
Settlement Date	Deliver	In Exchange For	Counterparty	Net Unrealized Appreciation (Depreciation)

11/30/12	Euro 9,846,600	United States Dollar 12,764,620	Citibank NA	$	(1,157	)
11/30/12	Euro 9,846,600	United States Dollar 12,767,545	Standard Chartered Bank		1,767
11/30/12	Euro 9,846,600	United States Dollar 12,764,640	State Street Bank and Trust Co.		(1,137	)

				$	(527	)

At October 31, 2012, the Fund had sufficient cash and/or securities to cover commitments under these contracts.

The Fund enters into forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Fund’s net assets below a certain level over a certain period of time, which would trigger a payment by the Fund for those derivatives in a liability position. At October 31, 2012, the fair value of derivatives with credit-related contingent features in a net liability position was $2,294.

The non-exchange traded derivatives in which the Fund invests, including forward foreign currency exchange contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. At October 31, 2012, the maximum amount of loss the Fund would incur due to counterparty risk was $1,767, representing the fair value of such derivatives in an asset position, with the highest amount from any one counterparty being $1,767. To mitigate this risk, the Fund has entered into master netting agreements with substantially all its derivative counterparties, which allows it and a counterparty to aggregate amounts owed by each of them for derivative transactions under the agreement into a single net amount payable by either the Fund or the counterparty. Counterparties may be required to pledge collateral in the form of cash, U.S. Government securities or highly-rated bonds for the benefit of the Fund if the net amount due from the counterparty with respect to a derivative contract exceeds a certain threshold. The amount of collateral posted by the counterparties with respect to such contracts would also reduce the amount of any loss incurred.


	Fair Value
Derivative	Asset Derivative			Liability Derivative

Forward foreign currency exchange contracts	$	1,767	⁽¹⁾	$	(2,294	)⁽²⁾

⁽¹⁾	Statement of Assets and Liabilities location: Receivable for open forward foreign currency exchange contracts; Net unrealized appreciation.

⁽²⁾	Statement of Assets and Liabilities location: Payable for open forward foreign currency exchange contracts; Net unrealized appreciation.


		24

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Notes to Financial Statements — continued


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

Forward foreign currency exchange contracts	$	(2,949,672	)⁽¹⁾	$	(527	)⁽²⁾

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

⁽²⁾	Statement of Operations location: Change in unrealized appreciation (depreciation) – Foreign currency and forward foreign currency exchange contracts.

10 Line of Credit

11 Risks Associated with Foreign Investments

12 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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


		25

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Notes to Financial Statements — continued

At October 31, 2012, the hierarchy of inputs used in valuing the Fund’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3*		Total

Common Stocks
Consumer Discretionary	$	77,437,775	$	18,308,480		$	—	$	95,746,255
Consumer Staples		15,887,785		47,301,954			—		63,189,739
Energy		41,974,740		44,019,950			—		85,994,690
Financials		83,284,963		40,056,336			—		123,341,299
Health Care		49,433,975		29,907,621			—		79,341,596
Industrials		59,409,340		12,062,969			—		71,472,309
Information Technology		93,970,435		—			—		93,970,435
Materials		35,682,520		7,572,713			—		43,255,233
Telecommunication Services		9,962,500		18,245,436			—		28,207,936
Utilities		11,105,350		32,092,635			—		43,197,985

Total Common Stocks	$	478,149,383	$	249,568,094	**	$	—	$	727,717,477

Preferred Stocks
Consumer Staples	$	—	$	1,216,516		$	—	$	1,216,516
Financials		68,464,697		86,864,525			0		155,329,222
Industrials		—		5,056,542			—		5,056,542
Telecommunication Services		—		2,074,170			—		2,074,170
Utilities		2,632,084		19,219,656			—		21,851,740

Total Preferred Stocks	$	71,096,781	$	114,431,409	**	$	0	$	185,528,190

Corporate Bonds & Notes	$	—	$	45,749,671		$	—	$	45,749,671
Short-Term Investments		—		3,356,047			—		3,356,047

Total Investments	$	549,246,164	$	413,105,221		$	0	$	962,351,385

Forward Foreign Currency Exchange Contracts	$	—	$	1,767		$	—	$	1,767

Total	$	549,246,164	$	413,106,988		$	0	$	962,353,152

Liability Description
Forward Foreign Currency Exchange Contracts	$	—	$	(2,294	)	$	—	$	(2,294	)

Total	$	—	$	(2,294	)	$	—	$	(2,294	)

*	None of the unobservable inputs for Level 3 assets, individually or collectively, had a material impact on the Fund.

**	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.

Level 3 investments at the beginning and/or end of the year in relation to net assets were not significant and accordingly, a reconciliation of Level 3 assets for the year ended October 31, 2012 is not presented. At October 31, 2012, there were no investments transferred between Level 1 and Level 2 during the year then ended.


		26

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Tax-Managed Global Dividend Income Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed Global Dividend Income Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), including the portfolio of investments, as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Tax-Managed Global Dividend Income Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2012


		27

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Federal Tax Information (Unaudited)

Qualified Dividend Income. The Fund designates approximately $58,457,948, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2012 ordinary income dividends, 43.08% qualifies for the corporate dividends received deduction.


		28

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Management and Organization


Name and Year of Birth	Position(s) with the Trust	Length of Service	Principal Occupation(s) and Directorships 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 187 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust. Directorships in the Last Five Years.⁽¹⁾ Director of EVC and Hexavest Inc.


Noninterested Trustees

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

Benjamin C. Esty 1963	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾None.

Ronald A. Pearlman 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.


		29

Eaton Vance

Tax-Managed Global Dividend Income Fund

October 31, 2012

Management and Organization — continued


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

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Since 1998	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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
Name and Year of Birth	Position(s) with the Trust	Length of Service	Principal Occupation(s) During Past Five Years

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

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

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

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

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

⁽¹⁾


		30

Eaton Vance Funds

IMPORTANT NOTICES

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


		31

This Page Intentionally Left Blank

Investment Adviser and Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

LOGO

1857-12/12 TMDISRC

Eaton Vance

Tax-Managed International

Equity Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

Tax-Managed International Equity Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			18 and 35

Federal Tax Information			19

Special Meeting of Shareholders Notice			36

Management and Organization			37

Important Notices			40

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

Beginning in mid-December 2011, however, an equity rally took hold and continued into early April 2012. U.S. stocks were generally fueled by stronger economic growth and falling unemployment. European stocks continued to underperform U.S. issues, but nonetheless moved higher, aided by the Long Term Refinancing Operation announced by the European Central Bank (ECB) and what the markets perceived as a successful restructuring of Greek debt. Then in May 2012, the third annual mid-year economic slowdown arrived. As U.S. stock prices decreased, stock prices overseas fell even harder. Contributing factors included renewed concerns over Europe and slowing growth in China.

But despite a slowdown in consumer spending, weakening employment data and downward revisions of growth expectations, global equities moved upward intermittently from June through mid-October 2012. Hunting for yield in a low interest-rate environment, investors were driven to stocks that offered better yields than bonds. Ongoing action by the ECB also helped the market, particularly the Outright Monetary Transactions program to support sovereign debt.

Additional factors led U.S. stocks to generally outperform their non-U.S. counterparts. First, investors anticipated that worsening economic news would prompt the U.S. Federal Reserve to initiate another round of quantitative easing to stimulate the economy — which it did in September 2012. Finally, in an increasingly global marketplace, a case could be made that the U.S. market was relatively attractive versus many other world markets for much of the period. Amid ongoing European turmoil and a slowdown in Chinese growth, the U.S. market was one of the few places investors could find an economy that was growing (albeit slowly); a liquid, transparent and generally well regulated market; and an opportunity to find companies with large cash reserves and solid profit growth.

In the final weeks of the period, however, stocks gave back some of their gains as the market seemed to have come full circle; amid uncertainty about the upcoming U.S. elections,

investors once again worried about a Congressional deadlock on tax policy — an impasse that has left the United States rushing toward a fiscal cliff that could drag down the global economy.

Fund Performance

For the fiscal year ended October 31, 2012, Eaton Vance Tax-Managed International Equity Fund (the Fund) had a total return of 9.34% for Class A shares at net asset value (NAV). By comparison, the Fund’s benchmark, the MSCI EAFE Index (the Index), returned 4.61% during the same period.

At the country level, contributors to the Fund’s performance relative to the Index were the Fund’s underweight position in Japan, which underperformed the Index, and its overweight position in Singapore, which outperformed the Index. At the sector level, notable Fund performance contributors versus the Index included the Fund’s overweight position in consumer staples, which outperformed the Index, and its underweight position in materials, which underperformed the Index.

In terms of detractors from the Fund’s relative performance versus the Index, an overweight position in Israel, which underperformed the Index, was a source of weakness. The Fund’s exposure to China and Brazil, neither of which is included in the Index, also detracted from relative performance versus the Index. At the sector level, the Fund’s exposure to the energy sector, which underperformed the Index, hurt relative Fund performance versus the Index.

Continued European debt woes, along with uncertainty regarding U.S. tax and spending policies, continue to concern investors. Will policymakers and banks finally be able to resolve the European fiscal crisis? Will the Fed’s latest round of quantitative easing help prevent a slowdown in U.S. growth? Time will tell.

The Fund adjusts its country, sector and individual stock weightings in an effort to seek broad exposure and diversification.⁷ We believe Parametric’s broadly diversified and disciplined investment process offers a compelling means to potentially take advantage of volatile markets without relying on forecasts of economic and political trends.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Performance^2,3

Portfolio Managers David Stein, Ph.D and Thomas Seto, each of Parametric Portfolio Associates LLC


% Average Annual Total Returns	Inception Date		One Year			Five Years			Ten Years			Since Inception
Class A at NAV		04/22/1998		9.34	%		–9.32	%		5.76	%		—
Class A with 5.75% Maximum Sales Charge		—		3.05			–10.39			5.12			—
Class B at NAV		04/22/1998		8.50			–9.99			4.98			—
Class B with 5% Maximum Sales Charge		—		3.50			–10.34			4.98			—
Class C at NAV		04/22/1998		8.44			–10.01			4.98			—
Class C with 1% Maximum Sales Charge		—		7.44			–10.01			4.98			—
Class I at NAV		09/02/2008		9.46			—			—			–5.28	%
MSCI EAFE Index		—		4.61	%		–5.81	%		7.72	%		—


% After-Tax Returns with Maximum Sales Charge	Inception Date		One Year			Five Years			Ten Years			Since Inception
Class A After Taxes on Distributions		04/22/1998		3.32	%		–10.28	%		5.25	%		—
Class A After Taxes on Distributions and Sales of Fund Shares		—		2.73			–8.21			4.78			—
Class B After Taxes on Distributions		04/22/1998		3.60			–10.22			5.11			—
Class B After Taxes on Distributions and Sales of Fund Shares		—		2.54			–8.28			4.55			—
Class C After Taxes on Distributions		04/22/1998		7.58			–9.90			5.12			—
Class C After Taxes on Distributions and Sales of Fund Shares		—		5.21			–8.00			4.58			—
Class I After Taxes on Distributions		09/02/2008		9.82			—			—			–5.15	%
Class I After Taxes on Distributions and Sales of Fund Shares		—		7.13			—			—			–4.06


% Total Annual Operating Expense Ratios⁴			Class A			Class B			Class C			Class I
				1.56	%		2.31	%		2.31	%		1.31	%

Performance 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.

LOGO


Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Class B	$10,000	10/31/2002	$16,258	N.A.
Class C	$10,000	10/31/2002	$16,262	N.A.
Class I	$250,000	09/02/2008	$199,473	N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Fund Profile⁵

Sector Allocation (% of net assets)⁶

LOGO

Geographic Allocation (% of net assets)⁶

LOGO

Top 10 Holdings (% of net assets)⁶


Royal Dutch Shell PLC, Class A	2.4	%
Nestle SA	1.8
SAP AG	1.7
ENI SpA	1.6
Anheuser-Busch InBev NV	1.4
Novo Nordisk A/S, Class B	1.3
L’Oreal SA	1.1
DBS Group Holdings, Ltd.	1.1
ASML Holding NV	1.1
AstraZeneca PLC	1.0

Total	14.5	%

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Endnotes and Additional Disclosures

MSCI World Index is an unmanaged index of equity securities in the developed markets. MSCI EAFE Index is an unmanaged index of equities in the developed markets, excluding the U.S. and Canada. MSCI indices are net of foreign withholding taxes. Source: MSCI. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder. 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.

⁴	Source: Fund prospectus.

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

⁶	Excludes cash and cash equivalents.

⁷	Diversification cannot guarantee a profit or eliminate the risk of a loss.

Fund profile subject to change due to active management.

Important Notice to Shareholders


		5

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)		Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	1,026.70	$	9.22		1.81	%
Class B	$	1,000.00	$	1,022.60	$	12.96		2.55	%
Class C	$	1,000.00	$	1,021.70	$	13.01		2.56	%
Class I	$	1,000.00	$	1,026.70	$	7.95		1.56	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,016.00	$	9.17		1.81	%
Class B	$	1,000.00	$	1,012.30	$	12.90		2.55	%
Class C	$	1,000.00	$	1,012.30	$	12.95		2.56	%
Class I	$	1,000.00	$	1,017.30	$	7.91		1.56	%


		6

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investment in Tax-Managed International Equity Portfolio, at value (identified cost, $42,346,922)	$	43,857,833
Receivable for Fund shares sold		9,990
Miscellaneous receivable		111,045
Total assets	$	43,978,868

Liabilities
Payable for Fund shares redeemed	$	215,219
Payable to affiliates:
Distribution and service fees		17,337
Trustees’ fees		42
Accrued expenses		52,872
Total liabilities	$	285,470
Net Assets	$	43,693,398

Sources of Net Assets
Paid-in capital	$	94,417,168
Accumulated net realized loss from Portfolio		(53,029,122	)
Accumulated undistributed net investment income		794,441
Net unrealized appreciation from Portfolio		1,510,911
Total	$	43,693,398

Class A Shares
Net Assets	$	28,997,925
Shares Outstanding		3,425,491
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	8.47
Maximum Offering Price Per Share
(100 ÷ 94.25 of net asset value per share)	$	8.99

Class B Shares
Net Assets	$	1,288,066
Shares Outstanding		157,939
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	8.16

Class C Shares
Net Assets	$	11,488,304
Shares Outstanding		1,433,439
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	8.01

Class I Shares
Net Assets	$	1,919,103
Shares Outstanding		226,776
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	8.46

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

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


		7		See Notes to Financial Statements.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Dividends allocated from Portfolio (net of foreign taxes, $166,412)	$	1,722,739
Interest allocated from Portfolio		1,019
Miscellaneous income		54,052
Expenses allocated from Portfolio		(489,770	)
Total investment income	$	1,288,040

Expenses
Distribution and service fees
Class A	$	78,066
Class B		15,664
Class C		128,207
Trustees’ fees and expenses		500
Custodian fee		16,692
Transfer and dividend disbursing agent fees		98,705
Legal and accounting services		28,627
Printing and postage		62,971
Registration fees		51,106
Miscellaneous		13,027
Total expenses	$	493,565

Net investment income	$	794,475

Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	683,116
Foreign currency transactions		(30,933	)
Net realized gain	$	652,183
Change in unrealized appreciation (depreciation) —
Investments	$	2,438,815
Foreign currency		(21,857	)
Net change in unrealized appreciation (depreciation)	$	2,416,958

Net realized and unrealized gain	$	3,069,141

Net increase in net assets from operations	$	3,863,616


		8		See Notes to Financial Statements.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	794,475		$	590,675
Net realized gain (loss) from investment and foreign currency transactions		652,183			(2,375,863	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		2,416,958			(4,129,021	)
Net increase (decrease) in net assets from operations	$	3,863,616		$	(5,914,209	)
Distributions to shareholders —
From net investment income
Class A	$	(491,956	)	$	(930,902	)
Class B		(9,103	)		(27,883	)
Class C		(92,300	)		(201,093	)
Class I		(35,627	)		(10,987	)
Total distributions to shareholders	$	(628,986	)	$	(1,170,865	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	1,631,116		$	6,153,293
Class B		8,566			98,247
Class C		764,122			955,608
Class I		967,221			2,508,016
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		451,687			793,055
Class B		8,111			24,457
Class C		79,533			165,091
Class I		29,822			3,767
Cost of shares redeemed
Class A		(11,982,861	)		(40,265,619	)
Class B		(446,894	)		(570,640	)
Class C		(4,260,595	)		(5,669,562	)
Class I		(1,237,666	)		(692,191	)
Net asset value of shares exchanged
Class A		407,344			586,653
Class B		(407,344	)		(586,653	)
Redemption fees		—			970
Net decrease in net assets from Fund share transactions	$	(13,987,838	)	$	(36,495,508	)

Net decrease in net assets	$	(10,753,208	)	$	(43,580,582	)

Net Assets
At beginning of year	$	54,446,606		$	98,027,188
At end of year	$	43,693,398		$	54,446,606

Accumulated undistributed net investment income included in net assets
At end of year	$	794,441		$	506,793


		9		See Notes to Financial Statements.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Financial Highlights


	Class A
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	7.870		$	8.870		$	8.600		$	7.530		$	14.970

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.150		$	0.091		$	0.080		$	0.121		$	0.205
Net realized and unrealized gain (loss)		0.567			(0.936	)		0.340			1.078			(7.470	)

Total income (loss) from operations	$	0.717		$	(0.845	)	$	0.420		$	1.199		$	(7.265	)

Less Distributions
From net investment income	$	(0.117	)	$	(0.155	)	$	(0.151	)	$	(0.129	)	$	(0.176	)

Total distributions	$	(0.117	)	$	(0.155	)	$	(0.151	)	$	(0.129	)	$	(0.176	)

Redemption fees⁽¹⁾	$	—		$	0.000	⁽²⁾	$	0.001		$	0.000	⁽²⁾	$	0.001

Net asset value — End of year	$	8.470		$	7.870		$	8.870		$	8.600		$	7.530

Total Return⁽³⁾		9.34	%		(9.74	)%		4.89	%		16.22	%		(49.06	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	28,998		$	36,350		$	73,731		$	76,284		$	92,173
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.86	%		1.77	%		1.68	%		1.73	%⁽⁶⁾		1.54	%
Net investment income		1.89	%		1.02	%		0.95	%		1.67	%		1.67	%
Portfolio Turnover of the Portfolio		117	%		41	%		72	%		57	%		34	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Amount is less than $0.0005.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁶⁾	The investment adviser of the Portfolio waived a portion of its investment adviser fee (equal to less than 0.005% of average daily net assets for the year ended October 31, 2009). All of the waiver was borne by the sub-adviser of the Portfolio.


		10		See Notes to Financial Statements.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Financial Highlights — continued


	Class B
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	7.560		$	8.510		$	8.250		$	7.140		$	14.200

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.083		$	0.024		$	0.017		$	0.066		$	0.098
Net realized and unrealized gain (loss)		0.554			(0.898	)		0.315			1.044			(7.094	)

Total income (loss) from operations	$	0.637		$	(0.874	)	$	0.332		$	1.110		$	(6.996	)

Less Distributions
From net investment income	$	(0.037	)	$	(0.076	)	$	(0.073	)	$	—		$	(0.065	)

Total distributions	$	(0.037	)	$	(0.076	)	$	(0.073	)	$	—		$	(0.065	)

Redemption fees⁽¹⁾	$	—		$	0.000	⁽²⁾	$	0.001		$	0.000	⁽²⁾	$	0.001

Net asset value — End of year	$	8.160		$	7.560		$	8.510		$	8.250		$	7.140

Total Return⁽³⁾		8.50	%		(10.39	)%		4.15	%		15.41	%		(49.47	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	1,288		$	2,019		$	3,319		$	5,775		$	9,717
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		2.60	%		2.53	%		2.43	%		2.49	%⁽⁶⁾		2.29	%
Net investment income		1.08	%		0.29	%		0.21	%		0.95	%		0.82	%
Portfolio Turnover of the Portfolio		117	%		41	%		72	%		57	%		34	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Amount is less than $0.0005.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁶⁾	The investment adviser of the Portfolio waived a portion of its investment adviser fee (equal to less than 0.005% of average daily net assets for the year ended October 31, 2009). All of the waiver was borne by the sub-adviser of the Portfolio.


		11		See Notes to Financial Statements.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	7.440		$	8.390		$	8.150		$	7.100		$	14.150

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.087		$	0.025		$	0.017		$	0.063		$	0.105
Net realized and unrealized gain (loss)		0.534			(0.886	)		0.314			1.024			(7.060	)

Total income (loss) from operations	$	0.621		$	(0.861	)	$	0.331		$	1.087		$	(6.955	)

Less Distributions
From net investment income	$	(0.051	)	$	(0.089	)	$	(0.092	)	$	(0.037	)	$	(0.096	)

Total distributions	$	(0.051	)	$	(0.089	)	$	(0.092	)	$	(0.037	)	$	(0.096	)

Redemption fees⁽¹⁾	$	—		$	0.000	⁽²⁾	$	0.001		$	0.000	⁽²⁾	$	0.001

Net asset value — End of year	$	8.010		$	7.440		$	8.390		$	8.150		$	7.100

Total Return⁽³⁾		8.44	%		(10.40	)%		4.07	%		15.40	%		(49.46	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	11,488		$	14,022		$	20,359		$	25,599		$	29,444
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		2.61	%		2.53	%		2.43	%		2.48	%⁽⁶⁾		2.29	%
Net investment income		1.16	%		0.29	%		0.21	%		0.91	%		0.90	%
Portfolio Turnover of the Portfolio		117	%		41	%		72	%		57	%		34	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Amount is less than $0.0005.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁶⁾	The investment adviser of the Portfolio waived a portion of its investment adviser fee (equal to less than 0.005% of average daily net assets for the year ended October 31, 2009). All of the waiver was borne by the sub-adviser of the Portfolio.


		12		See Notes to Financial Statements.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31,												Period Ended October 31, 2008⁽¹⁾
	2012			2011			2010			2009			Period Ended October 31, 2008⁽¹⁾
Net asset value — Beginning of period	$	7.880		$	8.870		$	8.600		$	7.530		$	11.490

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.172		$	0.115		$	0.077		$	0.157		$	0.003
Net realized and unrealized gain (loss)		0.552			(0.920	)		0.363			1.072			(3.963	)

Total income (loss) from operations	$	0.724		$	(0.805	)	$	0.440		$	1.229		$	(3.960	)

Less Distributions
From net investment income	$	(0.144	)	$	(0.185	)	$	(0.171	)	$	(0.159	)	$	—

Total distributions	$	(0.144	)	$	(0.185	)	$	(0.171	)	$	(0.159	)	$	—

Redemption fees⁽²⁾	$	—		$	0.000	⁽³⁾	$	0.001		$	0.000	⁽³⁾	$	0.000	⁽³⁾

Net asset value — End of period	$	8.460		$	7.880		$	8.870		$	8.600		$	7.530

Total Return⁽⁴⁾		9.46	%		(9.33	)%		5.13	%		16.69	%		(34.46	)%⁽⁵⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	1,919		$	2,055		$	618		$	1,253		$	101
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		1.61	%		1.52	%		1.43	%		1.48	%⁽⁹⁾		1.23	%⁽⁸⁾
Net investment income		2.16	%		1.33	%		0.94	%		2.11	%		0.25	%⁽⁸⁾
Portfolio Turnover of the Portfolio		117	%		41	%		72	%		57	%		34	%⁽¹⁰⁾

⁽¹⁾

For the period from the start of business, September 2, 2008, to October 31, 2008.

⁽²⁾

Computed using average shares outstanding.

⁽³⁾

Amount is less than $0.0005.

⁽⁴⁾

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁵⁾

Not annualized.

⁽⁶⁾

Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁷⁾

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

⁽⁸⁾

Annualized.

⁽⁹⁾

The investment adviser of the Portfolio waived a portion of its investment adviser fee (equal to less than 0.005% of average daily net assets for the year ended October 31, 2009). All of the waiver was borne by the sub-adviser of the Portfolio.

⁽¹⁰⁾	For the Portfolio’s year ended October 31, 2008.


		13		See Notes to Financial Statements.

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Tax-Managed International Equity Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Beginning January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Tax-Managed International Equity Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (42.5% at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

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

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

C Federal Taxes — The Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary. At October 31, 2012, the Fund, for federal income tax purposes, had a capital loss carryforward of $51,153,850 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. The capital loss carryforward will expire on October 31, 2016 ($11,851,312), October 31, 2017 ($36,830,557) and October 31, 2019 ($2,471,981). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2012.

During the year ended October 31, 2012, a capital loss carryforward of $718,288 was utilized to offset net realized gains by the Fund.


		14

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Notes to Financial Statements — continued

remaining shareholders. The redemption fee was accounted for as an addition to paid-in capital. Effective January 1, 2011, Class A and Class I shares are no longer subject to a redemption fee.

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

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Ordinary income	$	628,986	$	1,170,865

During the year ended October 31, 2012, accumulated net realized loss was increased by $122,159 and accumulated undistributed net investment income was increased by $122,159 due to differences between book and tax accounting, primarily for foreign currency gain (loss) and investments in passive foreign investment companies (PFICs). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	937,853
Capital loss carryforward	$	(51,153,850	)
Net unrealized depreciation	$	(507,773	)

3 Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator to the Fund, but receives no compensation. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $8,917 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $1,454 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

4 Distribution Plans


		15

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Notes to Financial Statements — continued

the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 5% and 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, respectively, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2012, the Fund paid or accrued to EVD $11,748 and $96,155 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2012, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $4,560,000 and $11,108,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $3,916 and $32,052 for Class B and Class C shares, respectively.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $200, $3,000 and $200 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investment in the Portfolio aggregated $971,073 and $16,168,834, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2012			2011

Sales		201,838			681,623
Issued to shareholders electing to receive payments of distributions in Fund shares		61,287			88,116
Redemptions		(1,508,791	)		(4,534,211	)
Exchange from Class B shares		51,663			67,548

Net decrease		(1,194,003	)		(3,696,924	)


		16

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Notes to Financial Statements — continued


	Year Ended October 31,
Class B	2012			2011

Sales		1,168			11,289
Issued to shareholders electing to receive payments of distributions in Fund shares		1,134			2,814
Redemptions		(58,033	)		(66,977	)
Exchange to Class A shares		(53,498	)		(70,197	)

Net decrease		(109,229	)		(123,071	)


	Year Ended October 31,
Class C	2012			2011

Sales		99,619			111,126
Issued to shareholders electing to receive payments of distributions in Fund shares		11,329			19,286
Redemptions		(561,580	)		(672,865	)

Net decrease		(450,632	)		(542,453	)


	Year Ended October 31,
Class I	2012			2011

Sales		120,894			268,181
Issued to shareholders electing to receive payments of distributions in Fund shares		4,058			419
Redemptions		(159,158	)		(77,266	)

Net increase (decrease)		(34,206	)		191,334

For the year ended October 31, 2011, the Fund received $970 in redemption fees.

8. Subsequent Event

Effective December 1, 2012, EVM and Parametric have agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 1.50%, 2.25%, 2.25% and 1.25% of the Fund’s average daily net assets for Class A, Class B, Class C and Class I, respectively. This agreement may be changed or terminated after February 28, 2014.


		17

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed International Equity Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Tax-Managed International Equity Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 18, 2012


		18

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Federal Tax Information (Unaudited)

Qualified Dividend Income. The Fund designates $1,661,171 or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Foreign Tax Credit. The Fund paid foreign taxes of $162,556 and recognized foreign source income of $1,888,872.


		19

Tax-Managed International Equity Portfolio

October 31, 2012

Portfolio of Investments


Common Stocks — 99.0%


Security	Shares		Value


Aerospace & Defense — 2.3%
BAE Systems PLC		119,985	$	605,594
Elbit Systems, Ltd.		4,016		141,289
European Aeronautic Defence and Space Co. NV		12,580		447,721
Rolls-Royce Holdings PLC		59,307		819,586
Rolls-Royce Holdings PLC, PFC Shares⁽¹⁾		4,507,332		7,274
Safran SA		4,673		186,143
Singapore Technologies Engineering, Ltd.		52,000		149,660

			$	2,357,267


Air Freight & Logistics — 0.3%
Deutsche Post AG		13,649	$	270,604
Yamato Holdings Co., Ltd.		3,200		48,748

			$	319,352


Airlines — 0.7%
Cathay Pacific Airways, Ltd.		89,000	$	161,196
Deutsche Lufthansa AG		9,221		141,073
International Consolidated Airlines Group SA⁽¹⁾		17,117		45,058
Singapore Airlines, Ltd.		47,000		407,329

			$	754,656


Auto Components — 1.3%
Bridgestone Corp.		2,300	$	53,726
Compagnie Generale des Etablissements Michelin, Class B		3,717		320,423
Continental AG		1,095		110,212
NGK Spark Plug Co., Ltd.		9,000		100,787
Nokian Renkaat Oyj		7,801		324,886
Pirelli & C. SpA		30,451		353,738
Sumitomo Rubber Industries, Ltd.		7,200		84,882

			$	1,348,654


Automobiles — 1.8%
Bayerische Motoren Werke AG		8,312	$	664,511
Daihatsu Motor Co., Ltd.		20,000		350,026
Daimler AG		6,322		296,153
Honda Motor Co., Ltd.		7,000		210,442
Porsche Automobil Holding SE, PFC Shares		819		54,590
Volkswagen AG, PFC Shares		1,508		313,099

			$	1,888,821


Security	Shares		Value


Beverages — 2.5%
Anheuser-Busch InBev NV		16,899	$	1,413,282
Carlsberg A/S, Class B		712		61,459
Coca-Cola Amatil, Ltd.		14,713		205,272
Coca-Cola Hellenic Bottling Co. SA		8,092		173,307
Diageo PLC		4,632		132,422
Heineken Holding NV		3,202		162,686
Heineken NV		7,054		435,322

			$	2,583,750


Biotechnology — 0.7%
Actelion, Ltd.⁽¹⁾		5,582	$	269,429
CSL, Ltd.		5,507		271,609
Grifols SA⁽¹⁾		6,311		219,186

			$	760,224


Building Products — 0.0%⁽²⁾
Geberit AG		236	$	48,745

			$	48,745


Chemicals — 4.6%
Air Liquide SA		8,048	$	950,082
Air Water, Inc.		4,000		50,121
Akzo Nobel NV		10,515		572,311
Croda International PLC		1,406		50,060
Givaudan SA⁽¹⁾		157		157,045
Israel Chemicals, Ltd.		16,489		206,288
Israel Corp., Ltd.		213		144,749
Kansai Paint Co., Ltd.		18,000		193,900
Koninklijke DSM NV		6,935		356,625
Linde AG		3,838		645,868
Novozymes A/S, Class B		20,149		556,696
Orica, Ltd.		15,853		412,951
Solvay SA		2,611		314,370
Yara International ASA		1,858		87,565

			$	4,698,631


Commercial Banks — 10.7%
Aozora Bank, Ltd.		34,000	$	95,881
Australia and New Zealand Banking Group, Ltd.		10,697		282,200
Bank Hapoalim B.M.⁽¹⁾		62,876		247,360
Bank Leumi Le-Israel B.M.⁽¹⁾		89,574		288,720
Bank of East Asia, Ltd.		62,800		231,596
Bank of Kyoto, Ltd. (The)		17,000		146,119
Bank of Yokohama, Ltd. (The)		63,000		289,929


		20		See Notes to Financial Statements.

Tax-Managed International Equity Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Commercial Banks (continued)
Bankia SA⁽¹⁾		12,698	$	19,166
BOC Hong Kong (Holdings), Ltd.		144,000		442,438
CaixaBank SA		50,803		192,941
Chiba Bank, Ltd. (The)		34,000		198,600
Chugoku Bank, Ltd. (The)		19,000		261,487
Commonwealth Bank of Australia		14,132		846,302
Danske Bank A/S⁽¹⁾		3,080		48,183
DBS Group Holdings, Ltd.		98,300		1,116,337
Gunma Bank, Ltd. (The)		39,000		188,152
Hachijuni Bank, Ltd. (The)		30,000		154,974
Hang Seng Bank, Ltd.		54,700		839,073
Hiroshima Bank, Ltd. (The)		36,000		128,058
Israel Discount Bank, Ltd., Series A⁽¹⁾		36,415		51,369
Iyo Bank, Ltd. (The)		18,000		139,172
Joyo Bank, Ltd. (The)		12,000		58,074
Mizrahi Tefahot Bank, Ltd.⁽¹⁾		15,499		140,739
Mizuho Financial Group, Inc.		92,200		144,263
National Australia Bank, Ltd.		10,650		284,618
Nishi-Nippon City Bank, Ltd. (The)		47,000		107,170
Nordea Bank AB		74,611		678,188
Oversea-Chinese Banking Corp., Ltd.		108,000		802,695
Raiffeisen International Bank-Holding AG		11,757		470,935
Seven Bank, Ltd.		23,200		66,329
Shizuoka Bank, Ltd. (The)		37,000		378,435
Skandinaviska Enskilda Banken AB, Class A		37,554		311,615
Suruga Bank, Ltd.		14,000		168,126
Swedbank AB, Class A		11,599		215,446
United Overseas Bank, Ltd.		33,000		492,121
Westpac Banking Corp.		15,292		404,289
Wing Hang Bank, Ltd.		10,500		111,215

			$	11,042,315


Commercial Services & Supplies — 0.5%
Serco Group PLC		28,822	$	263,827
Societe BIC SA		2,060		251,368

			$	515,195


Communications Equipment — 0.4%
Alcatel-Lucent⁽¹⁾		265,623	$	271,595
Nokia Oyj		26,551		71,382
Telefonaktiebolaget LM Ericsson, Class B		11,670		103,385

			$	446,362


Security	Shares		Value


Computers & Peripherals — 0.1%
Gemalto NV		562	$	50,760

			$	50,760


Construction & Engineering — 0.8%
ACS Actividades de Construccion y Servicios SA		5,068	$	108,306
Ferrovial SA		28,385		401,656
Fomento de Construcciones y Contratas SA		1,918		25,128
Skanska AB		17,255		270,301

			$	805,391


Construction Materials — 0.6%
CRH PLC		17,461	$	325,014
Fletcher Building, Ltd.		30,881		178,614
Imerys SA		879		49,450
James Hardie Industries SE CDI		5,348		51,157

			$	604,235


Containers & Packaging — 1.0%
Amcor, Ltd.		86,114	$	705,472
Rexam PLC		47,083		339,967

			$	1,045,439


Diversified Consumer Services — 0.1%
Benesse Holdings, Inc.		1,100	$	52,985

			$	52,985


Diversified Financial Services — 0.9%
Groupe Bruxelles Lambert SA		7,642	$	564,969
Investor AB, Class B		10,797		238,335
Pohjola Bank PLC, Class A		8,056		109,896

			$	913,200


Diversified Telecommunication Services — 5.2%
Belgacom SA		11,898	$	347,851
Bezeq Israeli Telecommunication Corp., Ltd.		79,936		97,385
Chorus, Ltd.		19,838		55,108
Deutsche Telekom AG		13,301		151,744
Elisa Oyj		13,791		295,940
France Telecom SA		3,863		43,179
Iliad SA		316		48,693
Koninklijke KPN NV		71,881		453,112
Portugal Telecom SGPS SA		20,164		101,401
Singapore Telecommunications, Ltd.		244,000		642,699
Swisscom AG		1,156		481,198


		21		See Notes to Financial Statements.

Tax-Managed International Equity Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Diversified Telecommunication Services (continued)
TDC A/S		14,081	$	97,085
Telecom Corporation of New Zealand, Ltd.		83,532		165,132
Telecom Italia SpA		46,235		42,657
Telecom Italia SpA, PFC Shares		124,288		99,526
Telefonica SA		43,216		570,399
Telekom Austria AG		1,187		7,478
Telenor ASA		42,114		828,303
TeliaSonera AB		89,068		585,553
Telstra Corp., Ltd.		56,147		241,292

			$	5,355,735


Electric Utilities — 2.9%
Cheung Kong Infrastructure Holdings, Ltd.		50,000	$	293,265
CLP Holdings, Ltd.		47,000		400,458
Contact Energy, Ltd.⁽¹⁾		23,324		106,209
EDF SA		2,363		50,004
EDP-Energias de Portugal SA		87,007		236,496
Enel SpA		33,088		124,601
Fortum Oyj		6,801		125,873
Iberdrola SA		26,296		136,186
Power Assets Holdings, Ltd.		76,000		645,813
Red Electrica Corp. SA		5,529		259,419
SSE PLC		2,331		54,520
Terna Rete Elettrica Nazionale SpA		113,704		427,502
Verbund AG		5,638		131,465

			$	2,991,811


Electronic Equipment, Instruments & Components — 1.1%
Hamamatsu Photonics K.K.		9,200	$	318,967
Hirose Electric Co., Ltd.		500		53,518
Hoya Corp.		2,400		48,606
Keyence Corp.		2,500		663,722
Yokogawa Electric Corp.		5,100		58,054

			$	1,142,867


Energy Equipment & Services — 1.2%
Aker Solutions ASA		14,269	$	281,191
Saipem SpA		8,756		394,537
Seadrill, Ltd.		7,973		323,068
Subsea 7 SA		10,099		221,391
Tenaris SA		3,381		63,375

			$	1,283,562


Security	Shares		Value


Food & Staples Retailing — 3.2%
Carrefour SA		7,633	$	184,342
Colruyt SA		7,459		341,012
Delhaize Group SA		299		11,448
Distribuidora Internacional de Alimentacion SA		10,918		66,143
Jeronimo Martins SGPS SA		15,466		270,748
Kesko Oyj, Class B		2,175		68,013
Koninklijke Ahold NV		48,448		616,963
Lawson, Inc.		1,700		124,933
Tesco PLC		91,836		475,199
Wesfarmers, Ltd.		3,101		111,789
Wesfarmers, Ltd., PPS		2,530		94,808
WM Morrison Supermarkets PLC		137,276		594,371
Woolworths, Ltd.		11,077		337,869

			$	3,297,638


Food Products — 3.2%
Associated British Foods PLC		5,547	$	124,134
Kerry Group PLC, Class A		13,533		707,523
Nestle SA		29,445		1,869,409
Parmalat SpA		4,696		10,643
Unilever PLC		15,225		567,940
Yakult Honsha Co., Ltd.		1,500		69,881

			$	3,349,530


Gas Utilities — 1.9%
APA Group		9,919	$	53,092
Enagas		17,193		342,013
Hong Kong & China Gas Co., Ltd.		246,400		655,685
Snam Rete Gas SpA		117,981		522,815
Toho Gas Co., Ltd.		33,000		200,009
Tokyo Gas Co., Ltd.		30,000		158,968

			$	1,932,582


Health Care Equipment & Supplies — 1.4%
Coloplast A/S		3,072	$	673,831
Essilor International SA		3,907		352,308
Sonova Holding AG⁽¹⁾		2,191		220,626
Sysmex Corp.		1,700		79,935
William Demant Holding A/S⁽¹⁾		1,810		155,666

			$	1,482,366


Health Care Providers & Services — 0.3%
Fresenius Medical Care AG & Co. KGaA		705	$	49,536
Miraca Holdings, Inc.		1,300		54,900


		22		See Notes to Financial Statements.

Tax-Managed International Equity Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Health Care Providers & Services (continued)
Suzuken Co., Ltd.		5,000	$	157,834

			$	262,270


Hotels, Restaurants & Leisure — 1.6%
Autogrill SpA		7,979	$	81,675
Compass Group PLC		23,593		259,240
Crown, Ltd.		5,308		53,499
McDonald’s Holdings Co. (Japan), Ltd.		7,500		208,397
OPAP SA		23,076		147,494
Oriental Land Co., Ltd.		3,400		463,777
Sky City Entertainment Group, Ltd.		17,644		56,275
Sodexo		1,273		98,066
Tabcorp Holdings, Ltd.		17,246		50,788
Tatts Group, Ltd.		20,688		60,085
Whitbread PLC		5,656		214,945

			$	1,694,241


Household Durables — 0.2%
Rinnai Corp.		3,100	$	211,731

			$	211,731


Household Products — 1.1%
Henkel AG & Co. KGaA		8,281	$	536,185
Svenska Cellulosa AB, Class B		9,463		184,492
Unicharm Corp.		7,000		378,735

			$	1,099,412


Independent Power Producers & Energy Traders — 0.1%
Electric Power Development Co., Ltd.		1,800	$	46,105
Enel Green Power SpA		30,966		52,743

			$	98,848


Industrial Conglomerates — 1.2%
Delek Group, Ltd.		342	$	65,033
Fraser and Neave, Ltd.		8,000		59,937
Hopewell Holdings, Ltd.		51,500		185,797
Orkla ASA		52,718		417,612
Siemens AG		5,077		511,553

			$	1,239,932


Insurance — 1.8%
Baloise Holding AG		1,801	$	150,322
Gjensidige Forsikring ASA		6,519		95,191
Hannover Rueckversicherung AG		2,449		172,540


Security	Shares		Value


Insurance (continued)
Resolution, Ltd.		13,759	$	48,509
Sampo Oyj		12,347		387,123
Swiss Reinsurance Co., Ltd.		7,258		502,235
Tryg A/S		2,912		190,134
Vienna Insurance Group		1,893		81,340
Zurich Insurance Group AG⁽¹⁾		830		204,611

			$	1,832,005


Internet & Catalog Retail — 0.4%
Rakuten, Inc.		42,600	$	382,940

			$	382,940


Internet Software & Services — 0.3%
United Internet AG		11,282	$	225,774
Yahoo! Japan Corp.		167		57,473

			$	283,247


IT Services — 0.5%
Amadeus IT Holding SA, Class A		10,684	$	264,668
Computershare, Ltd.		6,596		59,401
Indra Sistemas SA		7,412		84,808
ITOCHU Techno-Solutions Corp.		2,500		129,340

			$	538,217


Leisure Equipment & Products — 0.1%
Sankyo Co., Ltd.		2,800	$	126,858

			$	126,858


Life Sciences Tools & Services — 0.2%
QIAGEN NV⁽¹⁾		13,623	$	237,327

			$	237,327


Machinery — 2.0%
Atlas Copco AB, Class B		4,247	$	93,129
Kone Oyj, Class B		11,111		796,760
Scania AB, Class B		5,767		110,038
Schindler Holding AG		2,426		314,267
Schindler Holding AG PC		414		54,638
Sulzer AG		795		115,280
Wartsila Oyj		8,800		356,378
Zardoya Otis SA		16,076		198,843

			$	2,039,333


		23		See Notes to Financial Statements.

Tax-Managed International Equity Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Marine — 0.4%
A.P. Moller - Maersk A/S, Class A		22	$	145,768
A.P. Moller - Maersk A/S, Class B		37		258,247

			$	404,015


Media — 0.9%
Eutelsat Communications SA		6,017	$	192,670
Reed Elsevier NV		12,954		173,888
Reed Elsevier PLC		16,194		158,625
SES SA		2,705		74,875
Singapore Press Holdings, Ltd.		99,000		327,341

			$	927,399


Metals & Mining — 3.3%
Acerinox SA		12,749	$	133,077
BHP Billiton PLC		19,135		613,300
BHP Billiton, Ltd.		14,762		522,655
Boliden AB		32,182		563,947
Newcrest Mining, Ltd.		1,826		50,361
Norsk Hydro ASA		118,504		533,508
OZ Minerals, Ltd.		1,693		14,365
Randgold Resources, Ltd.		2,636		315,101
Rio Tinto, Ltd.		6,172		363,874
Umicore SA		5,226		268,555
Voestalpine AG		2,321		73,084

			$	3,451,827


Multi-Utilities — 1.5%
AGL Energy, Ltd.		19,720	$	297,393
Centrica PLC		149,088		780,523
E.ON AG		3,381		76,969
GDF Suez		14,024		321,883
National Grid PLC		9,583		109,290

			$	1,586,058


Multiline Retail — 1.0%
Harvey Norman Holdings, Ltd.		44,634	$	88,165
Isetan Mitsukoshi Holdings, Ltd.		5,100		49,922
Marks & Spencer Group PLC		23,568		150,001
Next PLC		9,933		572,600
PPR SA		657		115,821
Takashimaya Co., Ltd.		2,000		13,155

			$	989,664


Security	Shares		Value


Office Electronics — 0.1%
Canon, Inc.		2,000	$	64,999
Neopost SA		618		33,882

			$	98,881


Oil, Gas & Consumable Fuels — 7.9%
BP PLC		115,420	$	824,283
ENI SpA		72,015		1,657,131
Galp Energia SGPS SA, Class B		7,743		123,949
JX Holdings, Inc.		8,800		46,869
Lundin Petroleum AB⁽¹⁾		2,108		50,579
OMV AG		15,532		568,398
Origin Energy, Ltd.		24,729		291,088
Repsol SA		16,922		339,130
Royal Dutch Shell PLC, Class A		72,627		2,492,029
Statoil ASA		31,115		766,330
TonenGeneral Sekiyu K.K.		29,000		263,178
Total SA		2,178		109,706
Tullow Oil PLC		19,185		435,859
Woodside Petroleum, Ltd.		4,035		143,873

			$	8,112,402


Paper & Forest Products — 0.3%
Holmen AB, Class B		3,672	$	108,212
Stora Enso Oyj		18,840		119,174
UPM-Kymmene Oyj		4,555		48,906

			$	276,292


Personal Products — 1.5%
Beiersdorf AG		4,742	$	344,979
L’Oreal SA		9,042		1,152,380

			$	1,497,359


Pharmaceuticals — 8.1%
AstraZeneca PLC		21,712	$	1,006,889
Chugai Pharmaceutical Co., Ltd.		13,200		267,449
Dainippon Sumitomo Pharma Co., Ltd.		12,900		148,373
Elan Corp. PLC⁽¹⁾		15,731		171,202
GlaxoSmithKline PLC		7,574		169,714
Johnson & Johnson		994		70,395
Kyowa Hakko Kirin Co., Ltd.		17,000		180,952
Mitsubishi Tanabe Pharma Corp.		9,700		139,822
Novartis AG		14,467		872,368
Novo Nordisk A/S, Class B		8,373		1,342,321
Ono Pharmaceutical Co., Ltd.		5,300		320,009


		24		See Notes to Financial Statements.

Tax-Managed International Equity Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Pharmaceuticals (continued)
Orion Oyj, Class B		8,426	$	208,489
Roche Holding AG ADR		2		96
Roche Holding AG PC		5,163		994,523
Sanofi		4,986		437,908
Santen Pharmaceutical Co., Ltd.		5,800		254,072
Shire PLC		15,848		445,639
Taisho Pharmaceutical Holdings Co., Ltd.		600		48,456
Takeda Pharmaceutical Co., Ltd.		1,100		51,129
Teva Pharmaceutical Industries, Ltd. ADR		18,026		728,611
Tsumura & Co.		4,700		150,299
UCB SA		5,498		321,125

			$	8,329,841


Professional Services — 0.4%
Adecco SA⁽¹⁾		5,678	$	275,340
Experian PLC		7,587		131,262
SGS SA		7		14,840

			$	421,442


Real Estate Investment Trusts (REITs) — 1.4%
Ascendas Real Estate Investment Trust		144,000	$	277,840
Centro Retail Australia		22,983		51,242
CFS Retail Property Trust		29,212		59,189
GPT Group		32,529		120,125
Japan Prime Realty Investment Corp.		3		9,041
Japan Real Estate Investment Corp.		12		120,160
Link REIT (The)		147,500		732,029
Unibail-Rodamco SE		268		60,363
Westfield Retail Trust		16,133		51,804

			$	1,481,793


Real Estate Management & Development — 0.5%
Hang Lung Group, Ltd.		16,000	$	94,261
Immofinanz AG⁽¹⁾		58,394		225,726
UOL Group, Ltd.		51,000		235,978

			$	555,965


Road & Rail — 1.6%
ComfortDelGro Corp., Ltd.		45,000	$	62,229
DSV A/S		13,873		312,061
Keikyu Corp.		8,000		75,345
Keio Corp.		39,000		295,982
Kintetsu Corp.		24,000		94,055
MTR Corp., Ltd.		87,500		340,181


Security	Shares		Value


Road & Rail (continued)
Odakyu Electric Railway Co., Ltd.		44,000	$	466,874

			$	1,646,727


Semiconductors & Semiconductor Equipment — 1.2%
ASML Holding NV		20,168	$	1,108,680
Mellanox Technologies, Ltd.⁽¹⁾		2,363		178,330

			$	1,287,010


Software — 2.8%
Dassault Systemes SA		3,888	$	410,200
NICE Systems, Ltd.⁽¹⁾		6,534		218,253
Oracle Corp. Japan		2,800		124,520
Sage Group PLC (The)		79,778		400,687
SAP AG		23,374		1,704,502

			$	2,858,162


Specialty Retail — 1.8%
ABC-Mart, Inc.		2,400	$	105,256
Hennes & Mauritz AB, Class B		15,772		534,773
Industria de Diseno Textil SA		7,085		904,698
Kingfisher PLC		22,184		103,866
Nitori Co., Ltd.		500		40,831
USS Co., Ltd.		1,940		203,976

			$	1,893,400


Textiles, Apparel & Luxury Goods — 1.6%
Adidas AG		2,652	$	226,048
Burberry Group PLC		2,271		42,849
Luxottica Group SpA		7,662		292,443
LVMH Moet Hennessy Louis Vuitton SA		5,113		831,276
Swatch Group, Ltd. (The), Bearer Shares		638		264,085

			$	1,656,701


Trading Companies & Distributors — 0.1%
Bunzl PLC		5,796	$	96,007

			$	96,007


Transportation Infrastructure — 1.4%
Abertis Infraestructuras SA		14,497	$	218,960
Atlantia SpA		11,265		186,323
Auckland International Airport, Ltd.		100,898		222,566
Fraport AG		937		54,987
Kamigumi Co., Ltd.		19,000		153,235
Koninklijke Vopak NV		1,903		132,487


		25		See Notes to Financial Statements.

Tax-Managed International Equity Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Transportation Infrastructure (continued)
Mitsubishi Logistics Corp.		4,000	$	51,587
Sydney Airport		15,321		53,888
Transurban Group		63,537		401,018

			$	1,475,051


Water Utilities — 0.1%
Severn Trent PLC		1,894	$	49,121
United Utilities Group PLC		4,978		54,426

			$	103,547


Wireless Telecommunication Services — 1.9%
Millicom International Cellular SA SDR		2,339	$	201,936
Mobistar SA		428		11,318
NTT DoCoMo, Inc.		477		691,185
StarHub, Ltd.		17,000		51,146
Tele2 AB, Class B		17,620		294,128
Vodafone Group PLC		256,506		696,576

			$	1,946,289


Total Common Stocks (identified cost $97,936,669)			$	102,214,266


Short-Term Investments — 0.3%


Description	Interest (000’s omitted)		Value
Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽³⁾	$	308	$	308,319


Total Short-Term Investments (identified cost $308,319)			$	308,319


Total Investments — 99.3% (identified cost $98,244,988)			$	102,522,585


Other Assets, Less Liabilities — 0.7%			$	768,652


Net Assets — 100.0%			$	103,291,237

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


ADR	–	American Depositary Receipt
CDI	–	CHESS Depositary Interest
PC	–	Participation Certificate
PFC Shares	–	Preference Shares
PPS	–	Partially Protected Shares
SDR	–	Swedish Depositary Receipt

⁽¹⁾	Non-income producing security.

⁽²⁾	Amount is less than 0.05%.

⁽³⁾	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2012.


Country Concentration of Portfolio


Country	Percentage of Net Assets			Value
United Kingdom		14.0	%	$	14,427,626
Japan		11.7			12,095,800
Australia		6.8			7,035,533
Switzerland		6.6			6,809,057
Germany		6.3			6,550,927
France		6.3			6,546,617
Hong Kong		5.0			5,133,007
Netherlands		4.6			4,747,882
Singapore		4.5			4,625,312
Sweden		4.4			4,544,057
Spain		4.4			4,529,785
Italy		4.2			4,309,709
Denmark		3.7			3,841,451
Belgium		3.5			3,593,930
Norway		3.2			3,332,768
Finland		2.8			2,912,820
Israel		2.4			2,508,126
Austria		1.5			1,558,426
Ireland		1.2			1,203,739
New Zealand		0.8			783,904
Portugal		0.7			732,594
United States		0.4			378,714
Greece		0.3			320,801

Total Investments		99.3	%	$	102,522,585


		26		See Notes to Financial Statements.

Tax-Managed International Equity Portfolio

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Unaffiliated investments, at value (identified cost, $97,936,669)	$	102,214,266
Affiliated investment, at value (identified cost, $308,319)		308,319
Foreign currency, at value (identified cost, $46,174)		46,174
Dividends receivable		194,137
Interest receivable from affiliated investment		30
Tax reclaims receivable		647,872
Total assets	$	103,410,798

Liabilities
Payable for investments purchased	$	7,274
Payable to affiliates:
Investment adviser fee		65,936
Trustees’ fees		371
Accrued expenses		45,980
Total liabilities	$	119,561
Net Assets applicable to investors’ interest in Portfolio	$	103,291,237

Sources of Net Assets
Investors’ capital	$	98,961,133
Net unrealized appreciation		4,330,104
Total	$	103,291,237


		27		See Notes to Financial Statements.

Tax-Managed International Equity Portfolio

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Dividends (net of foreign taxes, $357,768)	$	3,738,227
Interest allocated from affiliated investment		2,139
Expenses allocated from affiliated investment		(327	)
Total investment income	$	3,740,039

Expenses
Investment adviser fee	$	904,479
Trustees’ fees and expenses		4,474
Custodian fee		106,659
Legal and accounting services		37,239
Miscellaneous		7,237
Total expenses	$	1,060,088
Deduct —
Reduction of custodian fee	$	4
Total expense reductions	$	4

Net expenses	$	1,060,084

Net investment income	$	2,679,955

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	2,659,427
Investment transactions allocated from affiliated investment		70
Foreign currency transactions		(66,798	)
Net realized gain	$	2,592,699
Change in unrealized appreciation (depreciation) —
Investments	$	4,600,910
Foreign currency		(43,400	)
Net change in unrealized appreciation (depreciation)	$	4,557,510

Net realized and unrealized gain	$	7,150,209

Net increase in net assets from operations	$	9,830,164


		28		See Notes to Financial Statements.

Tax-Managed International Equity Portfolio

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	2,679,955		$	2,377,997
Net realized gain (loss) from investment and foreign currency transactions		2,592,699			(3,716,677	)
Net change in unrealized appreciation (depreciation) from investments and foreign currency		4,557,510			(7,860,293	)
Net increase (decrease) in net assets from operations	$	9,830,164		$	(9,198,973	)
Capital transactions —
Contributions	$	1,889,335		$	3,039,751
Withdrawals		(17,282,938	)		(59,624,574	)
Net decrease in net assets from capital transactions	$	(15,393,603	)	$	(56,584,823	)

Net decrease in net assets	$	(5,563,439	)	$	(65,783,796	)

Net Assets
At beginning of year	$	108,854,676		$	174,638,472
At end of year	$	103,291,237		$	108,854,676


		29		See Notes to Financial Statements.

Tax-Managed International Equity Portfolio

October 31, 2012

Supplementary Data


	Year Ended October 31,
Ratios/Supplemental Data	2012			2011			2010			2009			2008
Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		1.03	%		1.13	%		1.13	%		1.12	%⁽²⁾		1.09	%
Net investment income		2.60	%		1.67	%		1.30	%		2.30	%		2.08	%
Portfolio Turnover		117	%		41	%		72	%		57	%		34	%

Total Return		10.24	%		(9.16	)%		5.48	%		16.92	%		(48.82	)%

Net assets, end of year (000’s omitted)	$	103,291		$	108,855		$	174,638		$	193,608		$	226,980

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

⁽²⁾	The investment adviser waived a portion of its investment adviser fee (equal to less than 0.005% of average daily net assets for the year ended October 31, 2009). All of the waiver was borne by the sub-adviser.


		30		See Notes to Financial Statements.

Tax-Managed International Equity Portfolio

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Tax-Managed International Equity Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term after-tax returns by investing in a diversified portfolio of foreign equity securities. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2012, Eaton Vance Tax-Managed International Equity Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 42.5% and 57.5%, respectively, in the Portfolio.

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

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

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

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

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


		31

Tax-Managed International Equity Portfolio

October 31, 2012

Notes to Financial Statements — continued

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. Prior to May 1, 2012, the fee was computed at an annual rate of 1.00% of the Portfolio’s average daily net assets up to $500 million and at reduced rates on average daily net assets of $500 million or more. Effective May 1, 2012, BMR contractually agreed to reduce the advisory fee payable to an annual rate of 0.75% of the Portfolio’s average daily net assets up to $500 million and at reduced rates on average daily net assets of $500 million or more. This fee reduction cannot be terminated or reduced without the approval of a majority vote of the Trustees of the Portfolio who are not interested persons of BMR or the Portfolio and by the vote of a majority of the holders of interests in the Portfolio. Pursuant to an interim sub-advisory agreement effective May 1, 2012, and a sub-advisory agreement effective August 17, 2012, BMR pays Parametric Portfolio Associates LLC (Parametric), a majority-owned subsidiary of Eaton Vance Corp., a portion of its adviser fee for sub-advisory services provided to the Portfolio. Prior to May 1, 2012, BMR paid Eagle Global Advisors, L.L.C a portion of its adviser fee for sub-advisory services provided to the Portfolio. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2012, the Portfolio’s investment adviser fee amounted to $904,479 or 0.88% of the Portfolio’s average daily net assets.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $116,394,357 and $119,889,457, respectively, for the year ended October 31, 2012.


		32

Tax-Managed International Equity Portfolio

October 31, 2012

Notes to Financial Statements — continued

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	98,691,305

Gross unrealized appreciation	$	6,622,306
Gross unrealized depreciation		(2,791,026	)

Net unrealized appreciation	$	3,831,280

The net unrealized appreciation on foreign currency at October 31, 2012 on a federal income tax basis was $52,507.

5 Line of Credit

6 Risks Associated with Foreign Investments

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

7 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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


		33

Tax-Managed International Equity Portfolio

October 31, 2012

Notes to Financial Statements — continued

At October 31, 2012, 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	$	—	$	11,173,394		$	—	$	11,173,394
Consumer Staples		—		11,827,689			—		11,827,689
Energy		—		9,395,964			—		9,395,964
Financials		—		15,825,278			—		15,825,278
Health Care		799,102		10,272,926			—		11,072,028
Industrials		7,274		12,115,839			—		12,123,113
Information Technology		—		6,705,506			—		6,705,506
Materials		—		10,076,424			—		10,076,424
Telecommunication Services		—		7,302,024			—		7,302,024
Utilities		—		6,712,846			—		6,712,846

Total Common Stocks	$	806,376	$	101,407,890	*	$	—	$	102,214,266

Short-Term Investments	$	—	$	308,319		$	—	$	308,319

Total Investments	$	806,376	$	101,716,209		$	—	$	102,522,585

*	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.


		34

Tax-Managed International Equity Portfolio

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of Tax-Managed International Equity Portfolio:

We have audited the accompanying statement of assets and liabilities of Tax-Managed International Equity Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, 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 International Equity Portfolio as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 18, 2012


		35

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Special Meeting of Shareholders (Unaudited)

Eaton Vance Tax-Managed International Equity Fund

The Fund held a Special Meeting of Shareholders on August 17, 2012 to approve a new Sub-Advisory Agreement for Tax-Managed International Equity Portfolio (the “Portfolio”), the registered investment company in which Eaton Vance Tax-Managed International Equity Fund invests, between Boston Management and Research (“BMR”) and Parametric Portfolio Associates LLC (“Parametric”), and to authorize BMR to select investment sub-advisers and enter into sub-advisory agreements for the Portfolio without obtaining shareholder approval to the extent permitted by applicable law. The results of the vote were as follows:


	Number of Shares
	For		Against/Withheld		Abstain
Proposal 1. To approve a new Sub-Advisory Agreement for the Portfolio between BMR and Parametric.		2,849,914.618		77,126.320		150,975.364
Proposal 2. To authorize BMR to select investment sub-advisers and enter into sub-advisory agreements for the Portfolio without obtaining shareholder approval to the extent permitted by applicable law.		2,748,271.183		173,047.285		156,697.834

Tax-Managed International Equity Portfolio


The Portfolio held a Special Meeting of Interestholders on August 17, 2012 to approve a new Sub-Advisory Agreement for the Portfolio between BMR and Parametric, and to authorize BMR to select investment sub-advisers and enter into sub-advisory agreements for the Portfolio without obtaining shareholder approval to the extent permitted by applicable law. The results of the vote were as follows:
	Interest in the Portfolio
	For		Against/Withheld		Abstain
Proposal 1. To approve a new Sub-Advisory Agreement for the Portfolio between BMR and Parametric.		92.589%		2.506%		4.905	%
Proposal 2. To authorize BMR to select investment sub-advisers and enter into sub-advisory agreements for the Portfolio without obtaining shareholder approval to the extent permitted by applicable law.		89.287%		5.622%		5.091	%


		36

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed International Equity Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 187 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.


Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) and Directorships 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 187 registered investment companies. 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 and Hexavest Inc.


Noninterested Trustees

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

Benjamin C. Esty 1963	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾None.

Ronald A. Pearlman 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.


		37

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Management and Organization — continued


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

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Since 1998	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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
Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) 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	Vice President and Chief Income Investment Officer 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.

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.


		38

Eaton Vance

Tax-Managed International Equity Fund

October 31, 2012

Management and Organization — continued

⁽¹⁾


		39

Eaton Vance Funds

IMPORTANT NOTICES

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


		40

Investment Adviser of Tax-Managed International Equity Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Sub-Adviser of Tax-Managed International Equity Portfolio

Parametric Portfolio Associates LLC

1918 Eighth Avenue, Suite 3100

Seattle, WA 98101

Administrator of Eaton Vance Tax-Managed International Equity Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

LOGO

038-12/12 IGSRC

Eaton Vance

Tax-Managed Multi-Cap

Growth Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			16 and 30

Federal Tax Information			17

Management and Organization			31

Important Notices			34

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

As the period began, investors appeared to worry about intensifying debt problems in Europe, high U.S. unemployment and a Congressional deadlock that left businesses perplexed about the direction of tax and regulatory policy. The S&P 500 Index² was relatively flat in November 2011.

Beginning in mid-December 2011, however, an equity rally took hold and continued into early April 2012, fueled by stronger economic growth in the fourth quarter, falling unemployment, the Long-Term Refinancing Operation announced by the European Central Bank, and what the markets perceived as a successful restructuring of Greek debt. Then in May 2012, the third annual mid-year economic slowdown arrived, instigated by renewed concerns in Europe, slowing growth in China and political uncertainty in the United States with the upcoming presidential election.

But despite a slowdown in consumer spending, weakening employment data and downward revisions of growth expectations, global equities moved upward intermittently from June through mid-October 2012. Several factors appeared to be driving a market rally that defied U.S. economic data. First, investors anticipated that worsening economic news would prompt the U.S. Federal Reserve to initiate another round of quantitative easing to stimulate the economy — which it did in mid-September 2012. Second, investors were hunting for yield in a historically low interest-rate environment, and many were driven to stocks that offered higher yields than bonds.

Finally, in an increasingly global marketplace, a case could be made that the U.S. market was relatively attractive versus many other world markets for much of the period. Europe’s ongoing debt crisis led investors to move money out of European stocks and bonds. With emerging markets in Asia largely leveraged to the Chinese economy, the slowdown in Chinese growth made markets throughout Asia appear less attractive. Amid this global economic turmoil, the U.S. market was one of the few places investors could find an economy that was growing (albeit slowly); a liquid, transparent and generally well-regulated market; and an opportunity to find companies with large cash reserves and solid profit growth.

In the final weeks of the period, however, U.S. stocks gave back some of their gains as the market seemed to have come full circle; amid uncertainty about the upcoming elections, investors once again worried about a Congressional deadlock on tax policy — an impasse that has left the economy rushing headlong toward a self-imposed fiscal cliff.

Fund Performance

For the fiscal year ended October 31, 2012, Eaton Vance Tax-Managed Multi-Cap Growth Fund (the Fund) had a total return of 9.11% for Class A shares at net asset value (NAV).

By comparison, the Fund’s primary benchmark, the Russell 3000 Growth Index (the Index), returned 12.76% for the period.

The Fund underperformed the Index due primarily to stock selection. Sector allocation overall was a modest positive offset. The environment of economic uncertainty and market volatility during the period challenged the Fund’s focus on long-term growth opportunities. In general, investors favored large-cap, dividend-paying stocks rather than the mid-cap growth stocks to which the Fund had greater exposure. Nevertheless, the Fund achieved positive absolute returns in seven of the eight economic sectors in which it was invested. The Index recorded positive returns in all 10 of its sectors.

The biggest detractor from the Fund’s relative performance versus the Index was the health care sector. A major software provider in the health care technology industry was one of the Fund’s worst performing individual stocks after a new product was delayed. Stock selection was also a drag on the Fund’s results versus the Index in the energy sector. The Fund’s holdings in a mid-sized independent oil and gas exploration and production company hurt the Fund’s relative performance versus the Index when it reported disappointing financial results. An underweight in the underperforming oil, gas & consumable fuels industry partially offset stock selection in the energy sector. The financials sector also hurt the Fund’s relative results versus the Index due to stock selection. The Fund’s real estate investment trust (REIT) holdings were notable underperformers due to both stock selection and an underweight position.

On the positive side, stock selection in the consumer discretionary sector made the biggest contribution to the Fund’s performance versus the Index. In the hotels, restaurants & leisure industry a leading international fast food chain was one of the Fund’s best performing stocks during the period. A major online travel agency specializing in European hotel bookings was another holding contributing to Fund performance. The Fund’s holdings in the information technology sector also outperformed, thanks to stock selection as well as stock allocation. The stock contributing the most to Fund performance for the 12-month period was a major supplier of semiconductors to the mobile phone and tablet market. In the internet software and services industry, a leading provider of cloud computing services to businesses was another contributor. Stock selection in the consumer staples sector, led by the beverages industry, also boosted the Fund’s relative performance versus the Index.

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.


		2

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Performance^2,3

Portfolio Managers Kwang Kim, Gerald Moore, CFA and G. R. Nelson


% Average Annual Total Returns	Inception Date		One Year			Five Years			Ten Years
Class A at NAV		06/30/2000		9.11	%		–2.25	%		8.68	%
Class A with 5.75% Maximum Sales Charge		—		2.81			–3.41			8.04
Class B at NAV		07/10/2000		8.30			–3.00			7.85
Class B with 5% Maximum Sales Charge		—		3.30			–3.34			7.85
Class C at NAV		07/10/2000		8.38			–2.98			7.87
Class C with 1% Maximum Sales Charge		—		7.38			–2.98			7.87
Russell 3000 Growth Index		—		12.76	%		1.90	%		7.32	%
S&P 500 Index		—		15.21			0.36			6.90


% After-Tax Returns with Maximum Sales Charge	Inception Date		One Year			Five Years			Ten Years
Class A After Taxes on Distributions		06/30/2000		2.81	%		–3.95	%		7.68	%
Class A After Taxes on Distributions and Sale of Fund Shares		—		1.83			–2.97			7.06
Class B After Taxes on Distributions		07/10/2000		3.30			–3.88			7.49
Class B After Taxes on Distributions and Sale of Fund Shares		—		2.14			–2.89			6.90
Class C After Taxes on Distributions		07/10/2000		7.38			–3.52			7.50
Class C After Taxes on Distributions and Sale of Fund Shares		—		4.79			–2.60			6.91


% Total Annual Operating Expense Ratios⁴			Class A			Class B			Class C
				1.48	%		2.23	%		2.23	%

Performance 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.

LOGO


Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Class B	$ 10,000	10/31/2002	$21,313	N.A.
Class C	$ 10,000	10/31/2002	$21,338	N.A.

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) or offering price (as applicable) with all distributions reinvested. Investment return and prin-cipal 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.


		3

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Fund Profile⁵

LOGO

Top 10 Holdings (% of net assets)⁶


Apple, Inc.	6.9	%
Google, Inc., Class A	3.0
Cirrus Logic, Inc.	2.4
Yum! Brands, Inc.	2.2
Tractor Supply Co.	1.9
Intuitive Surgical, Inc.	1.8
W.W. Grainger, Inc.	1.8
Rackspace Hosting, Inc.	1.6
EOG Resources, Inc.	1.6
QUALCOMM, Inc.	1.6
Total	24.8	%

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Endnotes and Additional Disclosures

S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Russell 3000 Growth Index is an unmanaged index of the broad growth segment of the U.S. equity universe. 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.

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	Depictions do not reflect the Fund’s option positions. Excludes cash and cash equivalents.

Fund profile subject to change due to active management.

Important Notice to Shareholders


		5

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)		Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	953.40	$	7.22		1.47	%
Class B	$	1,000.00	$	950.00	$	10.93		2.23	%
Class C	$	1,000.00	$	950.00	$	10.88		2.22	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,017.70	$	7.46		1.47	%
Class B	$	1,000.00	$	1,013.90	$	11.29		2.23	%
Class C	$	1,000.00	$	1,014.00	$	11.24		2.22	%


		6

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investment in Tax-Managed Multi-Cap Growth Portfolio, at value (identified cost, $46,803,610)	$	54,608,837
Receivable for Fund shares sold		4,268
Total assets	$	54,613,105

Liabilities
Payable for Fund shares redeemed	$	74,241
Payable to affiliates:
Distribution and service fees		23,644
Administration fee		7,166
Trustees’ fees		42
Accrued expenses		46,587
Total liabilities	$	151,680
Net Assets	$	54,461,425

Sources of Net Assets
Paid-in capital	$	63,338,112
Accumulated net realized loss from Portfolio		(16,146,377	)
Accumulated net investment loss		(535,537	)
Net unrealized appreciation from Portfolio		7,805,227
Total	$	54,461,425

Class A Shares
Net Assets	$	36,579,062
Shares Outstanding		2,631,786
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	13.90
Maximum Offering Price Per Share
(100 ÷ 94.25 of net asset value per share)	$	14.75

Class B Shares
Net Assets	$	2,333,785
Shares Outstanding		186,266
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	12.53

Class C Shares
Net Assets	$	15,548,578
Shares Outstanding		1,239,253
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	12.55

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.


		7		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Dividends allocated from Portfolio (net of foreign taxes, $8,729)	$	400,880
Interest allocated from Portfolio		1,143
Expenses allocated from Portfolio		(449,538	)
Total investment loss from Portfolio	$	(47,515	)

Expenses
Administration fee	$	86,966
Distribution and service fees
Class A		97,298
Class B		28,671
Class C		161,983
Trustees’ fees and expenses		500
Custodian fee		18,083
Transfer and dividend disbursing agent fees		72,063
Legal and accounting services		23,831
Printing and postage		20,640
Registration fees		44,437
Miscellaneous		10,877
Total expenses	$	565,349

Net investment loss	$	(612,864	)

Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	3,926,834
Written options		295,380
Foreign currency transactions		101
Net realized gain	$	4,222,315
Change in unrealized appreciation (depreciation) —
Investments	$	1,389,588
Written options		2,999
Foreign currency		76
Net change in unrealized appreciation (depreciation)	$	1,392,663

Net realized and unrealized gain	$	5,614,978

Net increase in net assets from operations	$	5,002,114


		8		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment loss	$	(612,864	)	$	(592,334	)
Net realized gain from investment transactions, written options and foreign currency transactions		4,222,315			9,478,835
Net change in unrealized appreciation (depreciation) from investments, written options and foreign currency		1,392,663			(3,635,361	)
Net increase in net assets from operations	$	5,002,114		$	5,251,140
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	2,020,588		$	3,377,834
Class B		102,899			518,559
Class C		1,176,661			2,107,027
Cost of shares redeemed
Class A		(8,153,222	)		(13,053,462	)
Class B		(671,706	)		(1,392,175	)
Class C		(3,007,494	)		(5,569,571	)
Net asset value of shares exchanged
Class A		670,273			1,101,309
Class B		(670,273	)		(1,101,309	)
Net decrease in net assets from Fund share transactions	$	(8,532,274	)	$	(14,011,788	)

Net decrease in net assets	$	(3,530,160	)	$	(8,760,648	)

Net Assets
At beginning of year	$	57,991,585		$	66,752,233
At end of year	$	54,461,425		$	57,991,585

Accumulated net investment loss included in net assets
At end of year	$	(535,537	)	$	—


		9		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Financial Highlights


	Class A
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	12.740		$	11.810		$	10.500		$	8.730		$	17.990

Income (Loss) From Operations
Net investment loss⁽¹⁾	$	(0.111	)	$	(0.084	)⁽²⁾	$	(0.081	)⁽³⁾	$	(0.036	)	$	(0.010	)
Net realized and unrealized gain (loss)		1.271			1.014			1.391			1.806			(6.853	)

Total income (loss) from operations	$	1.160		$	0.930		$	1.310		$	1.770		$	(6.863	)

Less Distributions
From net investment income	$	—		$	—		$	—		$	—		$	(0.197	)
From net realized gain		—			—			—			—			(2.200	)

Total distributions	$	—		$	—		$	—		$	—		$	(2.397	)

Net asset value — End of year	$	13.900		$	12.740		$	11.810		$	10.500		$	8.730

Total Return⁽⁴⁾		9.11	%		7.78	%		12.57	%		20.27	%		(43.97	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	36,579		$	38,582		$	43,627		$	45,868		$	56,537
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		1.50	%		1.48	%		1.47	%		1.57	%		1.38	%
Net investment loss		(0.81	)%		(0.65	)%⁽²⁾		(0.70	)%⁽³⁾		(0.41	)%		(0.07	)%
Portfolio Turnover of the Portfolio		83	%		139	%		200	%		205	%		283	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.027 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (0.85)%.

⁽³⁾	Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.011 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (0.81)%.

⁽⁴⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁶⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.


		10		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Financial Highlights — continued


	Class B
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	11.570		$	10.810		$	9.680		$	8.120		$	16.880

Income (Loss) From Operations
Net investment loss⁽¹⁾	$	(0.189	)	$	(0.164	)⁽²⁾	$	(0.151	)⁽³⁾	$	(0.089	)	$	(0.111	)
Net realized and unrealized gain (loss)		1.149			0.924			1.281			1.649			(6.375	)

Total income (loss) from operations	$	0.960		$	0.760		$	1.130		$	1.560		$	(6.486	)

Less Distributions
From net investment income	$	—		$	—		$	—		$	—		$	(0.074	)
From net realized gain		—			—			—			—			(2.200	)

Total distributions	$	—		$	—		$	—		$	—		$	(2.274	)

Net asset value — End of year	$	12.530		$	11.570		$	10.810		$	9.680		$	8.120

Total Return⁽⁴⁾		8.30	%		7.03	%		11.67	%		19.21	%		(44.36	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	2,334		$	3,340		$	4,940		$	7,300		$	10,119
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		2.26	%		2.23	%		2.22	%		2.33	%		2.13	%
Net investment loss		(1.54	)%		(1.38	)%⁽²⁾		(1.43	)%⁽³⁾		(1.11	)%		(0.84	)%
Portfolio Turnover of the Portfolio		83	%		139	%		200	%		205	%		283	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.026 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.60)%.

⁽³⁾	Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.010 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.54)%.

⁽⁴⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁶⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.


		11		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	11.580		$	10.830		$	9.690		$	8.130		$	16.910

Income (Loss) From Operations
Net investment loss⁽¹⁾	$	(0.194	)	$	(0.166	)⁽²⁾	$	(0.153	)⁽³⁾	$	(0.100	)	$	(0.109	)
Net realized and unrealized gain (loss)		1.164			0.916			1.293			1.660			(6.379	)

Total income (loss) from operations	$	0.970		$	0.750		$	1.140		$	1.560		$	(6.488	)

Less Distributions
From net investment income	$	—		$	—		$	—		$	—		$	(0.092	)
From net realized gain		—			—			—			—			(2.200	)

Total distributions	$	—		$	—		$	—		$	—		$	(2.292	)

Net asset value — End of year	$	12.550		$	11.580		$	10.830		$	9.690		$	8.130

Total Return⁽⁴⁾		8.38	%		6.93	%		11.76	%		19.19	%		(44.33	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	15,549		$	16,069		$	18,185		$	20,220		$	18,483
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		2.25	%		2.23	%		2.22	%		2.32	%		2.13	%
Net investment loss		(1.57	)%		(1.39	)%⁽²⁾		(1.45	)%⁽³⁾		(1.21	)%		(0.83	)%
Portfolio Turnover of the Portfolio		83	%		139	%		200	%		205	%		283	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.025 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.60)%.

⁽³⁾	Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.010 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.56)%.

⁽⁴⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁶⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.


		12		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Tax-Managed Multi-Cap Growth Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Beginning January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Tax-Managed Multi-Cap Growth Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (58.0% at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

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

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

At October 31, 2012, the Fund, for federal income tax purposes, had a capital loss carryforward of $14,947,648 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. The capital loss carryforward will expire on October 31, 2016 ($1,195,698) and October 31, 2017 ($13,751,950). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2012.

During the year ended October 31, 2012, a capital loss carryforward of $4,122,670 was utilized to offset net realized gains by the Fund.

Additionally, at October 31, 2012, the Fund had a net investment loss of $535,537 incurred after December 31, 2011. This net investment loss is treated as arising on the first day of the Fund’s taxable year ending October 31, 2013.


		13

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Notes to Financial Statements — continued

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

2 Distributions to Shareholders

During the year ended October 31, 2012, accumulated net realized loss was increased by $1,921, accumulated net investment loss was decreased by $77,327 and paid-in capital was decreased by $75,406 due to differences between book and tax accounting, primarily for net operating losses, distributions from real estate investment trusts and foreign currency gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Capital loss carryforward	$	(14,947,648	)
Late year ordinary losses	$	(535,537	)
Net unrealized appreciation	$	6,606,498

3 Transactions with Affiliates

The administration fee is earned by Eaton Vance Management (EVM) as compensation for administrative services rendered to the Fund. The fee is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended October 31, 2012, the administration fee amounted to $86,966. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $6,600 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $4,228 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

4 Distribution Plans


		14

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Notes to Financial Statements — continued

payable to EVD by each respective class. For the year ended October 31, 2012, the Fund paid or accrued to EVD $21,503 and $121,487 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2012, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $549,000 and $1,579,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $7,168 and $40,496 for Class B and Class C shares, respectively.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2012, the Fund was informed that EVD received less than $100 and approximately $7,000 of CDSCs paid by Class A and Class B shareholders, respectively, and no CDSCs paid by Class C shareholders.

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investment in the Portfolio aggregated $1,254,712 and $10,457,395, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2012			2011

Sales		148,166			255,880
Redemptions		(596,305	)		(1,004,675	)
Exchange from Class B shares		50,684			85,202

Net decrease		(397,455	)		(663,593	)


	Year Ended October 31,
Class B	2012			2011

Sales		8,229			42,818
Redemptions		(54,759	)		(117,516	)
Exchange to Class A shares		(55,929	)		(93,447	)

Net decrease		(102,459	)		(168,145	)


	Year Ended October 31,
Class C	2012			2011

Sales		97,005			177,526
Redemptions		(244,931	)		(470,103	)

Net decrease		(147,926	)		(292,577	)


		15

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Tax-Managed Multi-Cap Growth Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed Multi-Cap Growth Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Tax-Managed Multi-Cap Growth Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 19, 2012


		16

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Federal Tax Information (Unaudited)

Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund.


		17

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2012

Portfolio of Investments


Common Stocks — 96.5%⁽¹⁾


Security	Shares		Value


Aerospace & Defense — 1.5%
Precision Castparts Corp.		8,200	$	1,419,174

			$	1,419,174


Beverages — 2.5%
Anheuser-Busch InBev NV ADR		15,200	$	1,273,760
Beam, Inc.		19,800		1,100,088

			$	2,373,848


Biotechnology — 3.9%
Biogen Idec, Inc.⁽²⁾		7,500	$	1,036,650
Celgene Corp.⁽²⁾		10,600		777,192
Gilead Sciences, Inc.⁽²⁾		17,900		1,202,164
Vertex Pharmaceuticals, Inc.⁽²⁾		13,500		651,240

			$	3,667,246


Building Products — 0.7%
Fortune Brands Home & Security, Inc.⁽²⁾		23,000	$	654,120

			$	654,120


Capital Markets — 0.9%
T. Rowe Price Group, Inc.		13,300	$	863,702

			$	863,702


Chemicals — 4.8%
Celanese Corp., Series A		24,000	$	911,760
Cytec Industries, Inc.		15,900		1,094,238
Monsanto Co.		17,400		1,497,618
Praxair, Inc.		9,900		1,051,479

			$	4,555,095


Commercial Banks — 3.7%
Capital Bank Financial Corp., Class A⁽²⁾		30,000	$	525,900
First Republic Bank		28,600		982,410
Toronto-Dominion Bank (The)		12,900		1,049,286
Wells Fargo & Co.		26,600		896,154

			$	3,453,750


Commercial Services & Supplies — 1.1%
Waste Connections, Inc.		31,850	$	1,045,636

			$	1,045,636


Security	Shares		Value


Communications Equipment — 2.2%
Palo Alto Networks, Inc.⁽²⁾		10,000	$	549,800
QUALCOMM, Inc.		25,600		1,499,520

			$	2,049,320


Computers & Peripherals — 8.5%
Apple, Inc.		11,000	$	6,546,100
EMC Corp.⁽²⁾		59,800		1,460,316

			$	8,006,416


Distributors — 1.1%
LKQ Corp.⁽²⁾		50,800	$	1,061,212

			$	1,061,212


Electronic Equipment, Instruments & Components — 1.0%
InvenSense, Inc.⁽²⁾		86,500	$	968,800

			$	968,800


Energy Equipment & Services — 2.2%
National Oilwell Varco, Inc.		16,000	$	1,179,200
Rowan Cos., Inc.⁽²⁾		29,000		919,590

			$	2,098,790


Food Products — 3.7%
Annie’s, Inc.⁽²⁾		15,367	$	606,997
Hershey Co. (The)		15,800		1,087,830
Mondelez International, Inc., Class A		48,300		1,281,882
WhiteWave Foods Co. (The), Class A⁽²⁾		31,484		518,541

			$	3,495,250


Health Care Equipment & Supplies — 3.8%
Align Technology, Inc.⁽²⁾		20,100	$	534,258
Analogic Corp.		7,700		567,182
Intuitive Surgical, Inc.⁽²⁾		3,200		1,735,104
Stryker Corp.		13,400		704,840

			$	3,541,384


Health Care Providers & Services — 2.5%
Brookdale Senior Living, Inc.⁽²⁾		20,100	$	471,546
Catamaran Corp.⁽²⁾		15,638		737,488
MEDNAX, Inc.⁽²⁾		16,200		1,117,476

			$	2,326,510


		18		See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Hotels, Restaurants & Leisure — 3.0%
Las Vegas Sands Corp.		16,000	$	743,040
Yum! Brands, Inc.		29,700		2,082,267

			$	2,825,307


Household Durables — 0.4%
Tempur-Pedic International, Inc.⁽²⁾		14,700	$	388,668

			$	388,668


Household Products — 0.8%
Colgate-Palmolive Co.		7,100	$	745,216

			$	745,216


Industrial Conglomerates — 1.0%
Danaher Corp.		17,600	$	910,448

			$	910,448


Internet & Catalog Retail — 2.9%
Amazon.com, Inc.⁽²⁾		5,100	$	1,187,382
priceline.com, Inc.⁽²⁾		1,800		1,032,786
Shutterfly, Inc.⁽²⁾		16,900		511,394

			$	2,731,562


Internet Software & Services — 7.7%
Equinix, Inc.⁽²⁾		4,000	$	721,640
Google, Inc., Class A⁽²⁾		4,100		2,787,057
LinkedIn Corp., Class A⁽²⁾		9,300		994,449
MercadoLibre, Inc.		9,800		822,906
Rackspace Hosting, Inc.⁽²⁾		24,007		1,529,006
VeriSign, Inc.⁽²⁾		10,100		374,407

			$	7,229,465


IT Services — 3.5%
Accenture PLC, Class A		16,700	$	1,125,747
Teradata Corp.⁽²⁾		10,100		689,931
Visa, Inc., Class A		10,800		1,498,608

			$	3,314,286


Leisure Equipment & Products — 0.9%
Polaris Industries, Inc.		9,800	$	828,100

			$	828,100


Machinery — 2.0%
Colfax Corp.⁽²⁾		20,700	$	711,873


Security	Shares		Value


Machinery (continued)
Eaton Corp.		11,800	$	557,196
Stanley Black & Decker, Inc.		9,400		651,420

			$	1,920,489


Metals & Mining — 0.9%
Freeport-McMoRan Copper & Gold, Inc.		20,600	$	800,928

			$	800,928


Multiline Retail — 1.3%
Dollar General Corp.⁽²⁾		25,805	$	1,254,639

			$	1,254,639


Oil, Gas & Consumable Fuels — 3.9%
Concho Resources, Inc.⁽²⁾		12,900	$	1,110,948
EOG Resources, Inc.		13,100		1,526,019
Range Resources Corp.		16,100		1,052,296

			$	3,689,263


Pharmaceuticals — 2.4%
Allergan, Inc.		13,700	$	1,231,904
Perrigo Co.		9,200		1,058,092

			$	2,289,996


Real Estate Investment Trusts (REITs) — 1.0%
Public Storage, Inc.		6,400	$	887,232

			$	887,232


Road & Rail — 2.4%
J.B. Hunt Transport Services, Inc.		16,400	$	962,680
Kansas City Southern		15,832		1,273,843

			$	2,236,523


Semiconductors & Semiconductor Equipment — 4.0%
Cirrus Logic, Inc.⁽²⁾		54,500	$	2,221,420
Cypress Semiconductor Corp.⁽²⁾		48,800		483,608
Mellanox Technologies, Ltd.⁽²⁾		8,300		638,851
Monolithic Power Systems, Inc.⁽²⁾		23,000		446,890

			$	3,790,769


Software — 2.1%
Infoblox, Inc.⁽²⁾		55,543	$	922,569
Splunk, Inc.⁽²⁾		9,304		260,977


		19		See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Software (continued)
VMware, Inc., Class A⁽²⁾		9,100	$	771,407

			$	1,954,953


Specialty Retail — 6.7%
Home Depot, Inc. (The)		16,400	$	1,006,632
Ross Stores, Inc.		20,200		1,231,190
Sally Beauty Holdings, Inc.⁽²⁾		25,500		614,040
Tractor Supply Co.		18,700		1,799,688
Ulta Salon, Cosmetics & Fragrance, Inc.		5,100		470,322
Urban Outfitters, Inc.⁽²⁾		20,700		740,232
Williams-Sonoma, Inc.		10,500		485,415

			$	6,347,519


Textiles, Apparel & Luxury Goods — 1.1%
lululemon athletica, inc.⁽²⁾		8,000	$	552,080
Wolverine World Wide, Inc.		12,000		502,440

			$	1,054,520


Thrifts & Mortgage Finance — 0.7%
ViewPoint Financial Group, Inc.		33,100	$	688,480

			$	688,480


Tobacco — 1.1%
Philip Morris International, Inc.		11,300	$	1,000,728

			$	1,000,728


Trading Companies & Distributors — 2.6%
United Rentals, Inc.⁽²⁾		17,500	$	711,550
W.W. Grainger, Inc.		8,400		1,691,844

			$	2,403,394


Total Common Stocks (identified cost $77,142,257)			$	90,872,738


Short-Term Investments — 3.3%


Description	Interest (000’s omitted)		Value
Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽³⁾	$	3,134	$	3,133,920


Total Short-Term Investments (identified cost $3,133,920)			$	3,133,920


Total Investments — 99.8% (identified cost $80,276,177)			$	94,006,658


Covered Call Options Written — (0.0)%⁽⁴⁾


Security	Number of Contracts		Strike Price		Expiration Date		Value

Allergan, Inc.		14	$	97.50		11/17/12	$	(105	)
Apple, Inc.		6		700.00		11/17/12		(141	)
Biogen Idec, Inc.		8		165.00		11/17/12		(60	)
Catamaran Corp.		16		57.50		11/17/12		(400	)
Colgate-Palmolive Co.		7		110.00		11/17/12		(39	)
EMC Corp.		41		27.00		11/17/12		(144	)
Gilead Sciences, Inc.		18		75.00		11/17/12		(252	)
Las Vegas Sands Corp.		16		47.00		11/17/12		(1,960	)
LinkedIn Corp., Class A		9		125.00		11/17/12		(990	)
Rackspace Hosting, Inc.		24		75.00		11/17/12		(360	)
Range Resources Corp.		16		75.00		11/17/12		(120	)
Tempur-Pedic International, Inc.		15		34.00		11/17/12		(37	)
United Rentals, Inc.		15		40.00		11/17/12		(2,700	)
Yum! Brands, Inc.		30		72.50		11/17/12		(1,155	)


Total Covered Call Options Written (premiums received $28,504)							$	(8,463	)


Other Assets, Less Liabilities — 0.2%							$	219,296


Net Assets — 100.0%							$	94,217,491

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


ADR		–		American Depositary Receipt

⁽¹⁾	All or a portion of each applicable common stock for which a written call option is outstanding at October 31, 2012 has been pledged as collateral for such written option.

⁽²⁾	Non-income producing security.

⁽³⁾	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2012.

⁽⁴⁾	Amount is less than 0.05%.


		20		See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Unaffiliated investments, at value (identified cost, $77,142,257)	$	90,872,738
Affiliated investment, at value (identified cost, $3,133,920)		3,133,920
Cash		8,433
Dividends receivable		45,336
Interest receivable from affiliated investment		279
Receivable for investments sold		251,947
Tax reclaims receivable		10,202
Total assets	$	94,322,855

Liabilities
Written options outstanding, at value (premiums received, $28,504)	$	8,463
Payable to affiliates:
Investment adviser fee		53,553
Trustees’ fees		366
Accrued expenses		42,982
Total liabilities	$	105,364
Net Assets applicable to investors’ interest in Portfolio	$	94,217,491

Sources of Net Assets
Investors’ capital	$	80,466,969
Net unrealized appreciation		13,750,522
Total	$	94,217,491


		21		See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Dividends (net of foreign taxes, $15,107)	$	700,167
Interest allocated from affiliated investment		1,990
Expenses allocated from affiliated investment		(272	)
Total investment income	$	701,885

Expenses
Investment adviser fee	$	657,989
Trustees’ fees and expenses		4,460
Custodian fee		76,143
Legal and accounting services		38,600
Miscellaneous		5,797
Total expenses	$	782,989
Deduct —
Reduction of custodian fee	$	11
Total expense reductions	$	11

Net expenses	$	782,978

Net investment loss	$	(81,093	)

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	7,217,106
Investment transactions allocated from affiliated investment		41
Written options		516,090
Foreign currency transactions		162
Net realized gain	$	7,733,399
Change in unrealized appreciation (depreciation) —
Investments	$	2,230,257
Written options		2,890
Foreign currency		134
Net change in unrealized appreciation (depreciation)	$	2,233,281

Net realized and unrealized gain	$	9,966,680

Net increase in net assets from operations	$	9,885,587


		22		See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income (loss)	$	(81,093	)	$	97,242
Net realized gain from investment transactions, written options and foreign currency transactions		7,733,399			17,592,485
Net change in unrealized appreciation (depreciation) from investments, written options and foreign currency		2,233,281			(6,865,877	)
Net increase in net assets from operations	$	9,885,587		$	10,823,850
Capital transactions —
Contributions	$	1,254,712		$	23,827,543
Withdrawals		(20,743,689	)		(51,290,189	)
Net decrease in net assets from capital transactions	$	(19,488,977	)	$	(27,462,646	)

Net decrease in net assets	$	(9,603,390	)	$	(16,638,796	)

Net Assets
At beginning of year	$	103,820,881		$	120,459,677
At end of year	$	94,217,491		$	103,820,881


		23		See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2012

Supplementary Data


	Year Ended October 31,
Ratios/Supplemental Data	2012			2011			2010			2009			2008
Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.77	%		0.75	%		0.76	%		0.76	%		0.76	%
Net investment income (loss)		(0.08	)%		0.08	%⁽²⁾		0.00	%⁽³⁾⁽⁴⁾		0.39	%		0.54	%
Portfolio Turnover		83	%		139	%		200	%		205	%		283	%

Total Return		9.90	%		8.57	%		13.37	%		21.24	%		(43.60	)%

Net assets, end of year (000’s omitted)	$	94,217		$	103,821		$	120,460		$	127,116		$	140,510

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

⁽²⁾	Includes special dividends equal to 0.21% of average daily net assets.

⁽³⁾	Includes special dividends equal to 0.10% of average daily net assets.

⁽⁴⁾	Amount is less than 0.005%.


		24		See Notes to Financial Statements.

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Tax-Managed Multi-Cap Growth Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term, after-tax returns. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2012, Eaton Vance Tax-Managed Multi-Cap Growth Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 58.0% and 42.0%, respectively, in the Portfolio.

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

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

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

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

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


		25

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2012

Notes to Financial Statements — continued

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

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

J Purchased Options — Upon the purchase of a call or put option, the premium paid by the Portfolio is included in the Statement of Assets and Liabilities as an investment. The amount of the investment is subsequently marked-to-market to reflect the current market value of the option purchased, in accordance with the Portfolio’s policies on investment valuations discussed above. As the purchaser of an index option, the Portfolio has the right to receive a cash payment equal to any depreciation in the value of the index below the strike price of the option (in the case of a put) or equal to any appreciation in the value of the index over the strike price of the option (in the case of a call) as of the valuation date of the option. If an option which the Portfolio had purchased expires on the stipulated expiration date, the Portfolio will realize a loss in the amount of the cost of the option. If the Portfolio enters into a closing sale transaction, the Portfolio will realize a gain or loss, depending on whether the sales proceeds from the closing sale transaction are greater or less than the cost of the option. If the Portfolio exercises a put option on a security, it will realize a gain or loss from the sale of the underlying security, and the proceeds from such sale will be decreased by the premium originally paid. If the Portfolio exercises a call option on a security, the cost of the security which the Portfolio purchases upon exercise will be increased by the premium originally paid. The risk associated with purchasing options is limited to the premium originally paid.

2 Investment Adviser Fee and Other Transactions with Affiliates


		26

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2012

Notes to Financial Statements — continued

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $82,227,958 and $103,308,016, respectively, for the year ended October 31, 2012.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	80,303,940

Gross unrealized appreciation	$	15,271,921
Gross unrealized depreciation		(1,569,203	)

Net unrealized appreciation	$	13,702,718

5 Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include written options and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. A summary of written call options at October 31, 2012 is included in the Portfolio of Investments.

Written options activity for the year ended October 31, 2012 was as follows:


	Number of Contracts			Premiums Received
Outstanding, beginning of year		1,640		$	138,382
Options written		7,398			621,220
Options terminated in closing purchase transactions		(422	)		(33,351	)
Options exercised		(2,315	)		(202,094	)
Options expired		(6,066	)		(495,653	)

Outstanding, end of year		235		$	28,504

At October 31, 2012, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio is subject to equity price risk in the normal course of pursuing its investment objective. The Portfolio enters into option transactions or a combination of option transactions on individual securities that it holds to generate premium income and/or to seek to reduce the Portfolio’s exposure to a decline in the stock price. The Portfolio is not subject to counterparty credit risk with respect to its written options as the Portfolio, not the counterparty, is obligated to perform under such derivatives.


		27

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2012

Notes to Financial Statements — continued

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is equity price risk at October 31, 2012 was as follows:


	Fair Value
Derivative	Asset Derivative		Liability Derivative

Written options	$	—	$	(8,463	)⁽¹⁾

⁽¹⁾	Statement of Assets and Liabilities location: Written options outstanding, at value.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is equity price risk for the year ended October 31, 2012 was as follows:


Derivative	Realized Gain (Loss) on Derivatives Recognized in Income			Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
Purchased options	$	(42,786	)⁽¹⁾	$	—	⁽²⁾
Written options		516,090	⁽¹⁾		2,890	⁽²⁾

⁽¹⁾	Statement of Operations location: Net realized gain (loss) – Investment transactions and Written options, respectively.

⁽²⁾	Statement of Operations location: Change in unrealized appreciation (depreciation) – Investments and Written options, respectively.

6 Line of Credit

7 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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


		28

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2012

Notes to Financial Statements — continued

At October 31, 2012, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1			Level 2		Level 3		Total

Common Stocks	$	90,872,738	*	$	—	$	—	$	90,872,738
Short-Term Investments		—			3,133,920		—		3,133,920

Total Investments	$	90,872,738		$	3,133,920	$	—	$	94,006,658

Liability Description

Covered Call Options Written	$	(8,463	)	$	—	$	—	$	(8,463	)

Total	$	(8,463	)	$	—	$	—	$	(8,463	)

*	The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.


		29

Tax-Managed Multi-Cap Growth Portfolio

October 31, 2012

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Tax-Managed Multi-Cap Growth Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Tax- Managed Multi-Cap Growth Portfolio as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 19, 2012


		30

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed Multi-Cap Growth Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 187 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.


Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) and Directorships 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 187 registered investment companies. 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 and Hexavest Inc.


Noninterested Trustees

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

Benjamin C. Esty 1963	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾None.

Ronald A. Pearlman 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.


		31

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Management and Organization — continued


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

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Of the Trust since 1998 and of the Portfolio since 2000	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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
Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) 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	Vice President and Chief Income Investment Officer 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.


		32

Eaton Vance

Tax-Managed Multi-Cap Growth Fund

October 31, 2012

Management and Organization — continued


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


		33

Eaton Vance Funds

IMPORTANT NOTICES

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


		34

This Page Intentionally Left Blank

Investment Adviser of Tax-Managed Multi-Cap Growth Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Tax-Managed Multi-Cap Growth Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

LOGO


824-12/12		TMCAPSRC

Eaton Vance

Tax-Managed Small-Cap Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

Tax-Managed Small-Cap Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			18 and 29

Federal Tax Information			19

Management and Organization			30

Important Notices			33

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

But despite a slowdown in consumer spending, weakening employment data and downward revisions of growth expectations, global equities moved upward intermittently from June through mid-October 2012. Several factors appeared to be driving a market rally that defied U.S. economic data. First, investors anticipated that worsening economic news would prompt the U.S. Federal Reserve to initiate another round of quantitative easing to stimulate the economy — which it did in mid-September 2012. Second, investors were hunting for yield in a historically low interest-rate environment, and many were driven to stocks that offered higher yields than bonds.

Fund Performance

For the fiscal year ended October 31, 2012, Eaton Vance Tax-Managed Small-Cap Fund (the Fund) had a total return

of 10.30% for Class A shares at net asset value (NAV). By comparison, the Fund’s benchmark, the Russell 2000 Index (the Index), returned 12.08% for the period.

The Fund underperformed the Index largely due to sector and industry allocation. Stock selection made a positive contribution to overall results versus the Index, partially offsetting the allocation decisions. While the broad stock market recorded solid gains for the 12-month period, the nature of the rally favored low-quality stocks. For the period, the Fund achieved positive absolute returns in six of the nine economic sectors in which it was invested. The Index recorded positive returns in nine of its 10 sectors.

The Fund’s worst-performing sector was materials, where stock selection was the primary detractor from relative performance versus the Index. In the metals and mining industry, the Fund’s holding in a leading supplier of rare earth metals suffered when slowing global growth and growing competition from China negatively impacted company results. The Fund’s overweight in the underperforming energy sector also detracted from relative performance versus the Index, with an overweight in the oil, gas & consumable fuels industry accounting for much of the underperformance relative to the Index. The Fund’s holdings in the industrials sector hurt relative results versus the Index due largely to stock selection, particularly in the aerospace & defense and professional services industries. In the latter, a leading financial consulting firm was a detractor from Fund performance versus the Index when merger and acquisition activity lagged expectations.

On the positive side, the Fund’s holdings in the financials sector outperformed the overall Index thanks to stock selection. In the capital markets industry, a leading mortgage servicing company was one of the largest contributors to Fund performance. The company had benefited from large banks exiting the mortgage servicing business in the wake of the financial crisis. The Fund’s holdings in the consumer discretionary sector also contributed to relative performance versus the Index due primarily to stock selection. The Fund’s holdings in the specialty retail industry made a notable contribution to performance versus the Index, while an overweight in the outperforming distributors industry also helped. In the information technology sector, stock selection overcame an overweight position to boost the Fund’s relative performance versus the Index. Among individual stocks in the sector, a major supplier of semiconductors to the mobile phone and tablet market contributed to Fund performance. Also boosting performance for the 12-month period was the Fund’s avoidance of the underperforming telecommunication services sector.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Performance^2,3

Portfolio Manager Nancy B. Tooke, CFA


% Average Annual Total Returns	Inception Date		One Year			Five Years			Ten Years			Since Inception
Class A at NAV		09/25/1997		10.30	%		0.95	%		8.30	%		—
Class A with 5.75% Maximum Sales Charge		—		3.93			–0.23			7.66			—
Class B at NAV		09/29/1997		9.57			0.23			7.50			—
Class B with 5% Maximum Sales Charge		—		4.57			–0.17			7.50			—
Class C at NAV		09/29/1997		9.45			0.20			7.48			—
Class C with 1% Maximum Sales Charge		—		8.45			0.20			7.48			—
Class I at NAV		10/01/2009		10.64			—			—			11.53	%
Russell 2000 Index		—		12.08	%		1.19	%		9.58	%		—


% After-Tax Returns with Maximum Sales Charge	Inception Date		One Year			Five Years			Ten Years			Since Inception
Class A After Taxes on Distributions		09/25/1997		3.93	%		–0.23	%		7.66	%		—
Class A After Taxes on Distributions and Sale of Fund Shares		—		2.56			–0.20			6.79			—
Class B After Taxes on Distributions		09/29/1997		4.57			–0.17			7.50			—
Class B After Taxes on Distributions and Sale of Fund Shares		—		2.97			–0.15			6.64			—
Class C After Taxes on Distributions		09/29/1997		8.45			0.20			7.48			—
Class C After Taxes on Distributions and Sale of Fund Shares		—		5.50			0.17			6.62			—
Class I After Taxes on Distributions		10/01/2009		10.64			—			—			11.53	%
Class I After Taxes on Distributions and Sale of Fund Shares		—		6.91			—			—			9.96


% Total Annual Operating Expense Ratios⁴			Class A			Class B			Class C			Class I
				1.23	%		1.98	%		1.98	%		0.98	%

Performance 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.

LOGO


Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Class B	$10,000	10/31/2002	$20,628	N.A.
Class C	$10,000	10/31/2002	$20,588	N.A.
Class I	$250,000	10/01/2009	$350,175	N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Fund Profile⁵

Sector Allocation (% of net assets) ⁶

LOGO

Top 10 Holdings (% of net assets)⁶


Walter Investment Management Corp.	3.0	%
GNC Holdings, Inc., Class A	2.9
LKQ Corp.	2.8
Analogic Corp.	2.6
Valmont Industries, Inc.	2.6
Forestar Real Estate Group, Inc.	2.6
Church & Dwight Co., Inc.	2.6
Team, Inc.	2.4
PDC Energy, Inc.	2.2
Cirrus Logic, Inc.	2.2
Total	25.9	%

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Endnotes and Additional Disclosures

S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Russell 2000 Index is an unmanaged index of 2,000 U.S. small-cap stocks. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

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.

Important Notice to Shareholders


		5

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)		Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	1,009.50	$	6.21		1.23	%
Class B	$	1,000.00	$	1,006.00	$	9.98		1.98	%
Class C	$	1,000.00	$	1,005.30	$	9.98		1.98	%
Class I	$	1,000.00	$	1,010.70	$	4.95		0.98	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,019.00	$	6.24		1.23	%
Class B	$	1,000.00	$	1,015.20	$	10.03		1.98	%
Class C	$	1,000.00	$	1,015.20	$	10.03		1.98	%
Class I	$	1,000.00	$	1,020.20	$	4.98		0.98	%


		6

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investment in Tax-Managed Small-Cap Portfolio, at value (identified cost, $88,156,967)	$	98,483,527
Receivable for Fund shares sold		11,183
Total assets	$	98,494,710

Liabilities
Payable for Fund shares redeemed	$	756,474
Payable to affiliates:
Distribution and service fees		33,320
Trustees’ fees		42
Accrued expenses		71,590
Total liabilities	$	861,426
Net Assets	$	97,633,284

Sources of Net Assets
Paid-in capital	$	105,247,650
Accumulated net realized loss from Portfolio		(17,971,355	)
Accumulated undistributed net investment income		30,429
Net unrealized appreciation from Portfolio		10,326,560
Total	$	97,633,284

Class A Shares
Net Assets	$	64,345,604
Shares Outstanding		3,801,734
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	16.93
Maximum Offering Price Per Share
(100 ÷ 94.25 of net asset value per share)	$	17.96

Class B Shares
Net Assets	$	1,624,942
Shares Outstanding		107,479
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	15.12

Class C Shares
Net Assets	$	20,732,147
Shares Outstanding		1,376,973
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	15.06

Class I Shares
Net Assets	$	10,930,591
Shares Outstanding		640,529
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	17.06

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

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


		7		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Dividends allocated from Portfolio (net of foreign taxes, $4,810)	$	1,097,386
Interest allocated from Portfolio		3,766
Expenses allocated from Portfolio		(843,700	)
Total investment income from Portfolio	$	257,452

Expenses
Distribution and service fees
Class A	$	203,247
Class B		20,926
Class C		216,407
Trustees’ fees and expenses		500
Custodian fee		24,496
Transfer and dividend disbursing agent fees		171,313
Legal and accounting services		27,973
Printing and postage		30,648
Registration fees		50,224
Miscellaneous		13,335
Total expenses	$	759,069

Net investment loss	$	(501,617	)

Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	8,205,994
Foreign currency transactions		281
Net realized gain	$	8,206,275
Change in unrealized appreciation (depreciation) —
Investments	$	4,040,520
Net change in unrealized appreciation (depreciation)	$	4,040,520

Net realized and unrealized gain	$	12,246,795

Net increase in net assets from operations	$	11,745,178


		8		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment loss	$	(501,617	)	$	(1,166,813	)
Net realized gain from investment and foreign currency transactions		8,206,275			5,316,527
Net change in unrealized appreciation (depreciation) from investments and foreign currency		4,040,520			2,878,899
Net increase in net assets from operations	$	11,745,178		$	7,028,613
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	6,138,987		$	8,051,155
Class B		79,460			535,919
Class C		640,076			2,123,156
Class I		2,297,128			10,041,117
Cost of shares redeemed
Class A		(38,094,732	)		(25,418,968	)
Class B		(540,952	)		(738,284	)
Class C		(4,516,712	)		(6,809,532	)
Class I		(4,251,996	)		(6,085,692	)
Net asset value of shares exchanged
Class A		770,948			1,273,694
Class B		(770,948	)		(1,273,694	)
Net decrease in net assets from Fund share transactions	$	(38,248,741	)	$	(18,301,129	)

Net decrease in net assets	$	(26,503,563	)	$	(11,272,516	)

Net Assets
At beginning of year	$	124,136,847		$	135,409,363
At end of year	$	97,633,284		$	124,136,847

Accumulated undistributed net investment income included in net assets
At end of year	$	30,429		$	28,118


		9		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Financial Highlights


	Class A
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	15.340		$	14.640		$	11.710		$	10.540		$	16.140

Income (Loss) From Operations
Net investment loss⁽¹⁾	$	(0.048	)	$	(0.110	)	$	(0.113	)	$	(0.070	)⁽²⁾	$	(0.120	)
Net realized and unrealized gain (loss)		1.638			0.810			3.043			1.240			(5.480	)

Total income (loss) from operations	$	1.590		$	0.700		$	2.930		$	1.170		$	(5.600	)

Net asset value — End of year	$	16.930		$	15.340		$	14.640		$	11.710		$	10.540

Total Return⁽³⁾		10.30	%		4.78	%		25.02	%		11.10	%		(34.70	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	64,346		$	87,192		$	97,524		$	85,422		$	80,868
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		1.25	%		1.23	%		1.28	%		1.44	%		1.27	%
Net investment loss		(0.30	)%		(0.67	)%		(0.84	)%		(0.70	)%⁽²⁾		(0.80	)%
Portfolio Turnover of the Portfolio		57	%		89	%		114	%		95	%		93	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.008 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (0.78)%.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		10		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Financial Highlights — continued


	Class B
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	13.800		$	13.270		$	10.700		$	9.700		$	14.950

Income (Loss) From Operations
Net investment loss⁽¹⁾	$	(0.151	)	$	(0.209	)	$	(0.194	)	$	(0.123	)⁽²⁾	$	(0.216	)
Net realized and unrealized gain (loss)		1.471			0.739			2.764			1.123			(5.034	)

Total income (loss) from operations	$	1.320		$	0.530		$	2.570		$	1.000		$	(5.250	)

Net asset value — End of year	$	15.120		$	13.800		$	13.270		$	10.700		$	9.700

Total Return⁽³⁾		9.57	%		3.99	%		24.02	%		10.31	%		(35.12	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	1,625		$	2,660		$	3,899		$	5,805		$	12,352
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		2.00	%		1.98	%		2.03	%		2.20	%		2.02	%
Net investment loss		(1.04	)%		(1.41	)%		(1.59	)%		(1.37	)%⁽²⁾		(1.55	)%
Portfolio Turnover of the Portfolio		57	%		89	%		114	%		95	%		93	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.011 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.50)%.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		11		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	13.750		$	13.220		$	10.660		$	9.660		$	14.900

Income (Loss) From Operations
Net investment loss⁽¹⁾	$	(0.154	)	$	(0.209	)	$	(0.194	)	$	(0.132	)⁽²⁾	$	(0.215	)
Net realized and unrealized gain (loss)		1.464			0.739			2.754			1.132			(5.025	)

Total income (loss) from operations	$	1.310		$	0.530		$	2.560		$	1.000		$	(5.240	)

Net asset value — End of year	$	15.060		$	13.750		$	13.220		$	10.660		$	9.660

Total Return⁽³⁾		9.45	%		4.01	%		24.02	%		10.35	%		(35.17	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	20,732		$	22,593		$	26,016		$	22,931		$	23,037
Ratios (as a percentage of average daily net assets):
Expenses⁽⁴⁾⁽⁵⁾		2.00	%		1.98	%		2.03	%		2.19	%		2.02	%
Net investment loss		(1.06	)%		(1.42	)%		(1.59	)%		(1.44	)%⁽²⁾		(1.55	)%
Portfolio Turnover of the Portfolio		57	%		89	%		114	%		95	%		93	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Net investment loss per share reflects special dividends allocated from the Portfolio which amounted to $0.008 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.52)%.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		12		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31,									Period Ended October 31, 2009⁽¹⁾
	2012			2011			2010			Period Ended October 31, 2009⁽¹⁾
Net asset value — Beginning of period	$	15.420		$	14.680		$	11.710		$	12.180

Income (Loss) From Operations
Net investment loss⁽²⁾	$	(0.013	)	$	(0.068	)	$	(0.081	)	$	(0.008	)
Net realized and unrealized gain (loss)		1.653			0.808			3.051			(0.462	)

Total income (loss) from operations	$	1.640		$	0.740		$	2.970		$	(0.470	)

Net asset value — End of period	$	17.060		$	15.420		$	14.680		$	11.710

Total Return⁽³⁾		10.64	%		5.04	%		25.36	%		(3.86	)%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	10,931		$	11,692		$	7,971		$	1,923
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		1.00	%		0.98	%		1.03	%		1.19	%⁽⁷⁾
Net investment loss		(0.08	)%		(0.41	)%		(0.59	)%		(0.79	)%⁽⁷⁾
Portfolio Turnover of the Portfolio		57	%		89	%		114	%		95	%⁽⁸⁾

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

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁶⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁷⁾	Annualized.

⁽⁸⁾	For the Portfolio’s year ended October 31, 2009.


		13		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Tax-Managed Small-Cap Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Beginning January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Tax-Managed Small-Cap Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (72.5% at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

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

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

At October 31, 2012, the Fund, for federal income tax purposes, had a capital loss carryforward of $20,601,526 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. The capital loss carryforward will expire on October 31, 2017. In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2012.

During the year ended October 31, 2012, a capital loss carryforward of $8,143,094 was utilized to offset net realized gains by the Fund.


		14

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Notes to Financial Statements — continued

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

2 Distributions to Shareholders

During the year ended October 31, 2012, accumulated net realized loss was decreased by $52,975, accumulated net investment loss was decreased by $503,928 and paid-in capital was decreased by $556,903 due to differences between book and tax accounting, primarily for net operating losses, distributions from real estate investment trusts (REITs), investments in partnerships and foreign currency gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Capital loss carryforward	$	(20,601,526	)
Net unrealized appreciation	$	12,987,160

3 Transactions with Affiliates

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $14,641 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $2,080 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

4 Distribution Plans

The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class B and Class C Plans, the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2012, the Fund paid or accrued to EVD $15,694 and $162,305 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and


		15

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Notes to Financial Statements — continued

Class C shares. At October 31, 2012, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $7,806,000 and $12,849,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $5,232 and $54,102 for Class B and Class C shares, respectively.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $200, $4,000 and $2,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investment in the Portfolio aggregated $3,258,074 and $41,569,712, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2012			2011

Sales		391,171			492,436
Redemptions		(2,322,861	)		(1,548,234	)
Exchange from Class B shares		47,903			77,946

Net decrease		(1,883,787	)		(977,852	)


	Year Ended October 31,
Class B	2012			2011

Sales		5,305			35,954
Redemptions		(37,199	)		(50,667	)
Exchange to Class A shares		(53,389	)		(86,311	)

Net decrease		(85,283	)		(101,024	)


		16

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Notes to Financial Statements — continued


	Year Ended October 31,
Class C	2012			2011

Sales		44,321			141,036
Redemptions		(311,080	)		(465,707	)

Net decrease		(266,759	)		(324,671	)


	Year Ended October 31,
Class I	2012			2011

Sales		139,030			608,329
Redemptions		(256,532	)		(393,252	)

Net increase (decrease)		(117,502	)		215,077


		17

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Tax-Managed Small-Cap Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed Small-Cap Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Tax-Managed Small-Cap Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2012


		18

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Federal Tax Information (Unaudited)

Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund.


		19

Tax-Managed Small-Cap Portfolio

October 31, 2012

Portfolio of Investments


Common Stocks — 98.9%


Security	Shares		Value


Aerospace & Defense — 1.6%
Aerovironment, Inc.⁽¹⁾		95,740	$	2,105,323

			$	2,105,323


Auto Components — 1.5%
Dana Holding Corp.		159,860	$	2,103,758

			$	2,103,758


Building Products — 1.9%
Armstrong World Industries, Inc.		48,650	$	2,520,070

			$	2,520,070


Capital Markets — 6.4%
HFF, Inc., Class A⁽¹⁾		158,300	$	2,205,119
Lazard, Ltd., Class A		81,980		2,415,131
Walter Investment Management Corp.⁽¹⁾		83,501		4,035,603

			$	8,655,853


Chemicals — 4.0%
Balchem Corp.		80,260	$	2,795,456
Cytec Industries, Inc.		37,940		2,611,031

			$	5,406,487


Commercial Banks — 3.3%
Signature Bank⁽¹⁾		34,560	$	2,462,054
Texas Capital Bancshares, Inc.⁽¹⁾		42,180		2,002,285

			$	4,464,339


Commercial Services & Supplies — 3.0%
Clean Harbors, Inc.⁽¹⁾		13,600	$	793,560
Team, Inc.⁽¹⁾		98,364		3,224,372

			$	4,017,932


Construction & Engineering — 2.1%
MYR Group, Inc.⁽¹⁾		134,940	$	2,858,029

			$	2,858,029


Distributors — 2.8%
LKQ Corp.⁽¹⁾		180,680	$	3,774,405

			$	3,774,405


Security	Shares		Value


Electronic Equipment, Instruments & Components — 6.9%
FEI Co.		51,540	$	2,837,277
FLIR Systems, Inc.		137,190		2,665,602
InvenSense, Inc.⁽¹⁾		161,220		1,805,664
National Instruments Corp.		86,615		2,040,649

			$	9,349,192


Energy Equipment & Services — 1.6%
Hornbeck Offshore Services, Inc.⁽¹⁾		62,360	$	2,160,150

			$	2,160,150


Food Products — 3.7%
Flowers Foods, Inc.		108,880	$	2,143,847
Ingredion, Inc.		43,020		2,644,009
WhiteWave Foods Co. (The), Class A⁽¹⁾		16,243		267,523

			$	5,055,379


Health Care Equipment & Supplies — 4.8%
Analogic Corp.		48,810	$	3,595,344
Integra LifeSciences Holdings Corp.⁽¹⁾		32,352		1,237,464
Orthofix International NV⁽¹⁾		44,130		1,750,196

			$	6,583,004


Health Care Providers & Services — 4.3%
ExamWorks Group, Inc.⁽¹⁾		185,030	$	2,594,121
MEDNAX, Inc.⁽¹⁾		36,990		2,551,570
Team Health Holdings, Inc.⁽¹⁾		26,270		699,045

			$	5,844,736


Household Products — 2.6%
Church & Dwight Co., Inc.		70,060	$	3,556,246

			$	3,556,246


Insurance — 3.8%
Allied World Assurance Co. Holdings, Ltd.		36,460	$	2,927,738
HCC Insurance Holdings, Inc.		64,220		2,288,801

			$	5,216,539


IT Services — 3.2%
Euronet Worldwide, Inc.⁽¹⁾		120,180	$	2,438,452
Global Cash Access Holdings, Inc.⁽¹⁾		269,900		1,902,795

			$	4,341,247


		20		See Notes to Financial Statements.

Tax-Managed Small-Cap Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Life Sciences Tools & Services — 1.5%
Bruker Corp.⁽¹⁾		169,340	$	2,047,321

			$	2,047,321


Machinery — 6.6%
Colfax Corp.⁽¹⁾		69,340	$	2,384,602
RBC Bearings, Inc.⁽¹⁾		60,336		2,996,286
Valmont Industries, Inc.		26,360		3,561,236

			$	8,942,124


Marine — 1.7%
Kirby Corp.⁽¹⁾		40,290	$	2,315,869

			$	2,315,869


Multiline Retail — 2.1%
Fred’s, Inc., Class A		213,220	$	2,889,131

			$	2,889,131


Oil, Gas & Consumable Fuels — 7.2%
Goodrich Petroleum Corp.⁽¹⁾		150,440	$	1,854,925
Kodiak Oil & Gas Corp.⁽¹⁾		301,200		2,783,088
PDC Energy, Inc.⁽¹⁾		100,690		3,047,886
WPX Energy, Inc.⁽¹⁾		127,440		2,158,834

			$	9,844,733


Real Estate Investment Trusts (REITs) — 6.5%
American Campus Communities, Inc.		52,410	$	2,374,697
Mid-America Apartment Communities, Inc.		32,360		2,094,015
PS Business Parks, Inc.		39,521		2,534,482
Sovran Self Storage, Inc.		32,660		1,887,748

			$	8,890,942


Real Estate Management & Development — 2.6%
Forestar Real Estate Group, Inc.⁽¹⁾		222,171	$	3,556,958

			$	3,556,958


Semiconductors & Semiconductor Equipment — 3.8%
Cirrus Logic, Inc.⁽¹⁾		74,370	$	3,031,321
Cypress Semiconductor Corp.⁽¹⁾		208,620		2,067,424

			$	5,098,745


Software — 2.0%
Mentor Graphics Corp.⁽¹⁾		172,050	$	2,670,216

			$	2,670,216


Security	Shares		Value

Specialty Retail — 6.6%
GNC Holdings, Inc., Class A		102,540	$	3,965,222
Group 1 Automotive, Inc.		35,460		2,198,874
Select Comfort Corp.⁽¹⁾		99,030		2,756,005

			$	8,920,101


Thrifts & Mortgage Finance — 0.8%
ViewPoint Financial Group, Inc.		53,780	$	1,118,624

			$	1,118,624


Total Common Stocks (identified cost $112,828,284)			$	134,307,453


Special Warrants — 0.0%


Security	Shares		Value

Metals & Mining — 0.0%
Western Exploration and Development, Ltd.^(1)(2)(3)		600,000	$	0


Total Special Warrants (identified cost $480,000)			$	0


Short-Term Investments — 2.7%


Description	Interest (000’s omitted)		Value
Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽⁴⁾	$	3,636	$	3,635,604


Total Short-Term Investments (identified cost $3,635,604)			$	3,635,604


Total Investments — 101.6% (identified cost $116,943,888)			$	137,943,057


Other Assets, Less Liabilities — (1.6)%			$	(2,147,550	)


Net Assets — 100.0%			$	135,795,507

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

⁽¹⁾	Non-income producing security.

⁽²⁾	Restricted security (see Note 5).

⁽³⁾	For fair value measurement disclosure purposes, security is categorized as Level 3 (see Note 7).

⁽⁴⁾	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2012.


		21		See Notes to Financial Statements.

Tax-Managed Small-Cap Portfolio

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Unaffiliated investments, at value (identified cost, $113,308,284)	$	134,307,453
Affiliated investment, at value (identified cost, $3,635,604)		3,635,604
Interest receivable from affiliated investment		364
Total assets	$	137,943,421

Liabilities
Payable for investments purchased	$	2,012,215
Payable to affiliates:
Investment adviser fee		73,028
Trustees’ fees		542
Accrued expenses		62,129
Total liabilities	$	2,147,914
Net Assets applicable to investors’ interest in Portfolio	$	135,795,507

Sources of Net Assets
Investors’ capital	$	114,796,338
Net unrealized appreciation		20,999,169
Total	$	135,795,507


		22		See Notes to Financial Statements.

Tax-Managed Small-Cap Portfolio

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Dividends (net of foreign taxes, $6,382)	$	1,463,214
Interest allocated from affiliated investment		5,047
Expenses allocated from affiliated investment		(705	)
Total investment income	$	1,467,556

Expenses
Investment adviser fee	$	971,111
Trustees’ fees and expenses		6,772
Custodian fee		89,196
Legal and accounting services		55,351
Miscellaneous		6,979
Total expenses	$	1,129,409
Deduct —
Reduction of custodian fee	$	7
Total expense reductions	$	7

Net expenses	$	1,129,402

Net investment income	$	338,154

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	10,292,944
Investment transactions allocated from affiliated investment		108
Foreign currency transactions		367
Net realized gain	$	10,293,419
Change in unrealized appreciation (depreciation) —
Investments	$	5,952,299
Net change in unrealized appreciation (depreciation)	$	5,952,299

Net realized and unrealized gain	$	16,245,718

Net increase in net assets from operations	$	16,583,872


		23		See Notes to Financial Statements.

Tax-Managed Small-Cap Portfolio

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income (loss)	$	338,154		$	(283,408	)
Net realized gain from investment and foreign currency transactions		10,293,419			6,152,449
Net change in unrealized appreciation (depreciation) from investments and foreign currency		5,952,299			3,147,988
Net increase in net assets from operations	$	16,583,872		$	9,017,029
Capital transactions —
Contributions	$	3,261,344		$	26,265,991
Withdrawals		(49,844,231	)		(41,453,573	)
Net decrease in net assets from capital transactions	$	(46,582,887	)	$	(15,187,582	)

Net decrease in net assets	$	(29,999,015	)	$	(6,170,553	)

Net Assets
At beginning of year	$	165,794,522		$	171,965,075
At end of year	$	135,795,507		$	165,794,522


		24		See Notes to Financial Statements.

Tax-Managed Small-Cap Portfolio

October 31, 2012

Supplementary Data


	Year Ended October 31,
Ratios/Supplemental Data	2012			2011			2010			2009			2008
Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.73	%		0.72	%		0.74	%		0.75	%		0.74	%
Net investment income (loss)		0.22	%		(0.15	)%		(0.30	)%		(0.00	)%⁽²⁾⁽³⁾		(0.27	)%
Portfolio Turnover		57	%		89	%		114	%		95	%		93	%

Total Return		10.87	%		5.31	%		25.69	%		11.86	%		(34.33	)%

Net assets, end of year (000’s omitted)	$	135,796		$	165,795		$	171,965		$	163,056		$	157,143

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

⁽²⁾	Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (0.09)%.

⁽³⁾	Amount is less than 0.005%.


		25		See Notes to Financial Statements.

Tax-Managed Small-Cap Portfolio

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Tax-Managed Small-Cap Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term, after-tax returns by investing in a diversified portfolio of publicly traded equity securities of small-cap companies. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2012, Eaton Vance Tax-Managed Small-Cap Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 72.5% and 27.5%, respectively, in the Portfolio.

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

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

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

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

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


		26

Tax-Managed Small-Cap Portfolio

October 31, 2012

Notes to Financial Statements — continued

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

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $85,299,786 and $123,045,453, respectively, for the year ended October 31, 2012.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	116,876,736

Gross unrealized appreciation	$	25,979,706
Gross unrealized depreciation		(4,913,385	)

Net unrealized appreciation	$	21,066,321


		27

Tax-Managed Small-Cap Portfolio

October 31, 2012

Notes to Financial Statements — continued

5 Restricted Securities

At October 31, 2012, the Portfolio owned the following security (representing 0.0% of net assets) which was restricted as to public resale and not registered under the Securities Act of 1933 (excluding Rule 144A securities). The Portfolio has various registration rights (exercisable under a variety of circumstances) with respect to this security. The value of this security is determined based on valuations provided by brokers when available, or if not available, it is valued at fair value using methods determined in good faith by or at the direction of the Trustees.


Description	Date of Acquisition		Shares		Cost		Value

Special Warrants
Western Exploration and Development, Ltd.		12/21/98		600,000	$	480,000	$	0

Total Special Warrants					$	480,000	$	0

Total Restricted Securities							$	0

6 Line of Credit

7 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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

At October 31, 2012, 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	$	134,307,453	*	$	—	$	—		$	134,307,453
Special Warrants		—			—		0	*		0
Short-Term Investments		—			3,635,604		—			3,635,604

Total Investments	$	134,307,453		$	3,635,604	$	0		$	137,943,057

*	The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

**	None of the unobservable inputs for Level 3 assets, individually or collectively, had a material impact on the Portfolio.


		28

Tax-Managed Small-Cap Portfolio

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of Tax-Managed Small-Cap Portfolio:

We have audited the accompanying statement of assets and liabilities of Tax-Managed Small-Cap Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Tax-Managed Small-Cap Portfolio as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2012


		29

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed Small-Cap Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 187 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.


Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) and Directorships 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 187 registered investment companies. 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 and Hexavest Inc.


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.


		30

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Management and Organization — continued


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

Ronald A. Pearlman 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Since 1998	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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
Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) During Past Five Years
Duncan W. Richardson 1957	President of the Trust and Vice President of the Portfolio	Since 2011	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Nancy B. Tooke 1946	President of the Portfolio	Since 2011	Vice President of EVM and BMR.

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


		31

Eaton Vance

Tax-Managed Small-Cap Fund

October 31, 2012

Management and Organization — continued


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


		32

Eaton Vance Funds

IMPORTANT NOTICES

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


		33

This Page Intentionally Left Blank

Investment Adviser of Tax-Managed Small-Cap Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Tax-Managed Small-Cap Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

LOGO


130-12/12		MGSRC

Eaton Vance

Tax-Managed Small-Cap Value Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

Tax-Managed Small-Cap Value Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			18 and 29

Federal Tax Information			19

Management and Organization			30

Important Notices			33

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

But despite a slowdown in consumer spending, weakening employment data and downward revisions of growth expectations, global equities moved upward intermittently from June through mid-October 2012. Several factors appeared to be driving a market rally that defied U.S. economic data. First, investors anticipated that worsening economic news would prompt the U.S. Federal Reserve to initiate another round of quantitative easing to stimulate the economy — which it did in mid-September 2012. Second, investors were hunting for yield in a historically low interest-rate environment, and many were driven to stocks that offered higher yields than bonds.

Fund Performance

For the fiscal year ended October 31, 2012, Eaton Vance Tax-Managed Small-Cap Value Fund (the Fund) had a total return of 7.51% for Class A shares at net asset value (NAV). By comparison, the Fund’s benchmark, the Russell 2000 Value Index (the Index), returned 14.47% for the period.

The Fund underperformed the Index due to stock selection as well as sector and industry allocation. While the broad stock market recorded solid gains for the 12-month period, the nature of the rally favored low-quality stocks. The Fund achieved positive absolute returns in seven of the nine economic sectors in which it was invested. The Index recorded positive returns in eight of its 10 sectors.

An underweight position as well as stock selection hurt the Fund’s relative results in financials, which was the top-performing sector in the Index. In the materials sector, the Fund’s position in a major supplier of carbon for water filtration detracted from Fund performance after the company fell short of expectations. The energy sector also negatively impacted the Fund’s relative performance versus the Index due to both a sector overweight and stock selection. Energy was the weakest-performing Index sector for the 12-month period. The Fund’s holding in an oil exploration and production company detracted from Fund performance, as slowing global economic growth negatively impacted the company’s shares.

Conversely, stock selection as well as an underweight in information technology contributed to the Fund’s relative performance versus the Index. A large information technology outsourcing company with government exposure was one of the Fund’s holdings contributing to performance for the period. The company’s stock price rose partly on expectations that it would gain new business from the implementation of health care reform. The Fund’s holdings in the consumer discretionary sector also outperformed the Index for the period thanks to stock selection. The Fund’s holdings in the textiles, apparel and luxury goods industry contributed positively to results versus the Index, led by a leading manufacturer of children’s clothing. The utilities sector was also a contributor to the Fund’s relative performance versus the Index, as stock selection overcame an overweight position. Within utilities, the Fund avoided industries most impacted by price competition from falling natural gas prices.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Performance^2,3

Portfolio Managers Gregory R. Greene, CFA, J. Bradley Ohlmuller, CFA and Robert J. Milmore, CFA


% Average Annual Total Returns	Inception Date		One Year			Five Years			Ten Years			Since Inception
Class A at NAV		03/04/2002		7.51	%		2.75	%		8.98	%		—
Class A with 5.75% Maximum Sales Charge		—		1.34			1.54			8.34			—
Class B at NAV		03/04/2002		6.67			1.99			8.17			—
Class B with 5% Maximum Sales Charge		—		1.67			1.65			8.17			—
Class C at NAV		03/04/2002		6.67			1.97			8.18			—
Class C with 1% Maximum Sales Charge		—		5.67			1.97			8.18			—
Class I at NAV		10/01/2009		7.75			—			—			10.47	%
Russell 2000 Value Index		—		14.47	%		0.87	%		9.37	%		—


% After-Tax Returns with Maximum Sales Charge	Inception Date		One Year			Five Years			Ten Years			Since Inception
Class A After Taxes on Distributions		03/04/2002		0.80	%		1.00	%		7.84	%		—
Class A After Taxes on Distributions and Sale of Fund Shares		—		1.53			1.27			7.33			—
Class B After Taxes on Distributions		03/04/2002		1.06			1.07			7.66			—
Class B After Taxes on Distributions and Sale of Fund Shares		—		1.85			1.37			7.19			—
Class C After Taxes on Distributions		03/04/2002		5.05			1.40			7.66			—
Class C After Taxes on Distributions and Sale of Fund Shares		—		4.44			1.65			7.20			—
Class I After Taxes on Distributions		10/01/2009		7.18			—			—			10.03	%
Class I After Taxes on Distributions and Sale of Fund Shares		—		5.73			—			—			8.99


% Total Annual Operating Expense Ratios⁴			Class A			Class B			Class C			Class I
Gross				2.05	%		2.80	%		2.80	%		1.80	%
Net				1.45			2.20			2.20			1.20

Performance 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.

LOGO


Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Class B	$10,000	10/31/2002	$21,955	N.A.
Class C	$10,000	10/31/2002	$21,963	N.A.
Class I	$250,000	10/01/2009	$339,975	N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Fund Profile⁵

Sector Allocation (% of net assets)⁶

LOGO

Top 10 Holdings (% of net assets)⁶


A.O. Smith Corp.	4.3	%
Cleco Corp.	4.2
JDA Software Group, Inc.	3.2
Portland General Electric Co.	3.1
MAXIMUS, Inc.	3.1
National Penn Bancshares, Inc.	2.9
Lancaster Colony Corp.	2.9
NETGEAR, Inc.	2.8
AptarGroup, Inc.	2.8
Umpqua Holdings Corp.	2.6
Total	31.9	%

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Endnotes and Additional Disclosures

S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Russell 2000 Value Index is an unmanaged index of U.S. small-cap value stocks. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

⁴	Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 2/28/13. Without the reimbursement, performance would have been lower.

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

⁶	Excludes cash and cash equivalents.

Fund profile subject to change due to active management.

Important Notice to Shareholders


		5

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)			Expenses Paid During Period* (5/1/12 – 10/31/12)			Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	992.90		$	7.26	**		1.45	%
Class B	$	1,000.00	$	989.40		$	11.00	**		2.20	%
Class C	$	1,000.00	$	988.70		$	11.00	**		2.20	%
Class I	$	1,000.00	$	993.60		$	6.01	**		1.20	%



Hypothetical					��
(5% return per year before expenses)
Class A	$	1,000.00	$	1,017.80		$	7.35	**		1.45	%
Class B	$	1,000.00	$	1,014.10		$	11.14	**		2.20	%
Class C	$	1,000.00	$	1,014.10		$	11.14	**		2.20	%
Class I	$	1,000.00	$	1,019.10		$	6.09	**		1.20	%

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


		6

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investment in Tax-Managed Small-Cap Value Portfolio, at value (identified cost, $27,508,307)	$	36,712,090
Receivable for Fund shares sold		4,914
Receivable from affiliate		7,291
Total assets	$	36,724,295

Liabilities
Payable for Fund shares redeemed	$	42,020
Payable to affiliates:
Distribution and service fees		11,868
Administration fee		4,667
Trustees’ fees		42
Accrued expenses		37,930
Total liabilities	$	96,527
Net Assets	$	36,627,768

Sources of Net Assets
Paid-in capital	$	25,205,332
Accumulated net realized gain from Portfolio		2,326,571
Accumulated net investment loss		(107,918	)
Net unrealized appreciation from Portfolio		9,203,783
Total	$	36,627,768

Class A Shares
Net Assets	$	22,824,383
Shares Outstanding		1,489,961
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	15.32
Maximum Offering Price Per Share
(100 ÷ 94.25 of net asset value per share)	$	16.25

Class B Shares
Net Assets	$	1,286,079
Shares Outstanding		92,346
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	13.93

Class C Shares
Net Assets	$	6,944,303
Shares Outstanding		498,017
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	13.94

Class I Shares
Net Assets	$	5,573,003
Shares Outstanding		360,831
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	15.44

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.


		7		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Dividends allocated from Portfolio (net of foreign taxes, $218)	$	478,264
Interest allocated from Portfolio		94
Expenses allocated from Portfolio		(413,527	)
Total investment income from Portfolio	$	64,831

Expenses
Administration fee	$	54,723
Distribution and service fees
Class A		58,455
Class B		16,187
Class C		73,377
Trustees’ fees and expenses		500
Custodian fee		15,402
Transfer and dividend disbursing agent fees		48,709
Legal and accounting services		20,171
Printing and postage		19,818
Registration fees		52,077
Miscellaneous		13,046
Total expenses	$	372,465
Deduct —
Allocation of expenses to affiliates	$	200,130
Total expense reductions	$	200,130

Net expenses	$	172,335

Net investment loss	$	(107,504	)

Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	2,411,020
Net realized gain	$	2,411,020
Change in unrealized appreciation (depreciation) —
Investments	$	225,635
Net change in unrealized appreciation (depreciation)	$	225,635

Net realized and unrealized gain	$	2,636,655

Net increase in net assets from operations	$	2,529,151


		8		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment loss	$	(107,504	)	$	(128,312	)
Net realized gain from investment transactions		2,411,020			1,395,930
Net change in unrealized appreciation (depreciation) from investments		225,635			2,048,851
Net increase in net assets from operations	$	2,529,151		$	3,316,469
Distributions to shareholders —
From net realized gain
Class A	$	(858,606	)	$	(1,295,895	)
Class B		(70,065	)		(110,140	)
Class C		(286,480	)		(392,953	)
Class I		(128,499	)		(74,671	)
Total distributions to shareholders	$	(1,343,650	)	$	(1,873,659	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	3,343,223		$	6,322,372
Class B		357,858			525,474
Class C		769,219			1,551,167
Class I		2,945,220			2,903,262
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		799,592			1,138,551
Class B		45,498			87,432
Class C		225,917			309,152
Class I		96,195			4,226
Cost of shares redeemed
Class A		(6,711,068	)		(10,360,470	)
Class B		(464,785	)		(500,694	)
Class C		(1,593,437	)		(1,978,212	)
Class I		(963,098	)		(1,127,669	)
Net asset value of shares exchanged
Class A		466,139			485,346
Class B		(466,139	)		(485,346	)
Net decrease in net assets from Fund share transactions	$	(1,149,666	)	$	(1,125,409	)

Net increase in net assets	$	35,835		$	317,401

Net Assets
At beginning of year	$	36,591,933		$	36,274,532
At end of year	$	36,627,768		$	36,591,933

Accumulated net investment loss included in net assets
At end of year	$	(107,918	)	$	—


		9		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Financial Highlights


	Class A
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	14.770		$	14.210		$	12.000		$	11.400		$	16.050

Income (Loss) From Operations
Net investment income (loss)⁽¹⁾	$	(0.021	)	$	(0.023	)⁽²⁾	$	(0.043	)	$	0.022		$	(0.003	)
Net realized and unrealized gain (loss)		1.100			1.298			2.253			0.578			(3.146	)

Total income (loss) from operations	$	1.079		$	1.275		$	2.210		$	0.600		$	(3.149	)

Less Distributions
From net realized gain	$	(0.529	)	$	(0.715	)	$	—		$	—		$	(1.501	)

Total distributions	$	(0.529	)	$	(0.715	)	$	—		$	—		$	(1.501	)

Net asset value — End of year	$	15.320		$	14.770		$	14.210		$	12.000		$	11.400

Total Return⁽³⁾		7.51	%		8.94	%		18.42	%		5.36	%		(21.61	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	22,824		$	24,119		$	25,448		$	21,727		$	17,628
Ratios (as a percentage of average daily net assets):
Expenses^(4)(5)(6)		1.45	%		1.59	%		1.65	%		1.65	%		1.65	%
Net investment income (loss)		(0.14	)%		(0.15	)%⁽²⁾		(0.32	)%		0.21	%		(0.02	)%
Portfolio Turnover of the Portfolio		55	%		66	%		51	%		66	%		103	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Net investment loss per share includes special dividends allocated from the Portfolio which amounted to $0.024 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (0.31)%.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾

The administrator subsidized certain operating expenses (equal to 0.55%, 0.46%, 0.37%, 0.55% and 0.32% of average daily net assets for the years ended October 31, 2012, 2011, 2010, 2009 and 2008, respectively). Prior to March 19, 2012, a portion of the subsidy was borne by the sub-adviser of the Portfolio. Absent this subsidy, total return would have been lower.

⁽⁶⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		10		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Financial Highlights — continued


	Class B
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	13.580		$	13.210		$	11.240		$	10.750		$	15.330

Income (Loss) From Operations
Net investment loss⁽¹⁾	$	(0.121	)	$	(0.124	)⁽²⁾	$	(0.132	)	$	(0.049	)	$	(0.102	)
Net realized and unrealized gain (loss)		1.000			1.209			2.102			0.539			(2.977	)

Total income (loss) from operations	$	0.879		$	1.085		$	1.970		$	0.490		$	(3.079	)

Less Distributions
From net realized gain	$	(0.529	)	$	(0.715	)	$	—		$	—		$	(1.501	)

Total distributions	$	(0.529	)	$	(0.715	)	$	—		$	—		$	(1.501	)

Net asset value — End of year	$	13.930		$	13.580		$	13.210		$	11.240		$	10.750

Total Return⁽³⁾		6.67	%		8.14	%		17.53	%		4.56	%		(22.15	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	1,286		$	1,768		$	2,071		$	2,638		$	3,538
Ratios (as a percentage of average daily net assets):
Expenses^(4)(5)(6)		2.20	%		2.35	%		2.40	%		2.40	%		2.40	%
Net investment loss		(0.88	)%		(0.90	)%⁽²⁾		(1.06	)%		(0.51	)%		(0.79	)%
Portfolio Turnover of the Portfolio		55	%		66	%		51	%		66	%		103	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Net investment loss per share includes special dividends allocated from the Portfolio which amounted to $0.022 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.06)%.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾

⁽⁶⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		11		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	13.590		$	13.220		$	11.250		$	10.760		$	15.350

Income (Loss) From Operations
Net investment loss⁽¹⁾	$	(0.122	)	$	(0.123	)⁽²⁾	$	(0.133	)	$	(0.053	)	$	(0.100	)
Net realized and unrealized gain (loss)		1.001			1.208			2.103			0.543			(2.989	)

Total income (loss) from operations	$	0.879		$	1.085		$	1.970		$	0.490		$	(3.089	)

Less Distributions
From net realized gain	$	(0.529	)	$	(0.715	)	$	—		$	—		$	(1.501	)

Total distributions	$	(0.529	)	$	(0.715	)	$	—		$	—		$	(1.501	)

Net asset value — End of year	$	13.940		$	13.590		$	13.220		$	11.250		$	10.760

Total Return⁽³⁾		6.67	%		8.14	%		17.51	%		4.55	%		(22.19	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	6,944		$	7,351		$	7,312		$	6,317		$	5,336
Ratios (as a percentage of average daily net assets):
Expenses^(4)(5)(6)		2.20	%		2.34	%		2.40	%		2.40	%		2.40	%
Net investment loss		(0.89	)%		(0.90	)%⁽²⁾		(1.06	)%		(0.54	)%		(0.78	)%
Portfolio Turnover of the Portfolio		55	%		66	%		51	%		66	%		103	%

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Net investment loss per share includes special dividends allocated from the Portfolio which amounted to $0.021 per share. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.05)%.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁵⁾

⁽⁶⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		12		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31,									Period Ended October 31, 2009⁽¹⁾
	2012			2011			2010			Period Ended October 31, 2009⁽¹⁾
Net asset value — Beginning of period	$	14.850		$	14.250		$	12.000		$	12.330

Income (Loss) From Operations
Net investment income (loss)⁽²⁾	$	0.014		$	0.008	⁽³⁾	$	(0.011	)	$	(0.001	)
Net realized and unrealized gain (loss)		1.105			1.307			2.261			(0.329	)

Total income (loss) from operations	$	1.119		$	1.315		$	2.250		$	(0.330	)

Less Distributions
From net realized gain	$	(0.529	)	$	(0.715	)	$	—		$	—

Total distributions	$	(0.529	)	$	(0.715	)	$	—		$	—

Net asset value — End of period	$	15.440		$	14.850		$	14.250		$	12.000

Total Return⁽⁴⁾		7.75	%		9.20	%		18.75	%		(2.68	)%⁽⁵⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	5,573		$	3,354		$	1,444		$	897
Ratios (as a percentage of average daily net assets):
Expenses^(6)(7)(8)		1.20	%		1.34	%		1.40	%		1.40	%⁽⁹⁾
Net investment income (loss)		0.10	%		0.05	%⁽³⁾		(0.08	)%		(0.07	)%⁽⁹⁾
Portfolio Turnover of the Portfolio		55	%		66	%		51	%		66	%^(5)(10)

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

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Net investment income per share includes special dividends allocated from the Portfolio which amounted to $0.022 per share. Excluding special dividends, the ratio of net investment income (loss) to average daily net assets would have been (0.09)%.

⁽⁴⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁵⁾	Not annualized.

⁽⁶⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁷⁾

The administrator subsidized certain operating expenses (equal to 0.55%, 0.46%, 0.37% and 0.58% of average daily net assets for the years ended October 31, 2012, 2011 and 2010 and the period ended October 31, 2009, respectively). Prior to March 19, 2012, a portion of the subsidy was borne by the sub-adviser of the Portfolio. Absent this subsidy, total return would have been lower.

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

⁽⁹⁾	Annualized.

⁽¹⁰⁾	For the Portfolio’s year ended October 31, 2009.


		13		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Tax-Managed Small-Cap Value Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Beginning on January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Tax-Managed Small-Cap Value Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (52.4% at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

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

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

At October 31, 2012, the Fund had a net investment loss of $107,918 incurred after December 31, 2011. This net loss is treated as arising on the first day of the Fund’s taxable year ending October 31, 2013.

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


		14

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Notes to Financial Statements — continued

2 Distributions to Shareholders

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

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Long-term capital gains	$	1,343,650	$	1,873,659

During the year ended October 31, 2012, accumulated net investment loss was increased by $414 and accumulated net realized gain was increased by $414 due to differences between book and tax accounting, primarily for foreign currency gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed long-term capital gains	$	2,454,238
Late year ordinary losses	$	(107,918	)
Net unrealized appreciation	$	9,076,116

3 Transactions with Affiliates

The administration fee is earned by Eaton Vance Management (EVM) as compensation for administrative services rendered to the Fund. The fee is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended October 31, 2012, the administration fee amounted to $54,723. EVM (and the sub-adviser of the Portfolio, Fox Asset Management LLC (Fox), prior to the termination of the sub-advisory agreement effective March 19, 2012) has agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (related to ordinary operating expenses only) exceed 1.45%, 2.20%, 2.20% and 1.20% of the Fund’s average daily net assets for Class A, Class B, Class C and Class I, respectively. This agreement may be changed or terminated after February 28, 2013. Pursuant to this agreement, EVM and Fox were allocated $200,130 in total of the Fund’s operating expenses for the year ended October 31, 2012. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $2,804 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $3,252 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. 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).

Trustees and officers of the Fund and Portfolio who are members of EVM’s or BMR’s organizations receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.


		15

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Notes to Financial Statements — continued

4 Distribution Plans

The Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class B and Class C Plans, the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended October 31, 2012, the Fund paid or accrued to EVD $12,140 and $55,033 for Class B and Class C shares, respectively, representing 0.75% of the average daily net assets of Class B and Class C shares. At October 31, 2012, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately $68,000 and $638,000, respectively.

Pursuant to the Class B and Class C Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $4,047 and $18,344 for Class B and Class C shares, respectively.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $20, $500 and $300 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investment in the Portfolio aggregated $6,095,551 and $7,401,466, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Class A	2012			2011

Sales		218,859			423,467
Issued to shareholders electing to receive payments of distributions in Fund shares		55,220			76,515
Redemptions		(447,881	)		(690,343	)
Exchange from Class B shares		30,965			32,662

Net decrease		(142,837	)		(157,699	)


		16

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Notes to Financial Statements — continued


	Year Ended October 31,
Class B	2012			2011

Sales		26,736			38,421
Issued to shareholders electing to receive payments of distributions in Fund shares		3,433			6,349
Redemptions		(34,134	)		(35,965	)
Exchange to Class A shares		(33,913	)		(35,396	)

Net decrease		(37,878	)		(26,591	)


	Year Ended October 31,
Class C	2012			2011

Sales		55,790			111,470
Issued to shareholders electing to receive payments of distributions in Fund shares		17,025			22,435
Redemptions		(115,640	)		(145,996	)

Net decrease		(42,825	)		(12,091	)


	Year Ended October 31,
Class I	2012			2011

Sales		192,760			203,245
Issued to shareholders electing to receive payments of distributions in Fund shares		6,602			283
Redemptions		(64,388	)		(78,984	)

Net increase		134,974			124,544


		17

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Tax-Managed Small-Cap Value Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed Small-Cap Value Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Tax-Managed Small-Cap Value Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2012


		18

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Federal Tax Information (Unaudited)

Capital Gains Dividends. The Fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2012, $4,854,728 or, if subsequently determined to be different, the net capital gain of such year.


		19

Tax-Managed Small-Cap Value Portfolio

October 31, 2012

Portfolio of Investments


Common Stocks — 95.4%


Security	Shares		Value


Auto Components — 1.0%
Dana Holding Corp.		53,354	$	702,139

			$	702,139


Building Products — 4.3%
A.O. Smith Corp.		49,350	$	2,998,999

			$	2,998,999


Capital Markets — 1.6%
Stifel Financial Corp.⁽¹⁾		34,763	$	1,101,987

			$	1,101,987


Chemicals — 5.0%
Calgon Carbon Corp.⁽¹⁾		51,196	$	634,318
Innophos Holdings, Inc.		31,154		1,484,488
RPM International, Inc.		52,000		1,386,320

			$	3,505,126


Commercial Banks — 12.8%
First Midwest Bancorp, Inc.		54,514	$	674,338
MB Financial, Inc.		76,841		1,556,799
National Penn Bancshares, Inc.		230,500		2,058,365
Prosperity Bancshares, Inc.		38,800		1,624,168
Trustmark Corp.		51,624		1,211,615
Umpqua Holdings Corp.		153,200		1,852,188

			$	8,977,473


Communications Equipment — 2.8%
NETGEAR, Inc.⁽¹⁾		56,200	$	1,995,662

			$	1,995,662


Construction & Engineering — 2.9%
EMCOR Group, Inc.		31,051	$	998,600
MasTec, Inc.⁽¹⁾		45,992		1,037,580

			$	2,036,180


Containers & Packaging — 2.8%
AptarGroup, Inc.		37,800	$	1,938,384

			$	1,938,384


Security	Shares		Value


Electric Utilities — 7.3%
Cleco Corp.		69,200	$	2,985,980
Portland General Electric Co.		79,200		2,170,080

			$	5,156,060


Electrical Equipment — 0.5%
General Cable Corp.⁽¹⁾		13,422	$	382,930

			$	382,930


Electronic Equipment, Instruments & Components — 0.5%
Itron, Inc.⁽¹⁾		7,935	$	325,811

			$	325,811


Energy Equipment & Services — 2.7%
Hornbeck Offshore Services, Inc.⁽¹⁾		38,004	$	1,316,458
Oil States International, Inc.⁽¹⁾		7,698		562,724

			$	1,879,182


Food Products — 4.9%
Darling International, Inc.⁽¹⁾		44,462	$	734,957
J & J Snack Foods Corp.		12,336		706,483
Lancaster Colony Corp.		27,900		2,030,562

			$	3,472,002


Health Care Equipment & Supplies — 4.1%
Teleflex, Inc.		17,200	$	1,168,740
West Pharmaceutical Services, Inc.		32,100		1,729,227

			$	2,897,967


Health Care Providers & Services — 2.0%
Magellan Health Services, Inc.⁽¹⁾		28,126	$	1,410,519

			$	1,410,519


Insurance — 7.9%
Aspen Insurance Holdings, Ltd.		47,300	$	1,530,155
National Financial Partners Corp.⁽¹⁾		22,542		413,646
ProAssurance Corp.		13,855		1,238,637
Protective Life Corp.		49,989		1,364,700
Tower Group, Inc.		53,633		966,466

			$	5,513,604


		20		See Notes to Financial Statements.

Tax-Managed Small-Cap Value Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


IT Services — 3.1%
MAXIMUS, Inc.		39,000	$	2,152,020

			$	2,152,020


Machinery — 4.3%
Barnes Group, Inc.		77,400	$	1,770,912
Crane Co.		22,180		931,116
EnPro Industries, Inc.⁽¹⁾		8,949		327,176

			$	3,029,204


Media — 1.7%
Madison Square Garden Co. (The)⁽¹⁾		28,700	$	1,181,292

			$	1,181,292


Oil, Gas & Consumable Fuels — 2.9%
Stone Energy Corp.⁽¹⁾		43,822	$	1,033,761
VAALCO Energy, Inc.⁽¹⁾		122,682		1,002,312

			$	2,036,073


Professional Services — 1.2%
Towers Watson & Co., Class A		15,515	$	833,311

			$	833,311


Road & Rail — 4.7%
Genesee & Wyoming, Inc., Class A⁽¹⁾		23,723	$	1,719,206
Old Dominion Freight Line, Inc.⁽¹⁾		46,896		1,572,892

			$	3,292,098


Semiconductors & Semiconductor Equipment — 0.9%
OmniVision Technologies, Inc.⁽¹⁾		44,254	$	632,832

			$	632,832


Software — 4.2%
Ebix, Inc.		30,953	$	674,466
JDA Software Group, Inc.⁽¹⁾		58,900		2,246,446

			$	2,920,912


Specialty Retail — 4.8%
Aeropostale, Inc.⁽¹⁾		66,406	$	793,552
Children’s Place Retail Stores, Inc. (The)⁽¹⁾		26,084		1,524,088
Finish Line, Inc. (The), Class A		50,500		1,050,652

			$	3,368,292


Security	Shares		Value


Textiles, Apparel & Luxury Goods — 3.5%
Hanesbrands, Inc.⁽¹⁾		43,000	$	1,439,210
Iconix Brand Group, Inc.⁽¹⁾		53,945		998,522

			$	2,437,732


Thrifts & Mortgage Finance — 1.0%
Washington Federal, Inc.		40,300	$	676,234

			$	676,234


Total Common Stocks (identified cost $48,374,516)			$	66,854,025


Short-Term Investments — 4.7%


Description	Principal Amount (000’s omitted)		Value
State Street Bank and Trust Euro Time Deposit, 0.01%, 11/1/12	$	3,254	$	3,254,174


Total Short-Term Investments (identified cost $3,254,174)			$	3,254,174


Total Investments — 100.1% (identified cost $51,628,690)			$	70,108,199


Other Assets, Less Liabilities — (0.1)%			$	(54,865	)


Net Assets — 100.0%			$	70,053,334

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

⁽¹⁾	Non-income producing security.


		21		See Notes to Financial Statements.

Tax-Managed Small-Cap Value Portfolio

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investments, at value (identified cost, $51,628,690)	$	70,108,199
Dividends and interest receivable		39,020
Total assets	$	70,147,219

Liabilities
Payable to affiliates:
Investment adviser fee	$	59,269
Trustees’ fees		268
Accrued expenses		34,348
Total liabilities	$	93,885
Net Assets applicable to investors’ interest in Portfolio	$	70,053,334

Sources of Net Assets
Investors’ capital	$	51,573,825
Net unrealized appreciation		18,479,509
Total	$	70,053,334


		22		See Notes to Financial Statements.

Tax-Managed Small-Cap Value Portfolio

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Dividends (net of foreign taxes, $429)	$	943,406
Interest		184
Total investment income	$	943,590

Expenses
Investment adviser fee	$	718,910
Trustees’ fees and expenses		3,363
Custodian fee		55,098
Legal and accounting services		31,993
Miscellaneous		4,917
Total expenses	$	814,281
Deduct —
Reduction of custodian fee	$	1
Total expense reductions	$	1

Net expenses	$	814,280

Net investment income	$	129,310

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	4,981,323
Net realized gain	$	4,981,323
Change in unrealized appreciation (depreciation) —
Investments	$	216,959
Net change in unrealized appreciation (depreciation)	$	216,959

Net realized and unrealized gain	$	5,198,282

Net increase in net assets from operations	$	5,327,592


		23		See Notes to Financial Statements.

Tax-Managed Small-Cap Value Portfolio

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	129,310		$	254,980
Net realized gain from investment transactions		4,981,323			2,534,917
Net change in unrealized appreciation (depreciation) from investments		216,959			3,896,518
Net increase in net assets from operations	$	5,327,592		$	6,686,415
Capital transactions —
Contributions	$	6,097,420		$	12,264,195
Withdrawals		(15,044,707	)		(17,744,784	)
Net decrease in net assets from capital transactions	$	(8,947,287	)	$	(5,480,589	)

Net increase (decrease) in net assets	$	(3,619,695	)	$	1,205,826

Net Assets
At beginning of year	$	73,673,029		$	72,467,203
At end of year	$	70,053,334		$	73,673,029


		24		See Notes to Financial Statements.

Tax-Managed Small-Cap Value Portfolio

October 31, 2012

Supplementary Data


	Year Ended October 31,
Ratios/Supplemental Data	2012			2011			2010			2009			2008
Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		1.13	%		1.11	%		1.13	%		1.14	%		1.12	%
Net investment income		0.18	%		0.33	%⁽²⁾		0.20	%		0.73	%		0.51	%
Portfolio Turnover		55	%		66	%		51	%		66	%		103	%

Total Return		7.86	%		9.46	%		18.99	%		5.89	%		(21.19	)%

Net assets, end of year (000’s omitted)	$	70,053		$	73,673		$	72,467		$	67,629		$	61,778

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

⁽²⁾	Includes special dividends equal to 0.16% of average daily net assets.


		25		See Notes to Financial Statements.

Tax-Managed Small-Cap Value Portfolio

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Tax-Managed Small-Cap Value Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term after-tax returns by investing in a diversified portfolio of value stocks of small-cap companies. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2012, Eaton Vance Tax-Managed Small-Cap Value Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 52.4% and 47.6%, respectively, in the Portfolio.

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

C Income — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

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.


		26

Tax-Managed Small-Cap Value Portfolio

October 31, 2012

Notes to Financial Statements — continued

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of Eaton Vance Management (EVM), as compensation for management and investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 1.00% of the Portfolio’s average daily net assets up to $500 million, and is payable monthly. On net assets of $500 million and over, the annual fee is reduced. Prior to March 19, 2012, BMR delegated the investment management of the Portfolio to Fox Asset Management LLC (Fox), an affiliate of EVM, and paid Fox a portion of its advisory fee for sub-advisory services provided to the Portfolio. Effective March 19, 2012, the portfolio managers of the Portfolio became dual employees of BMR and Fox and the sub-advisory agreement was terminated. For the year ended October 31, 2012, the Portfolio’s investment adviser fee amounted to $718,910 or 1.00% of the Portfolio’s average daily net assets.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $38,281,880 and $47,643,118, respectively, for the year ended October 31, 2012.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	51,789,057

Gross unrealized appreciation	$	18,609,755
Gross unrealized depreciation		(290,613	)

Net unrealized appreciation	$	18,319,142

5 Line of Credit

6 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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


		27

Tax-Managed Small-Cap Value Portfolio

October 31, 2012

Notes to Financial Statements — continued

At October 31, 2012, 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	$	66,854,025	*	$	—	$	—	$	66,854,025

Short-Term Investments		—			3,254,174		—		3,254,174

Total Investments	$	66,854,025		$	3,254,174	$	—	$	70,108,199

*	The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.


		28

Tax-Managed Small-Cap Value Portfolio

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of Tax-Managed Small-Cap Value Portfolio:

We have audited the accompanying statement of assets and liabilities of Tax-Managed Small-Cap Value Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Tax-Managed Small-Cap Value Portfolio as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2012


		29

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed Small-Cap Value Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 187 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.


Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) and Directorships 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 187 registered investment companies. 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 and Hexavest Inc.


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.


		30

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Management and Organization — continued


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

Ronald A. Pearlman 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Of the Trust since 1998 and of the Portfolio since 2001	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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
Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) 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	Vice President and Chief Income Investment Officer 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.


		31

Eaton Vance

Tax-Managed Small-Cap Value Fund

October 31, 2012

Management and Organization — continued


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


		32

Eaton Vance Funds

IMPORTANT NOTICES

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


		33

This Page Intentionally Left Blank

Investment Adviser of Tax-Managed Small-Cap Value Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Tax-Managed Small-Cap Value Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

LOGO

1300-12/12 TMSCVSRC

Eaton Vance

Tax-Managed Value Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

Tax-Managed Value Fund


Table of Contents

Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			17 and 30

Federal Tax Information			18

Management and Organization			31

Important Notices			34

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

But despite a slowdown in consumer spending, weakening employment data and downward revisions of growth expectations, global equities moved upward intermittently from June through mid-October 2012. Several factors appeared to be driving a market rally that defied U.S. economic data. First, investors anticipated that worsening economic news would prompt the U.S. Federal Reserve to initiate another round of quantitative easing to stimulate the economy — which it did in mid-September 2012. Second, investors were hunting for yield in a historically low interest-rate environment, and many were driven to stocks that offered higher yields than bonds.

Fund Performance

For the fiscal year ended October 31, 2012, Eaton Vance Tax-Managed Value Fund (the Fund) had a total return of 15.14% for Class A shares at net asset value (NAV). By comparison, the Fund’s benchmark, the Russell 1000 Value Index (the Index), returned 16.89% for the period. The Fund underperformed the benchmark primarily due to sector and industry allocation. Stock selection overall contributed to the Fund’s relative performance versus the Index, partially offsetting the loss generated from allocation decisions. Despite trailing the Index, the Fund achieved positive absolute returns in all 10 economic sectors in which it was invested. The Index recorded positive absolute returns in nine of those 10 sectors.

On a sector basis, the biggest detractor from relative Fund performance versus the Index was financials. Stock selection in the consumer finance industry was a notable drag on results versus the Index, along with stock selection and an underweight in diversified financial services. In consumer finance, the Fund’s lack of exposure to a major credit card company hurt results versus the Index, as the stock outperformed. In the energy sector, stock selection hurt the Fund’s relative results versus the Index. Among individual energy stocks, a major coal producer held in the Fund was a poor performer after coal prices fell due to price competition from plentiful natural gas supplies. The materials sector was also a drag on the Fund’s relative performance versus the Index. In particular, an overweight in the underperforming metals and mining industry detracted from Fund performance versus the Index, although stock selection partially offset the negative impact.

In terms of contributors to performance versus the Index, stock selection made information technology (IT) the Fund’s top-performing sector relative to the Index. The Fund benefited from management’s early recognition of the trend toward mobile communications and tablet computers, as this segment continued its rapid growth during the 12-month period. A major supplier of smart phones and tablet computers was one of the Fund’s holdings contributing the most to performance. In addition, the Fund’s avoidance of the communications equipment and semiconductors & semiconductor equipment industries, both underperformers, contributed to Fund performance versus the Index in the IT sector. The health care sector also boosted the Fund’s relative results versus the Index, particularly the Fund’s overweight in the biotechnology industry, which outperformed during the period. Two leading biopharmaceutical companies were among the contributors to Fund performance. In the utilities sector, stock selection contributed to the Fund’s relative performance versus the Index.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Performance^2,3

Portfolio Managers Michael R. Mach, CFA, Matthew F. Beaudry, CMFC, CIMA, John D. Crowley and Stephen J. Kaszynski, CFA


% Average Annual Total Returns	Inception Date		One Year			Five Years			Ten Years			Since Inception
Class A at NAV		12/27/1999		15.14	%		–2.10	%		6.53	%		—
Class A with 5.75% Maximum Sales Charge		—		8.54			–3.26			5.89			—
Class C at NAV		01/24/2000		14.23			–2.85			5.72			—
Class C with 1% Maximum Sales Charge		—		13.23			–2.85			5.72			—
Class I at NAV		11/30/2007		15.41			—			—			–1.16	%
Russell 1000 Value Index		—		16.89	%		–1.00	%		7.34	%		—

% After-Tax Returns with Maximum Sales Charge	Inception Date		One Year			Five Years			Ten Years			Since Inception
Class A After Taxes on Distributions		12/27/1999		8.29	%		–3.42	%		5.75	%		—
Class A After Taxes on Distributions and Sale of Fund Shares		—		5.81			–2.76			5.15			—
Class C After Taxes on Distributions		01/24/2000		13.11			–2.90			5.68			—
Class C After Taxes on Distributions and Sale of Fund Shares		—		8.73			–2.41			5.01			—
Class I After Taxes on Distributions		11/30/2007		15.10			—			—			–1.37	%
Class I After Taxes on Distributions and Sale of Fund Shares		—		10.35			—			—			–1.01

% Total Annual Operating Expense Ratios⁴						Class A			Class C			Class I
							1.17	%		1.92	%		0.92	%

Performance 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.

LOGO


Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Class C	$10,000	10/31/2002	$17,451	N.A.
Class I	$250,000	11/30/2007	$236,000	N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Fund Profile⁵

Sector Allocation (% of net assets)⁶

LOGO

Top 10 Holdings (% of net assets)⁶


JPMorgan Chase & Co.	3.0	%
Exxon Mobil Corp.	3.0
General Electric Co.	3.0
Wells Fargo & Co.	3.0
Merck & Co., Inc.	3.0
Pfizer, Inc.	2.9
Chevron Corp.	2.9
Apple, Inc.	2.7
Walt Disney Co. (The)	2.4
CVS Caremark Corp.	2.4

Total	28.3	%

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Endnotes and Additional Disclosures

S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Russell 1000 Value Index is an unmanaged index of U.S. large-cap value stocks. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

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.

Important Notice to Shareholders


		5

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)		Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	1,040.00	$	6.15		1.20	%
Class C	$	1,000.00	$	1,035.40	$	9.93		1.94	%
Class I	$	1,000.00	$	1,041.20	$	4.93		0.96	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,019.10	$	6.09		1.20	%
Class C	$	1,000.00	$	1,015.40	$	9.83		1.94	%
Class I	$	1,000.00	$	1,020.30	$	4.88		0.96	%


		6

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investment in Tax-Managed Value Portfolio, at value (identified cost, $475,999,294)	$	752,485,155
Receivable for Fund shares sold		596,200
Total assets	$	753,081,355

Liabilities
Payable for Fund shares redeemed	$	10,619,508
Payable to affiliates:
Distribution and service fees		204,059
Administration fee		98,232
Trustees’ fees		42
Accrued expenses		212,851
Total liabilities	$	11,134,692
Net Assets	$	741,946,663

Sources of Net Assets
Paid-in capital	$	457,594,042
Accumulated net realized loss from Portfolio		(3,107,432	)
Accumulated undistributed net investment income		10,974,192
Net unrealized appreciation from Portfolio		276,485,861
Total	$	741,946,663

Class A Shares
Net Assets	$	394,414,140
Shares Outstanding		21,371,459
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	18.46
Maximum Offering Price Per Share
(100 ÷ 94.25 of net asset value per share)	$	19.59

Class C Shares
Net Assets	$	133,613,674
Shares Outstanding		7,492,105
Net Asset Value and Offering Price Per Share**
(net assets ÷ shares of beneficial interest outstanding)	$	17.83

Class I Shares
Net Assets	$	213,918,849
Shares Outstanding		11,594,120
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	18.45

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.


		7		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Dividends allocated from Portfolio (net of foreign taxes, $100,886)	$	29,511,963
Interest allocated from Portfolio		18,279
Securities lending income allocated from Portfolio, net		57,287
Expenses allocated from Portfolio		(7,484,151	)
Total investment income from Portfolio	$	22,103,378

Expenses
Administration fee	$	1,678,178
Distribution and service fees
Class A		1,430,611
Class C		1,363,104
Trustees’ fees and expenses		500
Custodian fee		37,435
Transfer and dividend disbursing agent fees		1,141,545
Legal and accounting services		34,337
Printing and postage		182,193
Registration fees		61,411
Miscellaneous		27,450
Total expenses	$	5,956,764

Net investment income	$	16,146,614

Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	239,765,541	⁽¹⁾
Foreign currency transactions		57,471
Net realized gain	$	239,823,012
Change in unrealized appreciation (depreciation) —
Investments	$	(115,060,325	)
Foreign currency		(129,456	)
Net change in unrealized appreciation (depreciation)	$	(115,189,781	)

Net realized and unrealized gain	$	124,633,231

Net increase in net assets from operations	$	140,779,845

⁽¹⁾	Includes $2,657,361 of net realized gains from redemptions in-kind.


		8		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	16,146,614		$	20,988,471
Net realized gain from investment and foreign currency transactions		239,823,012	⁽¹⁾		81,720,561
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(115,189,781	)		(48,215,718	)
Net increase in net assets from operations	$	140,779,845		$	54,493,314
Distributions to shareholders —
From net investment income
Class A	$	(10,019,454	)	$	(6,337,673	)
Class B		—			(167,178	)
Class C		(951,362	)		(8,609	)
Class I		(9,040,914	)		(9,155,770	)
Total distributions to shareholders	$	(20,011,730	)	$	(15,669,230	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	64,479,822		$	210,694,267
Class B		—			378,795
Class C		2,745,894			4,046,679
Class I		100,271,603			272,228,474
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		7,390,668			4,488,669
Class B		—			129,973
Class C		730,848			6,307
Class I		8,541,655			7,488,904
Cost of shares redeemed
Class A		(448,012,976	)		(346,334,306	)
Class B		—			(4,046,008	)
Class C		(26,663,286	)		(41,152,994	)
Class I		(421,813,193	)		(640,774,950	)
Net asset value of shares exchanged
Class A		—			7,933,250
Class B		—			(7,933,250	)
Net asset value of shares merged*
Class A		—			20,114,247
Class B		—			(20,114,247	)
Contingent deferred sales charges
Class B		—			20,482
Net decrease in net assets from Fund share transactions	$	(712,328,965	)	$	(532,825,708	)

Net decrease in net assets	$	(591,560,850	)	$	(494,001,624	)

Net Assets
At beginning of year	$	1,333,507,513		$	1,827,509,137
At end of year	$	741,946,663		$	1,333,507,513

Accumulated undistributed net investment income included in net assets
At end of year	$	10,974,192		$	15,108,118

⁽¹⁾	Includes $2,657,361 of net realized gains from redemptions in-kind.

*	At the close of business on June 24, 2011, Class B shares of the Fund merged into Class A shares.


		9		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Financial Highlights


	Class A
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	16.280		$	15.910		$	14.760		$	14.400		$	21.750

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.246		$	0.193		$	0.137		$	0.192		$	0.229
Net realized and unrealized gain (loss)		2.179			0.306			1.190			0.356			(7.386	)

Total income (loss) from operations	$	2.425		$	0.499		$	1.327		$	0.548		$	(7.157	)

Less Distributions
From net investment income	$	(0.245	)	$	(0.129	)	$	(0.177	)	$	(0.188	)	$	(0.193	)

Total distributions	$	(0.245	)	$	(0.129	)	$	(0.177	)	$	(0.188	)	$	(0.193	)

Net asset value — End of year	$	18.460		$	16.280		$	15.910		$	14.760		$	14.400

Total Return⁽²⁾		15.14	%		3.11	%		9.00	%		4.01	%		(33.19	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	394,414		$	702,929		$	785,050		$	745,816		$	710,258
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.20	%		1.17	%		1.16	%		1.19	%		1.16	%
Net investment income		1.43	%		1.16	%		0.88	%		1.46	%		1.20	%
Portfolio Turnover of the Portfolio		38	%		40	%		35	%		82	%		84	%

⁽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%.


		10		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	15.720		$	15.370		$	14.260		$	13.870		$	20.960

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.109		$	0.067		$	0.020		$	0.099		$	0.087
Net realized and unrealized gain (loss)		2.112			0.284			1.158			0.337			(7.143	)

Total income (loss) from operations	$	2.221		$	0.351		$	1.178		$	0.436		$	(7.056	)

Less Distributions
From net investment income	$	(0.111	)	$	(0.001	)	$	(0.068	)	$	(0.046	)	$	(0.034	)

Total distributions	$	(0.111	)	$	(0.001	)	$	(0.068	)	$	(0.046	)	$	(0.034	)

Net asset value — End of year	$	17.830		$	15.720		$	15.370		$	14.260		$	13.870

Total Return⁽²⁾		14.23	%		2.28	%		8.27	%		3.19	%		(33.72	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	133,614		$	139,686		$	171,693		$	186,734		$	218,320
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.95	%		1.92	%		1.91	%		1.94	%		1.91	%
Net investment income		0.65	%		0.41	%		0.13	%		0.78	%		0.47	%
Portfolio Turnover of the Portfolio		38	%		40	%		35	%		82	%		84	%

⁽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%.


		11		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31,												Period Ended October 31, 2008⁽¹⁾
	2012			2011			2010			2009			Period Ended October 31, 2008⁽¹⁾
Net asset value — Beginning of period	$	16.280		$	15.910		$	14.750		$	14.410		$	20.970

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.295		$	0.234		$	0.173		$	0.205		$	0.224
Net realized and unrealized gain (loss)		2.167			0.305			1.198			0.366			(6.551	)

Total income (loss) from operations	$	2.462		$	0.539		$	1.371		$	0.571		$	(6.327	)

Less Distributions
From net investment income	$	(0.292	)	$	(0.169	)	$	(0.211	)	$	(0.231	)	$	(0.233	)

Total distributions	$	(0.292	)	$	(0.169	)	$	(0.211	)	$	(0.231	)	$	(0.233	)

Net asset value — End of period	$	18.450		$	16.280		$	15.910		$	14.750		$	14.410

Total Return⁽³⁾		15.41	%		3.36	%		9.31	%		4.22	%		(30.53	)%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	213,919		$	490,893		$	840,923		$	538,097		$	174,464
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		0.96	%		0.92	%		0.91	%		0.94	%		0.91	%⁽⁷⁾
Net investment income		1.73	%		1.39	%		1.11	%		1.53	%		1.36	%⁽⁷⁾
Portfolio Turnover of the Portfolio		38	%		40	%		35	%		82	%		84	%⁽⁸⁾

⁽¹⁾	For the period from the start of business, November 30, 2007, to October 31, 2008.

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁶⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁷⁾	Annualized.

⁽⁸⁾	For the Portfolio’s fiscal year ended October 31, 2008.


		12		See Notes to Financial Statements.

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Tax-Managed Value Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Tax-Managed Value Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (88.0% at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

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

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

At October 31, 2012, the Fund, for federal income tax purposes, had a capital loss carryforward of $135,193 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. The capital loss carryforward will expire on October 31, 2017. In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2012.

During the year ended October 31, 2012, a capital loss carryforward of $236,724,004 was utilized to offset net realized gains by the Fund.

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


		13

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Notes to Financial Statements — continued

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Ordinary income	$	20,011,730	$	15,669,230

During the year ended October 31, 2012, accumulated net realized loss was increased by $2,388,551, accumulated undistributed net investment income was decreased by $268,810 and paid-in capital was increased by $2,657,361 due to differences between book and tax accounting, primarily for distributions from real estate investment trusts (REITs), redemptions in-kind and foreign currency gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	10,973,658
Capital loss carryforward	$	(135,193	)
Net unrealized appreciation	$	273,514,156

3 Transactions with Affiliates

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $39,982 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $18,504 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. EVD also received distribution and service fees from Class A and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

4 Distribution Plans


		14

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Notes to Financial Statements — continued

The Fund also has in effect a distribution plan for Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class C Plan, the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of Class C, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by Class C. For the year ended October 31, 2012, the Fund paid or accrued to EVD $1,022,328 for Class C shares, representing 0.75% of the average daily net assets of Class C shares. At October 31, 2012, the amount of Uncovered Distribution Charges of EVD calculated under the Class C Plan was approximately $23,543,000.

Pursuant to the Class C Plan, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to Class C. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $340,776 for Class C shares.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) of 1% generally is imposed on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class C Plan. CDSCs received on Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $2,000 and $3,000 of CDSCs paid by Class A and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investment in the Portfolio aggregated $23,807,592 and $754,821,023, respectively.

7 Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. 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. The Fund began participating in the ReFlow liquidity program on October 23, 2012. Transactions in Fund shares were as follows:


	Year Ended October 31,
Class A	2012			2011

Sales		3,764,949			12,838,222
Issued to shareholders electing to receive payments of distributions in Fund shares		464,238			266,074
Redemptions		(26,037,356	)		(20,933,144	)
Exchange from Class B shares		—			468,212
Merger from Class B shares		—			1,203,161

Net decrease		(21,808,169	)		(6,157,475	)


		15

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Notes to Financial Statements — continued


Class B				Year Ended October 31, 2011⁽¹⁾

Sales					23,398
Issued to shareholders electing to receive payments of distributions in Fund shares					8,088
Redemptions					(249,386	)
Exchange to Class A shares					(491,800	)
Merger to Class A shares					(1,263,212	)

Net decrease					(1,972,912	)


	Year Ended October 31,
Class C	2012			2011

Sales		166,263			249,167
Issued to shareholders electing to receive payments of distributions in Fund shares		47,212			385
Redemptions		(1,606,869	)		(2,537,836	)

Net decrease		(1,393,394	)		(2,288,284	)


	Year Ended October 31,
Class I	2012			2011

Sales		5,908,547			16,185,560
Issued to shareholders electing to receive payments of distributions in Fund shares		537,887			444,709
Redemptions		(25,005,372	)		(39,327,405	)

Net decrease		(18,558,938	)		(22,697,136	)

⁽¹⁾	The Fund previously offered Class B Shares. Such offering was discontinued during the year ended October 31, 2011. At the close of business on June 24, 2011, Class B shares of the Fund merged into Class A shares.


		16

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Eaton Vance Tax-Managed Value Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Tax-Managed Value Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2012


		17

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Federal Tax Information (Unaudited)

Qualified Dividend Income. The Fund designates approximately $28,487,462, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2012 ordinary income dividends, 100% qualifies for the corporate dividends received deduction.


		18

Tax-Managed Value Portfolio

October 31, 2012

Portfolio of Investments


Common Stocks — 98.8%


Security	Shares		Value


Aerospace & Defense — 3.7%
Boeing Co. (The)		120,000	$	8,452,800
General Dynamics Corp.		73,500		5,003,880
Honeywell International, Inc.		145,000		8,879,800
United Technologies Corp.		123,100		9,621,496

			$	31,957,976


Biotechnology — 1.8%
Celgene Corp.⁽¹⁾		78,192	$	5,733,037
Gilead Sciences, Inc.⁽¹⁾		150,000		10,074,000

			$	15,807,037


Capital Markets — 2.4%
Ameriprise Financial, Inc.		90,000	$	5,253,300
Goldman Sachs Group, Inc. (The)		72,400		8,861,036
State Street Corp.		135,000		6,016,950

			$	20,131,286


Chemicals — 1.4%
Air Products and Chemicals, Inc.		60,000	$	4,651,800
LyondellBasell Industries NV, Class A		130,000		6,940,700

			$	11,592,500


Commercial Banks — 7.6%
Fifth Third Bancorp		350,000	$	5,085,500
KeyCorp		735,000		6,188,700
PNC Financial Services Group, Inc.		193,900		11,283,041
Regions Financial Corp.		1,125,000		7,335,000
U.S. Bancorp		290,000		9,630,900
Wells Fargo & Co.		755,000		25,435,950

			$	64,959,091


Commercial Services & Supplies — 0.5%
ADT Corp. (The)⁽¹⁾		45,000	$	1,867,950
Tyco International, Ltd.		90,000		2,418,300

			$	4,286,250


Computers & Peripherals — 2.7%
Apple, Inc.		39,500	$	23,506,450

			$	23,506,450


Security	Shares		Value


Consumer Finance — 2.3%
American Express Co.		347,600	$	19,455,172

			$	19,455,172


Diversified Financial Services — 4.1%
Citigroup, Inc.		250,000	$	9,347,500
JPMorgan Chase & Co.		623,000		25,966,640

			$	35,314,140


Diversified Telecommunication Services — 2.1%
AT&T, Inc.		350,000	$	12,106,500
CenturyLink, Inc.		160,000		6,140,800

			$	18,247,300


Electric Utilities — 2.5%
American Electric Power Co., Inc.		225,000	$	9,999,000
NextEra Energy, Inc.		165,000		11,559,900

			$	21,558,900


Energy Equipment & Services — 2.1%
National Oilwell Varco, Inc.		150,000	$	11,055,000
Schlumberger, Ltd.		97,900		6,806,987

			$	17,861,987


Food & Staples Retailing — 2.4%
CVS Caremark Corp.		440,000	$	20,416,000

			$	20,416,000


Food Products — 3.5%
Kraft Foods Group, Inc.⁽¹⁾		108,333	$	4,926,985
Mondelez International, Inc., Class A		325,000		8,625,500
Nestle SA		145,000		9,205,785
Unilever NV - NY Shares		200,000		7,338,000

			$	30,096,270


Health Care Equipment & Supplies — 1.1%
Covidien PLC		175,000	$	9,616,250

			$	9,616,250


Health Care Providers & Services — 2.0%
UnitedHealth Group, Inc.		300,000	$	16,800,000

			$	16,800,000


		19		See Notes to Financial Statements.

Tax-Managed Value Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Industrial Conglomerates — 3.0%
General Electric Co.		1,215,000	$	25,587,900

			$	25,587,900


Insurance — 5.7%
ACE, Ltd.		110,000	$	8,651,500
MetLife, Inc.		256,200		9,092,538
Prudential Financial, Inc.		144,600		8,249,430
Travelers Companies, Inc. (The)		195,000		13,833,300
XL Group PLC		375,000		9,277,500

			$	49,104,268


Internet Software & Services — 0.8%
Google, Inc., Class A⁽¹⁾		10,000	$	6,797,700

			$	6,797,700


IT Services — 1.9%
International Business Machines Corp.		85,000	$	16,535,050

			$	16,535,050


Life Sciences Tools & Services — 0.8%
Thermo Fisher Scientific, Inc.		105,000	$	6,411,300

			$	6,411,300


Machinery — 1.0%
Eaton Corp.⁽²⁾		175,000	$	8,263,500

			$	8,263,500


Media — 4.4%
Comcast Corp., Class A		300,000	$	11,253,000
Time Warner, Inc.		135,000		5,865,750
Walt Disney Co. (The)		420,000		20,609,400

			$	37,728,150


Metals & Mining — 1.7%
BHP Billiton, Ltd. ADR⁽²⁾		100,000	$	7,074,000
Freeport-McMoRan Copper & Gold, Inc.		200,000		7,776,000

			$	14,850,000


Multi-Utilities — 3.1%
National Grid PLC		890,000	$	10,150,046
PG&E Corp.		25,000		1,063,000
Sempra Energy		225,000		15,693,750

			$	26,906,796


Security	Shares		Value


Multiline Retail — 2.1%
Macy’s, Inc.		200,000	$	7,614,000
Target Corp.		160,000		10,200,000

			$	17,814,000


Oil, Gas & Consumable Fuels — 14.5%
Apache Corp.		69,300	$	5,734,575
Chevron Corp.		227,000		25,017,670
ConocoPhillips		292,500		16,921,125
EOG Resources, Inc.		50,000		5,824,500
Exxon Mobil Corp.		283,000		25,801,110
Marathon Petroleum Corp.		115,000		6,316,950
Occidental Petroleum Corp.		250,000		19,740,000
Peabody Energy Corp.		200,000		5,580,000
Phillips 66		275,000		12,969,000

			$	123,904,930


Pharmaceuticals — 7.5%
Johnson & Johnson		190,000	$	13,455,800
Merck & Co., Inc.		555,000		25,324,650
Pfizer, Inc.		1,010,000		25,118,700

			$	63,899,150


Real Estate Investment Trusts (REITs) — 3.4%
AvalonBay Communities, Inc.		70,000	$	9,489,200
Boston Properties, Inc.		95,000		10,098,500
Simon Property Group, Inc.		60,000		9,132,600

			$	28,720,300


Road & Rail — 1.8%
Union Pacific Corp.		125,000	$	15,378,750

			$	15,378,750


Software — 2.2%
Microsoft Corp.		465,100	$	13,271,629
Oracle Corp.		170,000		5,278,500

			$	18,550,129


Tobacco — 1.3%
Philip Morris International, Inc.		125,000	$	11,070,000

			$	11,070,000


		20		See Notes to Financial Statements.

Tax-Managed Value Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Shares		Value


Wireless Telecommunication Services — 1.4%
Rogers Communications, Inc., Class B		125,000	$	5,490,000
Vodafone Group PLC ADR		225,000		6,124,500

			$	11,614,500


Total Common Stocks (identified cost $542,768,144)			$	844,743,032


Short-Term Investments — 2.0%


Description	Interest (000’s omitted)		Value

Eaton Vance Cash Collateral Fund, LLC, 0.11%⁽³⁾⁽⁴⁾	$	15,016	$	15,016,250
Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽⁴⁾		1,703		1,702,780


Total Short-Term Investments (identified cost $16,719,030)			$	16,719,030


Total Investments — 100.8% (identified cost $559,487,174)			$	861,462,062


Other Assets, Less Liabilities — (0.8)%			$	(6,466,930	)


Net Assets — 100.0%			$	854,995,132

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


ADR		–		American Depositary Receipt

⁽¹⁾	Non-income producing security.

⁽²⁾	All or a portion of this security was on loan at October 31, 2012.

⁽³⁾	The amount invested in Eaton Vance Cash Collateral Fund, LLC represents cash collateral received for securities on loan at October 31, 2012. Other Assets, Less Liabilities includes an equal and offsetting liability of the Portfolio to repay collateral amounts upon the return of loaned securities.

⁽⁴⁾	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2012.


		21		See Notes to Financial Statements.

Tax-Managed Value Portfolio

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Unaffiliated investments, at value including $15,054,180 of securities on loan (identified cost, $542,768,144)	$	844,743,032
Affiliated investments, at value (identified cost, $16,719,030)		16,719,030
Dividends receivable		869,014
Interest receivable from affiliated investment		438
Receivable for investments sold		7,252,943
Securities lending income receivable		2,126
Tax reclaims receivable		1,004,919
Total assets	$	870,591,502

Liabilities
Collateral for securities loaned	$	15,016,250
Payable to affiliates:
Investment adviser fee		476,981
Trustees’ fees		3,510
Accrued expenses		99,629
Total liabilities	$	15,596,370
Net Assets applicable to investors’ interest in Portfolio	$	854,995,132

Sources of Net Assets
Investors’ capital	$	552,883,740
Net unrealized appreciation		302,111,392
Total	$	854,995,132


		22		See Notes to Financial Statements.

Tax-Managed Value Portfolio

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Dividends (net of foreign taxes, $110,227)	$	32,286,032
Securities lending income, net		62,784
Interest allocated from affiliated investment		20,101
Expenses allocated from affiliated investment		(2,903	)
Total investment income	$	32,366,014

Expenses
Investment adviser fee	$	7,758,267
Trustees’ fees and expenses		49,365
Custodian fee		273,547
Legal and accounting services		88,754
Miscellaneous		30,031
Total expenses	$	8,199,964
Deduct —
Reduction of custodian fee	$	14
Total expense reductions	$	14

Net expenses	$	8,199,950

Net investment income	$	24,166,064

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	258,950,756	⁽¹⁾
Investment transactions allocated from affiliated investments		1,332
Foreign currency transactions		62,265
Net realized gain	$	259,014,353
Change in unrealized appreciation (depreciation) —
Investments	$	(121,030,186	)
Foreign currency		(138,798	)
Net change in unrealized appreciation (depreciation)	$	(121,168,984	)

Net realized and unrealized gain	$	137,845,369

Net increase in net assets from operations	$	162,011,433

⁽¹⁾	Includes $2,904,269 of net realized gains from redemptions in-kind.


		23		See Notes to Financial Statements.

Tax-Managed Value Portfolio

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	24,166,064		$	31,403,107
Net realized gain from investment and foreign currency transactions		259,014,353	⁽¹⁾		88,943,934
Net change in unrealized appreciation (depreciation) from investments and foreign currency		(121,168,984	)		(53,202,698	)
Net increase in net assets from operations	$	162,011,433		$	67,144,343
Capital transactions —
Contributions	$	23,807,592		$	87,467,984
Withdrawals		(778,668,429	)		(652,726,995	)
Net decrease in net assets from capital transactions	$	(754,860,837	)	$	(565,259,011	)

Net decrease in net assets	$	(592,849,404	)	$	(498,114,668	)

Net Assets
At beginning of year	$	1,447,844,536		$	1,945,959,204
At end of year	$	854,995,132		$	1,447,844,536

⁽¹⁾	Includes $2,904,269 of net realized gains from redemptions in-kind.


		24		See Notes to Financial Statements.

Tax-Managed Value Portfolio

October 31, 2012

Supplementary Data


	Year Ended October 31,
Ratios/Supplemental Data	2012			2011			2010			2009			2008
Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		0.67	%		0.65	%		0.65	%		0.67	%		0.66	%
Net investment income		1.96	%		1.67	%		1.38	%		1.96	%		1.71	%
Portfolio Turnover		38	%		40	%		35	%		82	%		84	%

Total Return		15.74	%		3.64	%		9.55	%		4.55	%		(32.85	)%

Net assets, end of year (000’s omitted)	$	854,995		$	1,447,845		$	1,945,959		$	1,649,326		$	1,357,280

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


		25		See Notes to Financial Statements.

Tax-Managed Value Portfolio

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Tax-Managed Value Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term, after-tax returns by investing in a diversified portfolio of value stocks. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2012, Eaton Vance Tax-Managed Value Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund held an interest of 88.0% and 12.0%, respectively, in the Portfolio.

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

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

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

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

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


		26

Tax-Managed Value Portfolio

October 31, 2012

Notes to Financial Statements — continued

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. Pursuant to the investment advisory agreement and subsequent fee reduction agreement between the Portfolio and BMR, the fee is computed at an annual rate of 0.65% of the Portfolio’s average daily net assets up to $500 million, 0.625% on net assets of $500 million but less than $1 billion, 0.60% on net assets of $1 billion but less than $2 billion, 0.575% on net assets of $2 billion but less than $5 billion and 0.555% on net assets of $5 billion and over, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2012, the Portfolio’s investment adviser fee amounted to $7,758,267 or 0.63% of the Portfolio’s average daily net assets.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $465,195,729 and $1,194,651,137, respectively, for the year ended October 31, 2012. Included in sales is $7,252,943 representing the value of securities delivered in payment of redemptions in-kind.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	563,565,429

Gross unrealized appreciation	$	297,896,633
Gross unrealized depreciation		—

Net unrealized appreciation	$	297,896,633

The net unrealized appreciation on foreign currency transactions at October 31, 2012 on a federal income tax basis was $136,504.


		27

Tax-Managed Value Portfolio

October 31, 2012

Notes to Financial Statements — continued

5 Line of Credit

6 Securities Lending Agreement

The Portfolio has established a securities lending agreement with SSBT as securities lending agent in which the Portfolio lends portfolio securities to qualified borrowers in exchange for collateral consisting of either cash or U.S. Government securities in an amount at least equal to the market value of the securities on loan. Cash collateral is invested in Cash Collateral Fund. The Portfolio earns interest on the amount invested in Cash Collateral Fund but it must pay (and at times receive from) the broker a loan rebate fee computed as a varying percentage of the collateral received. Income earned by the Portfolio from its investment in Cash Collateral Fund, prior to rebates and fees, for the year ended October 31, 2012 amounted to $12,399. At October 31, 2012, the value of the securities loaned and the value of the collateral received amounted to $15,054,180 and $15,016,250, respectively. In the event of counterparty default, the Portfolio is subject to potential loss if it is delayed or prevented from exercising its right to dispose of the collateral. The Portfolio bears risk in the event that invested collateral is not sufficient to meet its obligations due on loans.

7 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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


		28

Tax-Managed Value Portfolio

October 31, 2012

Notes to Financial Statements — continued

At October 31, 2012, 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	$	55,542,150	$	—		$	—	$	55,542,150
Consumer Staples		52,376,485		9,205,785			—		61,582,270
Energy		141,766,917		—			—		141,766,917
Financials		217,684,257		—			—		217,684,257
Health Care		112,533,737		—			—		112,533,737
Industrials		85,474,376		—			—		85,474,376
Information Technology		65,389,329		—			—		65,389,329
Materials		26,442,500		—			—		26,442,500
Telecommunication Services		29,861,800		—			—		29,861,800
Utilities		38,315,650		10,150,046			—		48,465,696

Total Common Stocks	$	825,387,201	$	19,355,831	*	$	—	$	844,743,032

Short-Term Investments	$	—	$	16,719,030		$	—	$	16,719,030

Total Investments	$	825,387,201	$	36,074,861		$	—	$	861,462,062

*	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.


		29

Tax-Managed Value Portfolio

October 31, 2012

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statement of assets and liabilities of Tax-Managed Value Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Tax-Managed Value Portfolio as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 17, 2012


		30

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed Value Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 187 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.


Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) and Directorships 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 187 registered investment companies. 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 and Hexavest Inc.


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.


		31

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Management and Organization — continued


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

Ronald A. Pearlman 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Of the Trust since 1998 and of the Portfolio since 2001	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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
Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) During Past Five Years
Duncan W. Richardson 1957	President of the Trust and Vice President of the Portfolio	Since 2011	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Michael R. Mach 1947	President of the Portfolio	Since 2011	Vice President of EVM and BMR.

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


		32

Eaton Vance

Tax-Managed Value Fund

October 31, 2012

Management and Organization — continued


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


		33

Eaton Vance Funds

IMPORTANT NOTICES

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


		34

This Page Intentionally Left Blank

Investment Adviser of Tax-Managed Value Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Tax-Managed Value Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

LOGO

501-12/12 TVSRC

Eaton Vance

Floating-Rate Advantage Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

Floating-Rate Advantage Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			19 and 49

Federal Tax Information			20

Management and Organization			50

Important Notices			53

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

Throughout the past 12 months, the floating-rate market exhibited resilience amid low U.S. economic growth and uncertainty regarding U.S. fiscal policy. This resilience was due to favorable market technical and fundamental conditions. The net supply of floating-rate loans was moderate, as loan repayments by issuers helped offset new issue supply coming to market. At the same time, demand strengthened. Improved economic data and the U.S. Federal Reserve’s pledge to keep interest rates low appeared to have fueled investors’ appetite for higher-yielding alternatives to government bonds. Other investors turned to floating-rate loans for protection against potentially rising interest rates. In the institutional market, buying by pension funds, hedge funds, structured vehicles, and other institutional investors, such as value crossover strategies, also expanded as the period progressed. For the period overall, the modest growth in the overall supply of loans was easily absorbed due to widespread investor demand.

Fund Performance

For the fiscal year ended October 31, 2012, Eaton Vance Floating-Rate Advantage Fund’s (the Fund) Class A shares at net asset value (NAV) had a total return of 9.31%. By comparison, the Fund’s benchmark, the S&P/LSTA Leveraged Loan Index (the Index), gained 8.48% during the period.

Contributing to relative performance versus the Index was the Fund’s use of leverage⁵ because it amplified the Fund’s positive performance. The Index does not use leverage.

Underweight exposures to utilities and telecommunications helped bolster relative results versus the Index, as these segments lagged the broad loan market.

The Fund’s underweight to the lower-quality segment of the market detracted from performance relative to the Index. Specifically, the Fund’s holdings were biased toward higher-quality BB- and B-rated⁸ loans. At the same time, the Fund had an underweight to CCC-rated loans. For the year, BB-rated loans in the Index returned 6.60%, B-rated loans in the Index gained 10.12% and CCC-rated loans in the Index rose 9.93%. Within the BB- and B-rated space, the Fund had a more pronounced overweight to the higher-rated BB-ratings tier, providing a further drag on relative results versus the Index.

In terms of industry allocation, underweight exposure to publishing and financial intermediaries — which outperformed the broad market — and overweight exposure to the leisure goods/activities/movies segment — which underperformed the broad market — also were a drag on performance relative to the Index.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Performance^2,3

Portfolio Managers Scott H. Page, CFA and Craig P. Russ


% Average Annual Total Returns	Inception Date			One Year			Five Years			Ten Years			Since Inception
Advisers Class at NAV		03/15/2008			9.31	%		—			—			7.86	%
Class A at NAV		03/17/2008			9.31			—			—			7.86
Class A with 2.25% Maximum Sales Charge		—			6.81			—			—			7.34
Class B at NAV		08/04/1989			9.03			5.13	%		5.26	%		—
Class B with 3% Maximum Sales Charge		—			6.03			5.13			5.26			—
Class C at NAV		03/15/2008			8.80			—			—			7.34
Class C with 1% Maximum Sales Charge		—			7.80			—			—			7.34
Class I at NAV		03/15/2008			9.59			—			—			8.13
S&P/LSTA Leveraged Loan Index		03/15/2008			8.48	%		—			—			7.37	%


% Total Annual Operating Expense Ratios⁴	Advisers Class			Class A			Class B			Class C			Class I
Gross		1.49	%		1.49	%		1.84	%		1.99	%		1.24	%
Net		1.10			1.10			1.45			1.60			0.85


% Total Leverage⁵
Borrowings														11.59	%

Performance of $250,000

This graph shows the change in value of a hypothetical investment of $250,000 in Class I of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

LOGO


Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Advisers Class	$10,000	03/15/2008	$14,195	N.A.
Class A	$10,000	03/17/2008	$14,195	$13,876
Class B	$10,000	10/31/2002	$16,701	N.A.
Class C	$10,000	03/15/2008	$13,881	N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Fund Profile⁶

Top 10 Holdings (% of total investments)⁷



Intelsat Jackson Holdings Ltd.	1.2	%
Alliance Boots Holdings Limited	1.1
Asurion LLC	1.1
Infor (US), Inc.	1.1
Hertz Corporation (The)	1.0
Rite Aid Corporation	1.0
SunGard Data Systems, Inc.	0.9
Ineos US Finance LLC	0.9
HCA, Inc.	0.9
NBTY, Inc.	0.8

Total	10.0	%

Credit Quality (% of loan holdings)⁸

LOGO

Top 10 Sectors (% of total investments)⁷



Health Care	13.0	%
Business Equipment and Services	8.8
Electronics/Electrical	6.2
Automotive	4.5
Food Service	4.2
Telecommunications	4.1
Chemicals and Plastics	4.1
Leisure Goods/Activities/Movies	3.8
Publishing	3.7
Insurance	3.6

Total	56.0	%

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Endnotes and Additional Disclosures

⁴	Total Annual Fund Operating Expense ratio is as stated in the Fund’s most recent prospectus. Net expense ratio excludes interest expense on borrowings.

⁵

Total leverage is shown as a percentage of the Fund’s aggregate net assets plus borrowings outstanding. The Fund employs leverage through borrowings. Use of leverage creates an opportunity for income, but creates risks including greater volatility of NAV. The cost of borrowings rises and falls with changes in short-term interest rates. The Fund may be required to maintain prescribed asset coverage for its borrowings and may be required to reduce its borrowings if Fund asset values decline.

⁶	Fund invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund. References to investments are to the Portfolio’s holdings.

⁷	Excludes cash and cash equivalents.

⁸

Fund profile subject to change due to active management.


		5

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)		Annualized Expense Ratio


Actual
Advisers Class	$	1,000.00	$	1,038.40	$	6.87		1.34	%
Class A	$	1,000.00	$	1,038.40	$	6.81		1.33	%
Class B	$	1,000.00	$	1,036.60	$	8.65		1.69	%
Class C	$	1,000.00	$	1,035.90	$	9.37		1.83	%
Class I	$	1,000.00	$	1,039.80	$	5.54		1.08	%



Hypothetical
(5% return per year before expenses)
Advisers Class	$	1,000.00	$	1,018.40	$	6.80		1.34	%
Class A	$	1,000.00	$	1,018.50	$	6.75		1.33	%
Class B	$	1,000.00	$	1,016.60	$	8.57		1.69	%
Class C	$	1,000.00	$	1,015.90	$	9.27		1.83	%
Class I	$	1,000.00	$	1,019.70	$	5.48		1.08	%


		6

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investment in Senior Debt Portfolio, at value (identified cost, $3,120,473,163)	$	3,141,559,797
Receivable for Fund shares sold		19,769,815
Total assets	$	3,161,329,612

Liabilities
Payable for Fund shares redeemed	$	5,977,443
Distributions payable		5,652,974
Payable to affiliates:
Distribution and service fees		702,524
Administration fee		257,623
Trustees’ fees		42
Accrued expenses		578,897
Total liabilities	$	13,169,503
Net Assets	$	3,148,160,109

Sources of Net Assets
Paid-in capital	$	3,340,266,864
Accumulated net realized loss from Portfolio		(212,038,360	)
Accumulated distributions in excess of net investment income		(1,155,029	)
Net unrealized appreciation from Portfolio		21,086,634
Total	$	3,148,160,109

Advisers Class Shares
Net Assets	$	65,257,546
Shares Outstanding		5,899,657
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	11.06

Class A Shares
Net Assets	$	959,178,549
Shares Outstanding		86,688,001
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	11.06
Maximum Offering Price Per Share
(100 ÷ 97.75 of net asset value per share)	$	11.31

Class B Shares
Net Assets	$	55,277,240
Shares Outstanding		4,985,047
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	11.09

Class C Shares
Net Assets	$	748,842,813
Shares Outstanding		67,805,449
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	11.04

Class I Shares
Net Assets	$	1,319,603,961
Shares Outstanding		119,265,734
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	11.06

On	sales of $100,000 or more, the offering price of Class A shares is reduced.

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


		7		See Notes to Financial Statements.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest allocated from Portfolio	$	142,165,949
Dividends allocated from Portfolio		2,774,040
Expenses allocated from Portfolio		(20,627,856	)
Total investment income from Portfolio	$	124,312,133

Expenses
Administration fee	$	2,167,496
Distribution and service fees
Advisers Class		140,009
Class A		1,906,488
Class B		409,596
Class C		4,952,653
Trustees’ fees and expenses		500
Custodian fee		38,135
Transfer and dividend disbursing agent fees		1,725,998
Legal and accounting services		56,569
Printing and postage		271,464
Registration fees		146,715
Miscellaneous		21,823
Total expenses	$	11,837,446

Net investment income	$	112,474,687

Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	5,758,802
Swap contracts		(277,590	)
Foreign currency and forward foreign currency exchange contract transactions		7,169,589
Net realized gain	$	12,650,801
Change in unrealized appreciation (depreciation) —
Investments	$	64,716,371
Swap contracts		(251,871	)
Foreign currency and forward foreign currency exchange contracts		(3,576,864	)
Net change in unrealized appreciation (depreciation)	$	60,887,636

Net realized and unrealized gain	$	73,538,437

Net increase in net assets from operations	$	186,013,124


		8		See Notes to Financial Statements.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	112,474,687		$	77,577,876
Net realized gain (loss) from investment transactions, swap contracts, foreign currency and forward foreign currency exchange contract transactions		12,650,801			(9,337,723	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency and forward foreign currency exchange contracts		60,887,636			(7,088,636	)
Net increase in net assets from operations	$	186,013,124		$	61,151,517
Distributions to shareholders —
From net investment income
Advisers Class	$	(2,943,542	)	$	(2,813,521	)
Class A		(40,003,002	)		(33,936,089	)
Class B		(3,327,747	)		(4,463,234	)
Class C		(31,438,127	)		(28,501,210	)
Class I		(34,476,653	)		(8,898,812	)
Tax return of capital
Advisers Class		—			(156,008	)
Class A		—			(1,881,735	)
Class B		—			(247,484	)
Class C		—			(1,580,374	)
Class I		—			(493,434	)
Total distributions to shareholders	$	(112,189,071	)	$	(82,971,901	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Advisers Class	$	26,774,803		$	46,929,101
Class A		325,046,238			330,547,619
Class B		2,604,861			11,985,939
Class C		162,277,993			135,319,504
Class I		1,403,333,687			271,293,844
Net asset value of shares issued to shareholders in payment of distributions declared
Advisers Class		2,146,009			2,149,861
Class A		31,653,808			24,932,344
Class B		2,242,809			2,861,184
Class C		25,526,730			22,303,151
Class I		7,947,038			4,659,962
Cost of shares redeemed
Advisers Class		(19,460,563	)		(35,194,696	)
Class A		(152,177,434	)		(211,406,535	)
Class B		(11,903,420	)		(20,252,915	)
Class C		(93,162,413	)		(106,777,255	)
Class I		(282,575,092	)		(158,777,472	)
Net asset value of shares exchanged
Class A		24,688,811			11,323,300
Class B		(24,688,811	)		(11,323,300	)
Redemption fees		—			2,375
Net increase in net assets from Fund share transactions	$	1,430,275,054		$	320,576,011

Net increase in net assets	$	1,504,099,107		$	298,755,627

Net Assets
At beginning of year	$	1,644,061,002		$	1,345,305,375
At end of year	$	3,148,160,109		$	1,644,061,002

Accumulated distributions in excess of net investment income included in net assets
At end of year	$	(1,155,029	)	$	(2,023,263	)


		9		See Notes to Financial Statements.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Financial Highlights


	Advisers Class
	Year Ended October 31,												Period Ended October 31, 2008⁽¹⁾
	2012			2011			2010			2009			Period Ended October 31, 2008⁽¹⁾
Net asset value — Beginning of period	$	10.660		$	10.690		$	9.910		$	7.620		$	10.000

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.572		$	0.526		$	0.487		$	0.435		$	0.395
Net realized and unrealized gain (loss)		0.396			0.010	⁽³⁾		0.834			2.289			(2.405	)

Total income (loss) from operations	$	0.968		$	0.536		$	1.321		$	2.724		$	(2.010	)

Less Distributions
From net investment income	$	(0.568	)	$	(0.536	)	$	(0.541	)	$	(0.434	)	$	(0.330	)
From net realized gain		—			—			—			—			(0.040	)
Tax return of capital		—			(0.030	)		—			—			—

Total distributions	$	(0.568	)	$	(0.566	)	$	(0.541	)	$	(0.434	)	$	(0.370	)

Redemption fees⁽²⁾	$	—		$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	—

Net asset value — End of period	$	11.060		$	10.660		$	10.690		$	9.910		$	7.620

Total Return⁽⁵⁾		9.31	%		5.07	%		13.65	%		37.38	%		(20.84	)%⁽⁶⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	65,258		$	53,729		$	40,841		$	34,173		$	27,960
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees⁽⁷⁾⁽⁸⁾		1.08	%		1.10	%		1.18	%		1.29	%		1.17	%⁽⁹⁾
Interest and fee expense⁽⁷⁾		0.34	%		0.39	%		0.56	%		1.32	%		0.96	%⁽⁹⁾
Total expenses⁽⁷⁾		1.42	%		1.49	%		1.74	%		2.61	%		2.13	%⁽⁹⁾
Net investment income		5.27	%		4.86	%		4.69	%		5.36	%		6.25	%⁽⁹⁾
Portfolio Turnover of the Portfolio		37	%		59	%		37	%		32	%		7	%⁽¹⁰⁾

⁽¹⁾	Class commenced operations on March 15, 2008.

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	The per share amount is not in accord with the net realized and unrealized loss for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.

⁽⁴⁾	Rounds to less than $0.001.

⁽⁵⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁶⁾	Not annualized.

⁽⁷⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

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

⁽⁹⁾	Annualized.

⁽¹⁰⁾	For the Portfolio’s year ended October 31, 2008.


		10		See Notes to Financial Statements.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Financial Highlights — continued


	Class A
	Year Ended October 31,												Period Ended October 31, 2008⁽¹⁾
	2012			2011			2010			2009			Period Ended October 31, 2008⁽¹⁾
Net asset value — Beginning of period	$	10.660		$	10.690		$	9.910		$	7.610		$	10.000

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.571		$	0.527		$	0.488		$	0.439		$	0.388
Net realized and unrealized gain (loss)		0.397			0.009	⁽³⁾		0.833			2.294			(2.408	)

Total income (loss) from operations	$	0.968		$	0.536		$	1.321		$	2.733		$	(2.020	)

Less Distributions
From net investment income	$	(0.568	)	$	(0.536	)	$	(0.541	)	$	(0.433	)	$	(0.330	)
Tax return of capital		—			(0.030	)		—			—			(0.040	)

Total distributions	$	(0.568	)	$	(0.566	)	$	(0.541	)	$	(0.433	)	$	(0.370	)

Redemption fees⁽²⁾	$	—		$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	—

Net asset value — End of period	$	11.060		$	10.660		$	10.690		$	9.910		$	7.610

Total Return⁽⁵⁾		9.31	%		5.07	%		13.64	%		37.56	%		(20.94	)%⁽⁶⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	959,179		$	702,127		$	556,631		$	528,054		$	444,144
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees⁽⁷⁾⁽⁸⁾		1.08	%		1.10	%		1.18	%		1.29	%		1.16	%⁽⁹⁾
Interest and fee expense⁽⁷⁾		0.34	%		0.39	%		0.56	%		1.32	%		0.97	%⁽⁹⁾
Total expenses⁽⁷⁾		1.42	%		1.49	%		1.74	%		2.61	%		2.13	%⁽⁹⁾
Net investment income		5.26	%		4.88	%		4.71	%		5.42	%		6.23	%⁽⁹⁾
Portfolio Turnover of the Portfolio		37	%		59	%		37	%		32	%		7	%⁽¹⁰⁾

⁽¹⁾	Class commenced operations on March 17, 2008.

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	The per share amount is not in accord with the net realized and unrealized loss for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.

⁽⁴⁾	Rounds to less than $0.001.

⁽⁵⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁶⁾	Not annualized.

⁽⁷⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

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

⁽⁹⁾	Annualized.

⁽¹⁰⁾	For the Portfolio’s year ended October 31, 2008.


		11		See Notes to Financial Statements.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Financial Highlights — continued


	Class B⁽¹⁾
	Year Ended October 31,
	2012			2011			2010			2009			2008
Net asset value — Beginning of year	$	10.680		$	10.710		$	9.930		$	7.630		$	11.180

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.532		$	0.489		$	0.452		$	0.426		$	0.662
Net realized and unrealized gain (loss)		0.410			0.009	⁽³⁾		0.834			2.279			(3.601	)

Total income (loss) from operations	$	0.942		$	0.498		$	1.286		$	2.705		$	(2.939	)

Less Distributions
From net investment income	$	(0.532	)	$	(0.500	)	$	(0.506	)	$	(0.405	)	$	(0.545	)
Tax return of capital		—			(0.028	)		—			—			(0.066	)

Total distributions	$	(0.532	)	$	(0.528	)	$	(0.506	)	$	(0.405	)	$	(0.611	)

Redemption fees⁽²⁾	$	—		$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	—

Net asset value — End of year	$	11.090		$	10.680		$	10.710		$	9.930		$	7.630

Total Return⁽⁵⁾		9.03	%		4.70	%		13.23	%		36.99	%		(27.45	)%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	55,277		$	84,483		$	101,395		$	121,236		$	151,321
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees⁽⁶⁾⁽⁷⁾		1.45	%		1.45	%		1.53	%		1.64	%		1.51	%
Interest and fee expense⁽⁶⁾		0.34	%		0.39	%		0.56	%		1.32	%		1.02	%
Total expenses⁽⁶⁾		1.79	%		1.84	%		2.09	%		2.96	%		2.53	%
Net investment income		4.90	%		4.52	%		4.36	%		5.34	%		6.37	%
Portfolio Turnover of the Portfolio		37	%		59	%		37	%		32	%		7	%

⁽¹⁾	Information prior to the close of business on March 14, 2008 reflects the historical financial results of Eaton Vance Prime Rate Reserves prior to its reorganization.

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	The per share amount is not in accord with the net realized and unrealized loss for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.

⁽⁴⁾	Rounds to less than $0.001.

⁽⁵⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁶⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁷⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


		12		See Notes to Financial Statements.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Financial Highlights — continued


	Class C
	Year Ended October 31,												Period Ended October 31, 2008⁽¹⁾		��
	2012			2011			2010			2009			Period Ended October 31, 2008⁽¹⁾		��
Net asset value — Beginning of period	$	10.640		$	10.680		$	9.900		$	7.620		$	10.000

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.516		$	0.472		$	0.435		$	0.399		$	0.362
Net realized and unrealized gain (loss)		0.399			0.004	⁽³⁾		0.840			2.280			(2.400	)

Total income (loss) from operations	$	0.915		$	0.476		$	1.275		$	2.679		$	(2.038	)

Less Distributions
From net investment income	$	(0.515	)	$	(0.489	)	$	(0.495	)	$	(0.399	)	$	(0.305	)
Tax return of capital		—			(0.027	)		—			—			(0.037	)

Total distributions	$	(0.515	)	$	(0.516	)	$	(0.495	)	$	(0.399	)	$	(0.342	)

Redemption fees⁽²⁾	$	—		$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	—

Net asset value — End of period	$	11.040		$	10.640		$	10.680		$	9.900		$	7.620

Total Return⁽⁵⁾		8.80	%		4.50	%		13.16	%		36.67	%		(21.06	)%⁽⁶⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	748,843		$	629,929		$	583,683		$	550,652		$	484,551
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees⁽⁷⁾⁽⁸⁾		1.58	%		1.60	%		1.68	%		1.79	%		1.68	%⁽⁹⁾
Interest and fee expense⁽⁷⁾		0.34	%		0.39	%		0.56	%		1.32	%		0.96	%⁽⁹⁾
Total expenses⁽⁷⁾		1.92	%		1.99	%		2.24	%		3.11	%		2.64	%⁽⁹⁾
Net investment income		4.76	%		4.37	%		4.21	%		4.95	%		5.74	%⁽⁹⁾
Portfolio Turnover of the Portfolio		37	%		59	%		37	%		32	%		7	%⁽¹⁰⁾

⁽¹⁾	Class commenced operations on March 15, 2008.

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	The per share amount is not in accord with the net realized and unrealized loss for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.

⁽⁴⁾	Rounds to less than $0.001.

⁽⁵⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁶⁾	Not annualized.

⁽⁷⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

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

⁽⁹⁾	Annualized.

⁽¹⁰⁾	For the Portfolio’s year ended October 31, 2008.


		13		See Notes to Financial Statements.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31,												Period Ended October 31, 2008⁽¹⁾
	2012			2011			2010			2009			Period Ended October 31, 2008⁽¹⁾
Net asset value — Beginning of period	$	10.660		$	10.690		$	9.910		$	7.620		$	10.000

Income (Loss) From Operations
Net investment income⁽²⁾	$	0.605		$	0.554		$	0.513		$	0.461		$	0.412
Net realized and unrealized gain (loss)		0.391			0.008	⁽³⁾		0.833			2.282			(2.407	)

Total income (loss) from operations	$	0.996		$	0.562		$	1.346		$	2.743		$	(1.995	)

Less Distributions
From net investment income	$	(0.596	)	$	(0.561	)	$	(0.566	)	$	(0.453	)	$	(0.344	)
Tax return of capital		—			(0.031	)		—			—			(0.041	)

Total distributions	$	(0.596	)	$	(0.592	)	$	(0.566	)	$	(0.453	)	$	(0.385	)

Redemption fees⁽²⁾	$	—		$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	0.000	⁽⁴⁾	$	—

Net asset value — End of period	$	11.060		$	10.660		$	10.690		$	9.910		$	7.620

Total Return⁽⁵⁾		9.59	%		5.33	%		13.91	%		37.70	%		(20.71	)%⁽⁶⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	1,319,604		$	173,792		$	62,755		$	24,688		$	13,515
Ratios (as a percentage of average daily net assets):
Expenses excluding interest and fees⁽⁷⁾⁽⁸⁾		0.77	%		0.85	%		0.93	%		1.04	%		0.92	%⁽⁹⁾
Interest and fee expense⁽⁷⁾		0.34	%		0.39	%		0.56	%		1.32	%		0.96	%⁽⁹⁾
Total expenses⁽⁷⁾		1.11	%		1.24	%		1.49	%		2.36	%		1.88	%⁽⁹⁾
Net investment income		5.54	%		5.12	%		4.94	%		5.65	%		6.51	%⁽⁹⁾
Portfolio Turnover of the Portfolio		37	%		59	%		37	%		32	%		7	%⁽¹⁰⁾

⁽¹⁾	Class commenced operations on March 15, 2008.

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	The per share amount is not in accord with the net realized and unrealized loss for the period because of the timing of sales of Fund shares and the amount of the per share realized and unrealized gains and losses at such time.

⁽⁴⁾	Rounds to less than $0.001.

⁽⁵⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

⁽⁶⁾	Not annualized.

⁽⁷⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

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

⁽⁹⁾	Annualized.

⁽¹⁰⁾	For the Portfolio’s year ended October 31, 2008.


		14		See Notes to Financial Statements.

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Floating-Rate Advantage Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers five classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). The Advisers Class and Class I shares are generally sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Fund’s prospectus. Beginning January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Senior Debt Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (96.9% at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

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

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

At October 31, 2012, the Fund, for federal income tax purposes, had a capital loss carryforward of $214,956,373 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. Such capital loss carryforward will expire on October 31, 2015 ($10,899,103), October 31, 2016 ($124,652,882), October 31, 2017 ($50,458,629), October 31, 2018 ($28,308,325) and October 31, 2019 ($637,434). In addition, such capital loss carryforward cannot be utilized prior to the utilization of new capital losses, if any, created after October 31, 2012.

During the year ended October 31, 2012, a capital loss carryforward of $5,078,413 was utilized to offset net realized gains by the Fund.


		15

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Notes to Financial Statements — continued

H Redemption Fees — Upon the redemption or exchange of shares by Advisers Class, Class A and Class I shareholders within 90 days of the settlement of purchase, a fee of 1% of the current net asset value of these shares was assessed and retained by the Fund for the benefit of the remaining shareholders. The redemption fee was accounted for as an addition to paid-in capital. Effective January 1, 2011, Advisers Class, Class A and Class I shares are no longer subject to a redemption fee.

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

2 Distributions to Shareholders

The tax character of distributions declared for the years ended October 31, 2012 and October 31, 2011 was as follows:


	Year Ended October 31,
	2012		2011

Distributions declared from:
Ordinary income	$	112,189,071	$	78,612,866
Tax return of capital	$	—	$	4,359,035

During the year ended October 31, 2012, accumulated net realized loss was increased by $7,566,010, accumulated distributions in excess of net investment income was decreased by $582,618 and paid-in capital was increased by $6,983,392 due to differences between book and tax accounting, primarily for swap contracts, mixed straddles, defaulted bond interest and foreign currency gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	4,497,945
Capital loss carryforward	$	(214,956,373	)
Net unrealized appreciation	$	24,004,647
Other temporary differences	$	(5,652,974	)

3 Transactions with Affiliates

The administration fee is earned by Eaton Vance Management (EVM) as compensation for administrative services rendered to the Fund. The fee is computed at an annual rate of 0.10% of the Fund’s average daily net assets. For the year ended October 31, 2012, the administration fee amounted to $2,167,496. 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.


		16

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Notes to Financial Statements — continued

sales of Class A shares for the year ended October 31, 2012. EVD also received distribution and service fees from Advisers Class, Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

4 Distribution Plans

The Fund has in effect a distribution plan for Advisers Class shares and Class A shares (Advisers/Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Advisers/Class A Plan, the Fund pays EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Advisers Class and Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended October 31, 2012 amounted to $140,009 for Advisers Class shares and $1,906,488 for Class A shares.

Pursuant to the Class B and Class C Plans, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.20% and 0.15% per annum of its average daily net assets attributable to Class B and Class C shares, respectively. Although there is no present intention to do so, Class C shares could pay service fees of up to 0.25% annually upon Trustee approval. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $136,532 and $990,531 for Class B and Class C shares, respectively.

5 Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within four years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 3% in the case of redemptions in the first year of purchase, declining to 2.5% in the second year, 2.0% in the third year, 1.0% in the fourth year and 0.0% thereafter. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. For the year ended October 31, 2012, the Fund was informed that EVD received approximately $100, $29,000 and $46,000 of CDSCs paid by Class A, Class B and Class C shareholders, respectively.

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investment in the Portfolio aggregated $1,489,597,099 and $191,767,616, respectively.

7 Shares of Beneficial Interest


	Year Ended October 31,
Advisers Class	2012			2011

Sales		2,461,777			4,295,195
Issued to shareholders electing to receive payments of distributions in Fund shares		197,436			198,903
Redemptions		(1,800,758	)		(3,273,947	)

Net increase		858,455			1,220,151


		17

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Notes to Financial Statements — continued


	Year Ended October 31,
Class A	2012			2011

Sales		29,710,614			30,258,632
Issued to shareholders electing to receive payments of distributions in Fund shares		2,910,716			2,311,019
Redemptions		(14,064,087	)		(19,831,355	)
Exchange from Class B shares		2,273,423			1,051,208

Net increase		20,830,666			13,789,504


	Year Ended October 31,
Class B	2012			2011

Sales		240,092			1,098,623
Issued to shareholders electing to receive payments of distributions in Fund shares		206,347			264,349
Redemptions		(1,100,412	)		(1,872,774	)
Exchange to Class A shares		(2,268,145	)		(1,048,266	)

Net decrease		(2,922,118	)		(1,558,068	)


	Year Ended October 31,
Class C	2012			2011

Sales		14,884,086			12,408,772
Issued to shareholders electing to receive payments of distributions in Fund shares		2,353,297			2,069,786
Redemptions		(8,618,302	)		(9,957,741	)

Net increase		8,619,081			4,520,817


	Year Ended October 31,
Class I	2012			2011

Sales		128,216,381			24,833,469
Issued to shareholders electing to receive payments of distributions in Fund shares		728,632			431,541
Redemptions		(25,979,282	)		(14,834,201	)

Net increase		102,965,731			10,430,809

For the years ended October 31, 2012 and October 31, 2011, the Fund received $0 and $2,375, respectively, in redemption fees.


		18

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Floating-Rate Advantage Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Floating-Rate Advantage Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

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

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Floating-Rate Advantage Fund as of October 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 18, 2012


		19

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Federal Tax Information (Unaudited)

Qualified Dividend Income. The Fund designates approximately $2,774,040, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction. Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2012 ordinary income dividends, 2.46% qualifies for the corporate dividends received deduction.


		20

Senior Debt Portfolio

October 31, 2012

Portfolio of Investments


Senior Floating-Rate Interests — 115.2%⁽¹⁾


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Aerospace and Defense — 2.3%
Booz Allen Hamilton Inc.
Term Loan, 4.50%, Maturing July 31, 2019		13,250	$	13,347,997
DAE Aviation Holdings, Inc.
Term Loan, 7.25%, Maturing July 31, 2014		7,267		7,266,774
Term Loan, 7.25%, Maturing July 31, 2014		8,713		8,713,118
Ducommun Incorporated
Term Loan, 5.50%, Maturing June 28, 2017		1,449		1,470,782
IAP Worldwide Services, Inc.
Term Loan, 9.25%, Maturing December 28, 2012⁽²⁾		5,321		4,323,139
Sequa Corporation
Term Loan, 3.62%, Maturing December 3, 2014		14,381		14,374,275
TASC, Inc.
Term Loan, 4.50%, Maturing December 18, 2015		2,150		2,154,261
Transdigm, Inc.
Term Loan, 4.00%, Maturing February 14, 2017		3,309		3,324,132
Term Loan, 4.00%, Maturing February 14, 2017		16,206		16,271,457
Wesco Aircraft Hardware Corp.
Term Loan, 4.25%, Maturing April 7, 2017		1,015		1,018,951
Wyle Services Corporation
Term Loan, 5.00%, Maturing March 27, 2017		1,779		1,789,708

			$	74,054,594


Air Transport — 0.2%
Evergreen International Aviation, Inc.
Term Loan, 11.50%, Maturing June 30, 2015		2,396	$	2,336,456
Orbitz Worldwide Inc.
Term Loan, 3.21%, Maturing July 25, 2014		4,189		4,096,759

			$	6,433,215


Automotive — 5.5%
Allison Transmission, Inc.
Term Loan, 2.72%, Maturing August 7, 2014		4,173	$	4,183,808
Term Loan, 4.25%, Maturing August 23, 2019		22,410		22,543,291
Autoparts Holdings Limited
Term Loan, 6.50%, Maturing July 28, 2017		1,213		1,208,202
Chrysler Group LLC
Term Loan, 6.00%, Maturing May 24, 2017		29,393		30,111,499
Delphi Corporation
Term Loan, 3.50%, Maturing March 31, 2017		1,504		1,511,458
Federal-Mogul Corporation
Term Loan, 2.15%, Maturing December 29, 2014		13,500		12,728,061
Term Loan, 2.15%, Maturing December 28, 2015		7,794		7,347,887


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Automotive (continued)
Financiere Truck Investissement SAS
Term Loan, 2.35%, Maturing February 15, 2013	EUR		634	$	782,802
Goodyear Tire & Rubber Company (The)
Term Loan - Second Lien, 4.75%, Maturing April 30, 2019			28,075		28,390,844
HHI Holdings LLC
Term Loan, 6.00%, Maturing October 3, 2018			10,200		10,200,000
Metaldyne Company LLC
Term Loan, 5.25%, Maturing May 18, 2017			11,234		11,290,619
Remy International, Inc.
Term Loan, 6.25%, Maturing December 16, 2016			2,398		2,415,720
SRAM, LLC
Term Loan, 4.78%, Maturing June 7, 2018			4,470		4,514,670
Term Loan - Second Lien, 8.50%, Maturing December 7, 2018			2,000		2,040,000
Tomkins LLC
Term Loan, 4.25%, Maturing September 29, 2016			16,770		16,882,884
TriMas Corporation
Term Loan, Maturing October 10, 2019⁽³⁾			3,725		3,734,313
UCI International, Inc.
Term Loan, 5.50%, Maturing July 26, 2017			955		965,024
Veyance Technologies, Inc.
Term Loan, 2.47%, Maturing July 31, 2014			1,057		1,049,188
Term Loan, 2.47%, Maturing July 31, 2014			7,379		7,325,049
Term Loan, 5.50%, Maturing July 31, 2014			2,886		2,896,321
Term Loan - Second Lien, 5.96%, Maturing July 31, 2015			6,000		5,820,000

				$	177,941,640


Beverage and Tobacco — 0.0%⁽⁴⁾
Maine Beverage Company
Term Loan, 2.11%, Maturing March 31, 2013			107	$	106,339

				$	106,339


Building and Development — 1.3%
401 North Wabash Venture LLC
Term Loan, 6.75%, Maturing August 1, 2013			2,697	$	2,698,408
Armstrong World Industries, Inc.
Term Loan, 4.00%, Maturing March 9, 2018			4,692		4,714,630
Goodman Global Inc.
Term Loan, 5.75%, Maturing October 28, 2016			8,677		8,714,154
Preferred Proppants, LLC
Term Loan, 7.50%, Maturing December 15, 2016			6,409		6,080,621


		21		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Building and Development (continued)
RE/MAX International, Inc.
Term Loan, 5.50%, Maturing April 15, 2016		3,915	$	3,944,702
Realogy Corporation
Term Loan, 3.24%, Maturing October 10, 2013		150		147,761
Term Loan, 4.46%, Maturing October 10, 2016		362		361,708
Term Loan, 4.46%, Maturing October 10, 2016		4,637		4,634,254
Summit Materials Companies I, LLC
Term Loan, 6.00%, Maturing January 30, 2019		1,244		1,256,317
The Woodlands Land Development Company L.P.
Term Loan, 5.00%, Maturing March 7, 2014		4,815		4,742,592
Tishman Speyer U.S. Office, Inc.
Term Loan, 5.21%, Maturing January 8, 2014		4,925		4,978,190

			$	42,273,337


Business Equipment and Services — 10.7%
ACCO Brands Corporation
Term Loan, 4.25%, Maturing April 30, 2019		1,294	$	1,307,243
Acosta, Inc.
Term Loan, 5.00%, Maturing March 1, 2018		19,700		19,823,513
Advantage Sales & Marketing, Inc.
Term Loan, 5.25%, Maturing December 18, 2017		15,046		15,079,377
Affinion Group, Inc.
Term Loan, 5.00%, Maturing July 16, 2015		11,823		11,164,909
Allied Security Holdings, LLC
Term Loan, 5.25%, Maturing February 3, 2017		1,379		1,382,448
Altegrity, Inc.
Term Loan, 7.75%, Maturing February 20, 2015		1,510		1,510,291
Term Loan, 2.96%, Maturing February 21, 2015		1,390		1,292,586
BAR/BRI Review Courses, Inc.
Term Loan, 6.00%, Maturing June 16, 2017		4,475		4,480,588
Brand Energy & Infrastructure Services, Inc.
Term Loan, Maturing October 16, 2016⁽³⁾		706		706,452
Term Loan, Maturing October 16, 2018⁽³⁾		2,944		2,933,738
Brickman Group Holdings Inc.
Term Loan, 5.50%, Maturing October 14, 2016		13,540		13,742,780
Brock Holdings III, Inc.
Term Loan, 6.01%, Maturing March 16, 2017		2,867		2,895,432
Catalina Marketing Corporation
Term Loan, 2.96%, Maturing October 1, 2014		987		984,644
ClientLogic Corporation
Term Loan, 7.10%, Maturing January 30, 2017		3,293		3,218,755
Corporate Executive Board Company, The
Term Loan, 5.00%, Maturing July 2, 2019		2,050		2,065,375


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value
	��

Business Equipment and Services (continued)
CPM Acquisition Corp.
Term Loan, 6.25%, Maturing August 29, 2017			1,975	$	1,991,047
DynCorp International LLC
Term Loan, 6.25%, Maturing July 7, 2016			1,929		1,940,211
Education Management LLC
Term Loan, 4.38%, Maturing June 1, 2016			4,973		4,192,356
Term Loan, 8.25%, Maturing March 29, 2018			10,045		8,911,628
EIG Investors Corp.
Term Loan, 7.75%, Maturing April 20, 2018			9,975		10,031,109
Term Loan - Second Lien, 11.00%, Maturing October 22, 2018			1,125		1,136,250
Expert Global Solutions, Inc.
Term Loan, 8.00%, Maturing April 3, 2018			9,154		9,245,540
Garda World Security Corp.
Term Loan, Maturing October 24, 2019⁽³⁾			1,700		1,714,875
Genesys Telecom Holdings, U.S., Inc.
Term Loan, 6.75%, Maturing January 31, 2019			1,642		1,667,402
Genpact International, Inc.
Term Loan, 4.25%, Maturing August 30, 2019			6,350		6,373,812
Go Daddy Operating Company, LLC
Term Loan, 5.50%, Maturing December 17, 2018			9,685		9,659,897
IG Investment Holdings, LLC
Term Loan, Maturing October 31, 2019⁽³⁾			3,600		3,595,500
IMS Health Incorporated
Term Loan, 4.50%, Maturing August 25, 2017			9,183		9,249,745
Infor (US), Inc.
Term Loan, 5.25%, Maturing April 5, 2018			41,607		42,107,637
KAR Auction Services, Inc.
Term Loan, 5.00%, Maturing May 19, 2017			11,653		11,735,950
Kronos Incorporated
Term Loan, Maturing October 25, 2019⁽³⁾			7,250		7,268,125
Term Loan - Second Lien, Maturing April 24, 2020⁽³⁾			4,175		4,185,437
Language Line, LLC
Term Loan, 6.25%, Maturing June 20, 2016			6,957		6,917,725
Meritas LLC
Term Loan, 7.50%, Maturing July 28, 2017			3,735		3,734,626
Mitchell International, Inc.
Term Loan - Second Lien, 5.63%, Maturing March 30, 2015			1,000		987,500
Monitronics International Inc.
Term Loan, 5.50%, Maturing March 16, 2018			2,264		2,285,317
Quintiles Transnational Corp.
Term Loan, 4.50%, Maturing June 8, 2018			2,250		2,258,438
Term Loan, 5.00%, Maturing June 8, 2018			25,644		25,855,560


		22		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Business Equipment and Services (continued)
Sabre, Inc.
Term Loan, 2.21%, Maturing September 30, 2014			4,138	$	4,131,011
Sensus USA Inc.
Term Loan, 4.75%, Maturing May 9, 2017			1,921		1,927,953
Softlayer Technologies, Inc.
Term Loan, 7.25%, Maturing November 5, 2016			1,400		1,408,813
SunGard Data Systems, Inc.
Term Loan, 3.90%, Maturing February 26, 2016			24,078		24,176,237
Term Loan, 3.97%, Maturing February 28, 2017			10,961		11,015,942
SymphonyIRI Group, Inc.
Term Loan, 5.00%, Maturing December 1, 2017			913		915,150
Trans Union, LLC
Term Loan, 5.50%, Maturing February 12, 2018			12,806		12,943,252
Travelport LLC
Term Loan, 4.65%, Maturing August 21, 2015	EUR		740		913,924
Term Loan, 4.86%, Maturing August 21, 2015			5,549		5,313,702
Term Loan, 4.86%, Maturing August 21, 2015			7,792		7,461,909
Term Loan, 4.86%, Maturing August 21, 2015			2,922		2,798,704
U.S. Security Holdings, Inc.
Term Loan, 6.00%, Maturing July 28, 2017			349		351,749
Term Loan, 6.00%, Maturing July 28, 2017			2,278		2,297,731
West Corporation
Term Loan, 5.50%, Maturing July 15, 2016			1,804		1,825,162
Term Loan, 5.50%, Maturing July 15, 2016			5,133		5,192,730
Term Loan, 5.75%, Maturing June 29, 2018			4,564		4,620,607

				$	346,928,394


Cable and Satellite Television — 3.6%
Atlantic Broadband Finance, LLC
Term Loan, 5.25%, Maturing April 4, 2019			6,509	$	6,550,532
Term Loan - Second Lien, 9.75%, Maturing October 4, 2019			2,000		2,080,000
BBHI Acquisition LLC
Term Loan, 4.50%, Maturing December 14, 2017			2,726		2,740,070
Bragg Communications Incorporated
Term Loan, 4.00%, Maturing February 28, 2018			1,045		1,049,974
Cequel Communications, LLC
Term Loan, 4.00%, Maturing February 14, 2019			25,472		25,551,600
Charter Communications Operating, LLC
Term Loan, 3.47%, Maturing September 6, 2016			2,661		2,675,138
Term Loan, 4.00%, Maturing May 15, 2019			10,970		11,056,263
Crown Media Holdings, Inc.
Term Loan, 5.75%, Maturing July 14, 2018			1,379		1,385,748
CSC Holdings, Inc.
Term Loan, 1.96%, Maturing March 29, 2016			7,025		7,028,211


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Cable and Satellite Television (continued)
Kabel Deutschland GMBH
Term Loan, 4.25%, Maturing February 1, 2019			3,998	$	4,012,856
Lavena Holdings 4 GmbH
Term Loan, 2.95%, Maturing March 6, 2015	EUR		3,467		4,224,513
Term Loan, 3.32%, Maturing March 4, 2016	EUR		3,467		4,224,513
MCC Iowa LLC
Term Loan, 1.93%, Maturing January 30, 2015			1,852		1,840,578
Mediacom Broadband LLC
Term Loan, 4.50%, Maturing October 23, 2017			3,299		3,297,001
Mediacom Illinois, LLC
Term Loan, 1.68%, Maturing January 30, 2015			5,680		5,583,972
Term Loan, 4.50%, Maturing October 23, 2017			2,862		2,851,802
UPC Broadband Holding B.V.
Term Loan, 3.87%, Maturing December 31, 2016	EUR		7,221		9,308,562
UPC Financing Partnership
Term Loan, 3.71%, Maturing December 30, 2016			453		450,854
Term Loan, 3.71%, Maturing December 29, 2017			11,593		11,575,393
Term Loan, 4.75%, Maturing December 29, 2017			2,500		2,518,750
WaveDivision Holdings, LLC
Term Loan, 5.50%, Maturing August 9, 2019			1,275		1,288,532
YPSO Holding SA
Term Loan, Maturing June 6, 2016⁽³⁾	EUR		586		720,503
Term Loan, Maturing June 6, 2016⁽³⁾	EUR		732		899,262
Term Loan, Maturing June 6, 2016⁽³⁾	EUR		2,682		3,296,348

				$	116,210,975


Chemicals and Plastics — 4.5%
Ashland, Inc.
Term Loan, 3.75%, Maturing August 23, 2018			1,758	$	1,772,117
AZ Chem US Inc.
Term Loan, 7.25%, Maturing December 22, 2017			2,736		2,796,474
Chemtura Corporation
Term Loan, 5.50%, Maturing August 27, 2016			3,650		3,700,187
Emerald Performance Materials, LLC
Term Loan, 6.75%, Maturing May 18, 2018			5,536		5,598,406
General Chemical Corporation
Term Loan, 5.00%, Maturing October 6, 2015			1,162		1,167,433
Harko C.V.
Term Loan, 5.75%, Maturing August 2, 2017			1,510		1,520,602
Houghton International, Inc.
Term Loan, 6.75%, Maturing January 29, 2016			4,443		4,481,737
Huntsman International, LLC
Term Loan, 2.79%, Maturing April 19, 2017			3,467		3,462,863
Ineos US Finance LLC
Term Loan, 6.50%, Maturing May 4, 2018			34,563		35,095,310


		23		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Chemicals and Plastics (continued)
Momentive Performance Materials GmbH
Term Loan, 3.61%, Maturing May 5, 2015	EUR		2,798	$	3,599,487
Momentive Performance Materials Inc.
Term Loan, 3.75%, Maturing May 5, 2015			1,741		1,739,073
Momentive Performance Materials USA Inc.
Term Loan, 3.75%, Maturing May 5, 2015			5,796		5,781,373
Momentive Specialty Chemicals Inc.
Term Loan, 3.82%, Maturing May 5, 2015	EUR		714		893,148
Term Loan, 4.00%, Maturing May 5, 2015			7,460		7,441,248
Term Loan, 4.13%, Maturing May 5, 2015			3,276		3,267,949
Term Loan, 4.13%, Maturing May 5, 2015			3,790		3,676,300
OEP Pearl Dutch Acquisition B.V.
Term Loan, 6.50%, Maturing March 30, 2018			265		267,733
Omnova Solutions Inc.
Term Loan, 5.50%, Maturing May 31, 2017			7,284		7,347,290
PolyOne Corp.
Term Loan, 5.00%, Maturing December 20, 2017			5,145		5,191,522
Schoeller Arca Systems Holding B.V.
Term Loan, 4.78%, Maturing November 16, 2015	EUR		289		262,252
Term Loan, 4.78%, Maturing November 16, 2015	EUR		824		747,728
Term Loan, 4.78%, Maturing November 16, 2015	EUR		887		804,629
Sonneborn LLC
Term Loan, 6.50%, Maturing March 30, 2018			1,501		1,517,157
Styron S.A.R.L., LLC
Term Loan, 8.00%, Maturing August 2, 2017			6,284		6,014,491
Taminco Global Chemical Corporation
Term Loan, 5.25%, Maturing February 15, 2019			3,980		4,026,435
Tronox Pigments (Netherlands) B.V.
Term Loan, 4.25%, Maturing February 8, 2018			1,742		1,756,839
Term Loan, 4.25%, Maturing February 8, 2018			6,388		6,437,750
Univar Inc.
Term Loan, 5.00%, Maturing June 30, 2017			26,698		26,482,557

				$	146,850,090


Clothing / Textiles — 0.2%
Ascena Retail Group, Inc.
Term Loan, 4.75%, Maturing June 14, 2018			3,367	$	3,389,708
Warnaco Inc.
Term Loan, 3.75%, Maturing June 15, 2018			1,432		1,424,716
Wolverine Worldwide, Inc.
Term Loan, 5.25%, Maturing July 31, 2019			2,125		2,150,234

				$	6,964,658


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Conglomerates — 2.0%
Jason Incorporated
Term Loan, 8.25%, Maturing September 21, 2014		565	$	566,216
Term Loan, 7.75%, Maturing September 22, 2014		569		570,739
Term Loan, 8.25%, Maturing September 22, 2014		228		228,084
Rexnord Corporation
Term Loan, 4.50%, Maturing April 2, 2018		19,151		19,306,158
RGIS Services, LLC
Term Loan, 4.61%, Maturing October 18, 2016		4,971		4,958,819
Term Loan, 5.50%, Maturing October 18, 2017		6,397		6,420,443
Rocket Software, Inc.
Term Loan, 5.75%, Maturing February 8, 2018		3,831		3,857,690
Term Loan, 6.75%, Maturing February 8, 2018		1,000		1,000,000
Term Loan - Second Lien, 10.25%, Maturing February 8, 2019		1,000		1,007,500
Spectrum Brands, Inc.
Term Loan, 5.02%, Maturing June 17, 2016		3,647		3,660,669
Walter Energy, Inc.
Term Loan, 5.75%, Maturing April 2, 2018		22,260		22,000,279

			$	63,576,597


Containers and Glass Products — 1.7%
Berry Plastics Holding Corporation
Term Loan, 2.21%, Maturing April 3, 2015		17,579	$	17,490,941
BWAY Corporation
Term Loan, 5.25%, Maturing February 23, 2018		894		895,559
Term Loan, 5.25%, Maturing February 23, 2018		7,972		7,990,096
Hilex Poly Co. LLC
Term Loan, 11.25%, Maturing November 16, 2015		1,152		1,175,022
Pelican Products, Inc.
Term Loan, 7.00%, Maturing July 11, 2018		6,236		6,283,022
Reynolds Group Holdings Inc.
Term Loan, 4.75%, Maturing September 20, 2018		15,375		15,460,485
Sealed Air Corporation
Term Loan, 4.75%, Maturing October 3, 2018		733		738,165
TricorBraun, Inc.
Term Loan, 5.50%, Maturing May 3, 2018		6,559		6,607,752

			$	56,641,042


Cosmetics / Toiletries — 0.6%
Bausch & Lomb, Inc.
Term Loan, 5.25%, Maturing May 17, 2019		14,838	$	15,023,285
Huish Detergents, Inc.
Term Loan, 2.22%, Maturing April 25, 2014		1,853		1,774,705


		24		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Cosmetics / Toiletries (continued)
Prestige Brands, Inc.
Term Loan, 5.28%, Maturing January 31, 2019		1,084	$	1,097,933

			$	17,895,923


Drugs — 1.0%
Aptalis Pharma, Inc.
Term Loan, 5.50%, Maturing February 10, 2017		2,488	$	2,498,383
Term Loan, 5.50%, Maturing February 10, 2017		5,885		5,914,826
Endo Pharmaceuticals Holdings, Inc.
Term Loan, 4.00%, Maturing June 18, 2018		608		611,975
Par Pharmaceutical Companies, Inc.
Term Loan, 5.00%, Maturing September 30, 2019		7,350		7,346,722
Warner Chilcott Company, LLC
Term Loan, 4.25%, Maturing March 15, 2018		3,034		3,049,458
Warner Chilcott Corporation
Term Loan, 4.25%, Maturing March 15, 2018		2,305		2,316,094
Term Loan, 4.25%, Maturing March 15, 2018		6,069		6,098,916
WC Luxco S.a.r.l.
Term Loan, 4.25%, Maturing March 15, 2018		4,172		4,193,005

			$	32,029,379


Ecological Services and Equipment — 0.5%
ADS Waste Holdings
Term Loan, 5.25%, Maturing September 11, 2019		14,075	$	14,223,083
Envirotest Systems Holding Corp.
Term Loan - Second Lien, 15.50%, Maturing March 31, 2017⁽⁵⁾		46		47,682
Progressive Waste Solutions Ltd.
Term Loan, Maturing October 11, 2019⁽³⁾		2,300		2,321,563
Safety Kleen (SK Holdings)
Term Loan, 5.00%, Maturing February 17, 2017		992		990,841

			$	17,583,169


Electronics / Electrical — 7.5%
Aeroflex Incorporated
Term Loan, 5.75%, Maturing May 9, 2018		12,561	$	12,603,855
Aspect Software, Inc.
Term Loan, 6.25%, Maturing May 6, 2016		10,209		10,068,543
Attachmate Corporation
Term Loan, 7.25%, Maturing November 22, 2017		16,019		16,203,124
Cinedigm Digital Funding I, LLC
Term Loan, 5.25%, Maturing April 29, 2016		1,005		1,014,705
CommScope, Inc.
Term Loan, 4.25%, Maturing January 12, 2018		13,386		13,502,735


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Electronics / Electrical (continued)
CompuCom Systems, Inc.
Term Loan, 6.50%, Maturing October 2, 2018		8,875	$	8,891,641
Dealer Computer Services, Inc.
Term Loan, 3.75%, Maturing April 20, 2018		3,334		3,357,183
DG FastChannel, Inc.
Term Loan, 5.75%, Maturing July 26, 2018		9,448		9,117,112
Eagle Parent, Inc.
Term Loan, 5.00%, Maturing May 16, 2018		8,426		8,486,987
Edwards (Cayman Islands II) Limited
Term Loan, 5.50%, Maturing May 31, 2016		3,894		3,911,039
Term Loan, 5.50%, Maturing May 31, 2016		4,292		4,310,704
Freescale Semiconductor, Inc.
Term Loan, 4.46%, Maturing December 1, 2016		10,834		10,617,018
Hyland Software, Inc.
Term Loan, Maturing October 29, 2019⁽³⁾		1,550		1,552,584
InfoGroup Inc.
Term Loan, 5.75%, Maturing May 25, 2018		2,275		2,036,335
Magic Newco LLC
Term Loan, 7.25%, Maturing December 12, 2018		9,225		9,265,359
Microsemi Corporation
Term Loan, 4.00%, Maturing February 2, 2018		7,597		7,659,046
NeuStar, Inc.
Term Loan, 5.00%, Maturing November 8, 2018		2,574		2,602,957
Nxp B.V.
Term Loan, 4.50%, Maturing March 3, 2017		11,894		12,082,696
Term Loan, 5.50%, Maturing March 3, 2017		2,747		2,810,209
Term Loan, 5.25%, Maturing March 19, 2019		4,254		4,320,973
Open Solutions, Inc.
Term Loan, 2.44%, Maturing January 23, 2014		5,269		5,095,902
Rovi Solutions Corporation
Term Loan, 4.00%, Maturing March 29, 2019		9,154		8,993,805
SafeNet Inc.
Term Loan, 2.71%, Maturing April 12, 2014		2,717		2,710,599
Semtech Corporation
Term Loan, 4.25%, Maturing March 20, 2017		1,070		1,078,984
Sensata Technologies Finance Company, LLC
Term Loan, 4.00%, Maturing May 11, 2018		12,820		12,883,786
Serena Software, Inc.
Term Loan, 4.22%, Maturing March 10, 2016		10,397		10,318,990
Term Loan, 5.00%, Maturing March 10, 2016		900		903,375
Shield Finance Co. S.A.R.L.
Term Loan, 6.50%, Maturing May 10, 2019		4,090		4,115,311
SkillSoft Corporation
Term Loan, 5.00%, Maturing May 26, 2017		7,109		7,189,319
Sophia, L.P.
Term Loan, 6.25%, Maturing July 19, 2018		6,532		6,632,468


		25		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Electronics / Electrical (continued)
Spansion LLC
Term Loan, 4.75%, Maturing February 9, 2015		1,020	$	1,031,397
SS&C Technologies Inc.
Term Loan, 5.00%, Maturing June 7, 2019		977		987,692
Term Loan, 5.00%, Maturing June 7, 2019		9,441		9,562,442
VeriFone Inc.
Term Loan, 4.25%, Maturing December 28, 2018		2,079		2,080,609
Vertafore, Inc.
Term Loan, 5.25%, Maturing July 29, 2016		10,530		10,573,772
Wall Street Systems, Inc.
Term Loan, Maturing October 24, 2019⁽³⁾		6,350		6,270,625
Term Loan - Second Lien, Maturing April 24, 2020⁽³⁾		3,250		3,237,812
Web.com Group, Inc.
Term Loan, 7.00%, Maturing October 27, 2017		5,481		5,488,289

			$	243,569,982


Equipment Leasing — 0.9%
BakerCorp International, Inc.
Term Loan, 5.00%, Maturing June 1, 2018		8,357	$	8,400,873
Delos Aircraft Inc.
Term Loan, 4.75%, Maturing April 12, 2016		4,450		4,522,312
Flying Fortress Inc.
Term Loan, 5.00%, Maturing June 30, 2017		17,400		17,704,500

			$	30,627,685


Financial Intermediaries — 3.8%
American Capital Holdings, Inc.
Term Loan, 5.50%, Maturing August 22, 2016		3,275	$	3,299,563
Asset Acceptance Capital Corp.
Term Loan, 8.75%, Maturing November 14, 2017		8,194		8,275,983
CB Richard Ellis Services, Inc.
Term Loan, 3.46%, Maturing March 5, 2018		1,752		1,756,487
Term Loan, 3.71%, Maturing September 4, 2019		890		892,386
Citco III Limited
Term Loan, 5.50%, Maturing June 29, 2018		11,707		11,817,016
First Data Corporation
Term Loan, 2.96%, Maturing September 24, 2014		190		190,002
Term Loan, 2.96%, Maturing September 24, 2014		311		311,346
Term Loan, 2.96%, Maturing September 24, 2014		554		555,036
Term Loan, 4.21%, Maturing March 23, 2018		4,755		4,560,049
Term Loan, 5.21%, Maturing September 24, 2018		5,025		4,938,108
Grosvenor Capital Management Holdings, LLP
Term Loan, 2.50%, Maturing December 5, 2013		1,252		1,202,335
Term Loan, 4.25%, Maturing December 5, 2016		1,294		1,273,150


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Financial Intermediaries (continued)
Hamilton Lane Advisors, LLC
Term Loan, 6.50%, Maturing February 23, 2018		4,826	$	4,826,250
Harbourvest Partners, LLC
Term Loan, 6.25%, Maturing December 16, 2016		2,086		2,090,978
iPayment, Inc.
Term Loan, 5.75%, Maturing May 8, 2017		4,065		4,057,877
LPL Holdings, Inc.
Term Loan, 2.71%, Maturing March 29, 2017		2,096		2,072,667
Term Loan, 4.00%, Maturing March 29, 2019		8,557		8,605,133
Mercury Payment Systems Canada, LLC
Term Loan, 5.50%, Maturing July 3, 2017		8,976		9,065,697
MIP Delaware, LLC
Term Loan, 5.50%, Maturing July 12, 2018		1,960		1,979,341
Nuveen Investments, Inc.
Term Loan, 5.85%, Maturing May 12, 2017		20,508		20,533,458
Term Loan, 5.84%, Maturing May 13, 2017		8,579		8,600,861
Term Loan, 7.25%, Maturing May 13, 2017		1,400		1,405,600
Oz Management LP
Term Loan, 1.71%, Maturing November 15, 2016		3,482		3,117,773
RJO Holdings Corp.
Term Loan, 6.22%, Maturing December 10, 2015⁽⁵⁾		23		18,533
Term Loan, 6.97%, Maturing December 10, 2015⁽⁵⁾		715		550,980
RPI Finance Trust
Term Loan, 3.50%, Maturing May 9, 2018		7,739		7,774,895
Term Loan, 4.00%, Maturing November 9, 2018		6,072		6,114,948
Springleaf Financial Funding Company
Term Loan, 5.50%, Maturing May 10, 2017		2,000		1,975,000
Vantiv, LLC
Term Loan, 3.75%, Maturing March 27, 2019		1,244		1,247,637

			$	123,109,089


Food Products — 4.2%
AdvancePierre Foods, Inc.
Term Loan, 5.75%, Maturing July 10, 2017		8,250	$	8,329,060
American Seafoods Group LLC
Term Loan, 4.25%, Maturing March 16, 2018		1,579		1,564,955
Blue Buffalo Company, Ltd.
Term Loan, 6.50%, Maturing August 8, 2019		6,550		6,599,125
Clearwater Seafoods Limited Partnership
Term Loan, 6.75%, Maturing June 6, 2018		4,015		4,029,993
Del Monte Foods Company
Term Loan, 4.50%, Maturing March 8, 2018		26,284		26,283,585
Dole Food Company Inc.
Term Loan, 5.04%, Maturing July 6, 2018		2,834		2,846,230


		26		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Food Products (continued)
Hearthside Food Solutions, LLC
Term Loan, 6.50%, Maturing June 5, 2018		4,464	$	4,469,392
High Liner Foods Incorporated
Term Loan, 7.00%, Maturing December 19, 2017		3,454		3,473,078
JBS USA Holdings Inc.
Term Loan, 4.25%, Maturing May 25, 2018		9,311		9,311,354
Michael Foods Group, Inc.
Term Loan, 4.25%, Maturing February 23, 2018		3,009		3,025,771
NBTY, Inc.
Term Loan, 4.25%, Maturing October 2, 2017		32,809		33,020,651
Pinnacle Foods Finance LLC
Term Loan, 4.75%, Maturing October 17, 2018		5,249		5,281,429
Term Loan, 4.75%, Maturing October 17, 2018		16,890		16,960,569
Solvest Ltd.
Term Loan, 5.02%, Maturing July 6, 2018		5,072		5,093,261
Windsor Quality Food Company Ltd.
Term Loan, 5.00%, Maturing February 16, 2017		4,974		4,973,877

			$	135,262,330


Food Service — 5.1%
Aramark Corporation
Term Loan, 3.40%, Maturing July 26, 2016		441	$	442,406
Term Loan, 3.46%, Maturing July 26, 2016		918		921,107
Term Loan, 3.46%, Maturing July 26, 2016		21,466		21,527,561
Term Loan, 3.57%, Maturing July 26, 2016		5,581		5,594,023
Brasa Holdings, Inc.
Term Loan, 7.50%, Maturing July 19, 2019		1,775		1,792,750
Buffets, Inc.
Term Loan, 0.24%, Maturing April 22, 2015⁽⁵⁾		295		294,849
Burger King Corporation
Term Loan, 3.75%, Maturing September 27, 2019		11,200		11,259,506
Centerplate, Inc.
Term Loan, 5.75%, Maturing October 15, 2018		2,575		2,594,313
DineEquity, Inc.
Term Loan, 4.25%, Maturing October 19, 2017		5,097		5,140,007
Dunkin’ Brands, Inc.
Term Loan, 4.00%, Maturing November 23, 2017		28,443		28,572,857
Landry’s, Inc.
Term Loan, 6.50%, Maturing April 24, 2018		6,144		6,219,649
NPC International, Inc.
Term Loan, 5.25%, Maturing December 28, 2018		1,766		1,797,032
OSI Restaurant Partners, LLC
Term Loan, 4.75%, Maturing October 24, 2019		17,155		17,227,909


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Food Service (continued)
P.F. Chang’s China Bistro Inc.
Term Loan, 6.25%, Maturing July 2, 2019			1,675	$	1,696,636
Sagittarius Restaurants, LLC
Term Loan, 7.51%, Maturing May 18, 2015			894		895,984
US Foods, Inc.
Term Loan, 2.71%, Maturing July 3, 2014			2,425		2,401,981
Term Loan, 5.75%, Maturing March 31, 2017			23,135		22,845,391
Weight Watchers International, Inc.
Term Loan, 4.00%, Maturing March 15, 2019			13,159		13,201,641
Wendy’s International, Inc.
Term Loan, 4.75%, Maturing May 15, 2019			20,475		20,690,417

				$	165,116,019


Food / Drug Retailers — 3.6%
Alliance Boots Holdings Limited
Term Loan, 3.08%, Maturing July 9, 2015	EUR		1,749	$	2,218,763
Term Loan, 3.49%, Maturing July 9, 2015	GBP		26,200		40,989,454
Fairway Group Acquisition Company
Term Loan, 8.25%, Maturing August 17, 2018			2,000		2,020,000
General Nutrition Centers, Inc.
Term Loan, 3.75%, Maturing March 2, 2018			21,656		21,713,032
Iceland Foods Group Limited
Term Loan, 5.11%, Maturing April 12, 2019	EUR		2,725		3,573,950
Pantry, Inc. (The)
Term Loan, 5.75%, Maturing August 2, 2019			1,725		1,738,657
Rite Aid Corporation
Term Loan, 1.97%, Maturing June 4, 2014			24,002		23,834,134
Term Loan, 4.50%, Maturing March 2, 2018			13,823		13,796,845
Sprouts Farmers Markets Holdings, LLC
Term Loan, 6.00%, Maturing April 18, 2018			1,492		1,507,348
Term Loan, 6.00%, Maturing April 18, 2018			6,733		6,800,381

				$	118,192,564


Forest Products — 0.1%
SIG Euro Holding AG & Co. KG
Term Loan, 5.25%, Maturing September 28, 2018	EUR		2,750	$	3,573,322

				$	3,573,322


Health Care — 15.4%
Alere, Inc.
Term Loan, 4.75%, Maturing June 30, 2017			1,244	$	1,254,633
Term Loan, 4.75%, Maturing June 30, 2017			1,514		1,525,624
Term Loan, 4.75%, Maturing June 30, 2017			15,805		15,931,353


		27		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Health Care (continued)
Alkermes, Inc.
Term Loan, 4.50%, Maturing September 18, 2019		5,000	$	5,037,500
Alliance Healthcare Services, Inc.
Term Loan, 7.25%, Maturing June 1, 2016		10,255		10,100,712
Ardent Medical Services, Inc.
Term Loan, 6.50%, Maturing September 15, 2015		4,561		4,572,821
AssuraMed.
Term Loan, Maturing October 23, 2019⁽³⁾		3,675		3,696,436
Aveta, Inc.
Term Loan, 8.50%, Maturing April 4, 2017		4,259		4,261,724
Term Loan, 8.50%, Maturing April 4, 2017		4,259		4,261,724
Term Loan, Maturing October 9, 2017⁽³⁾		3,126		3,110,684
Term Loan, Maturing October 26, 2017⁽³⁾		2,274		2,262,316
Biomet Inc.
Term Loan, 3.96%, Maturing July 25, 2017		17,178		17,302,984
BSN Medical Acquisition Holding GmbH
Term Loan, 5.00%, Maturing August 28, 2019		4,714		4,737,595
Catalent Pharma Solutions Inc.
Term Loan, 4.21%, Maturing September 15, 2016		8,028		8,067,832
Term Loan, 5.25%, Maturing September 15, 2017		3,130		3,163,403
Community Health Systems, Inc.
Term Loan, 3.92%, Maturing January 25, 2017		24,185		24,321,388
Convatec Inc.
Term Loan, 5.00%, Maturing December 22, 2016		3,551		3,577,839
CRC Health Corporation
Term Loan, 4.86%, Maturing November 16, 2015		7,597		7,397,762
DaVita, Inc.
Term Loan, 4.50%, Maturing October 20, 2016		6,526		6,573,502
Term Loan, Maturing September 2, 2019⁽³⁾		19,100		19,179,590
DJO Finance LLC
Term Loan, 5.21%, Maturing November 1, 2016		6,227		6,249,979
Term Loan, 6.25%, Maturing September 15, 2017		4,577		4,604,462
Drumm Investors LLC
Term Loan, 5.00%, Maturing May 4, 2018		9,913		9,571,975
Emdeon, Inc.
Term Loan, 5.00%, Maturing November 2, 2018		2,512		2,541,818
Emergency Medical Services Corporation
Term Loan, 5.25%, Maturing May 25, 2018		18,300		18,488,071
Fresenius US Finance I Inc.
Term Loan, 3.50%, Maturing September 10, 2014		353		354,193
Term Loan, 3.50%, Maturing September 10, 2014		617		619,608
Grifols Inc.
Term Loan, 4.50%, Maturing June 1, 2017		13,573		13,735,682
Hanger Orthopedic Group, Inc.
Term Loan, 4.01%, Maturing December 1, 2016		3,399		3,415,703


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Health Care (continued)
HCA, Inc.
Term Loan, 3.61%, Maturing March 31, 2017			20,311	$	20,371,030
Term Loan, 3.46%, Maturing May 1, 2018			13,788		13,821,139
Health Management Associates, Inc.
Term Loan, 4.50%, Maturing November 16, 2018			18,306		18,494,185
Hologic Inc.
Term Loan, 4.50%, Maturing August 1, 2019			7,357		7,449,285
Iasis Healthcare LLC
Term Loan, 5.00%, Maturing May 3, 2018			16,989		17,063,826
inVentiv Health, Inc.
Term Loan, 6.50%, Maturing August 4, 2016			12,660		12,380,751
Term Loan, 6.75%, Maturing May 15, 2018			9,299		9,066,261
Kindred Healthcare, Inc.
Term Loan, 5.25%, Maturing June 1, 2018			6,486		6,408,727
Term Loan, 6.00%, Maturing June 1, 2018			3,300		3,260,786
Kinetic Concepts, Inc.
Term Loan, 7.00%, Maturing May 4, 2018			27,642		28,056,944
LHP Hospital Group, Inc.
Term Loan, 9.00%, Maturing July 3, 2018			2,195		2,216,445
MedAssets, Inc.
Term Loan, 5.25%, Maturing November 16, 2016			3,467		3,506,232
Medpace, Inc.
Term Loan, 6.50%, Maturing June 16, 2017			2,352		2,269,610
Multiplan, Inc.
Term Loan, 4.75%, Maturing August 26, 2017			13,623		13,702,631
MX USA, Inc.
Term Loan, 6.50%, Maturing April 28, 2017			4,677		4,653,118
One Call Medical, Inc.
Term Loan, 7.00%, Maturing August 16, 2019			8,350		8,391,750
Onex Carestream Finance LP
Term Loan, 5.00%, Maturing February 25, 2017			6,760		6,701,084
Pharmaceutical Product Development, Inc.
Term Loan, 6.25%, Maturing December 5, 2018			20,131		20,401,810
Physiotherapy Associates Holdings, Inc.
Term Loan, 6.01%, Maturing April 30, 2018			898		899,994
Radnet Management, Inc.
Term Loan, 5.51%, Maturing September 30, 2018			8,875		8,895,341
Select Medical Corporation
Term Loan, 5.50%, Maturing June 1, 2018			11,576		11,677,428
Sheridan Holdings, Inc.
Term Loan, 6.00%, Maturing June 29, 2018			2,294		2,315,759
Sunrise Medical Holdings B.V.
Term Loan, 7.25%, Maturing May 13, 2014	EUR		909		1,161,804
TriZetto Group, Inc. (The)
Term Loan, 4.75%, Maturing May 2, 2018			8,714		8,690,661


		28		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Health Care (continued)
Truven Health Analytics Inc.
Term Loan, 5.75%, Maturing June 1, 2019			7,075	$	7,097,109
Universal Health Services, Inc.
Term Loan, 3.75%, Maturing November 15, 2016			1,521		1,528,816
Valeant Pharmaceuticals International, Inc.
Term Loan, 4.25%, Maturing February 13, 2019			14,479		14,558,760
Term Loan, Maturing September 27, 2019⁽³⁾			14,875		14,956,812
Vanguard Health Holding Company II, LLC
Term Loan, 5.00%, Maturing January 29, 2016			4,704		4,738,250
VWR Funding, Inc.
Term Loan, 2.61%, Maturing June 27, 2014	EUR		1,234		1,599,856
Term Loan, 2.71%, Maturing June 30, 2014			9,678		9,694,158
Term Loan, 4.46%, Maturing April 3, 2017			875		879,796
Term Loan, 4.61%, Maturing April 3, 2017	EUR		1,234		1,599,106

				$	498,428,177


Home Furnishings — 0.5%
Hunter Fan Company
Term Loan, 2.83%, Maturing April 16, 2014			968	$	924,519
Oreck Corporation
Term Loan - Second Lien, 3.88%, Maturing March 19, 2016⁽⁵⁾			237		214,456
Serta Simmons Holdings, LLC
Term Loan, 6.00%, Maturing October 1, 2019			12,800		12,813,338
Sofia III S.a.r.l.
Term Loan, 2.61%, Maturing June 24, 2016	EUR		2,243		2,630,693

				$	16,583,006


Industrial Equipment — 2.4%
Colfax Corporation
Term Loan, 4.50%, Maturing January 11, 2019			11,633	$	11,762,605
Excelitas Technologies Corp.
Term Loan, 5.00%, Maturing November 23, 2016			5,945		5,929,933
Generac Power Systems, Inc.
Term Loan, 6.25%, Maturing February 8, 2019			5,561		5,693,138
Grede LLC
Term Loan, 7.00%, Maturing April 3, 2017			6,321		6,336,802
Husky Injection Molding Systems Ltd.
Term Loan, 5.75%, Maturing June 29, 2018			13,227		13,422,999
Kinetek Acquisitions Corporation
Term Loan, 4.50%, Maturing November 11, 2013			79		78,394
Term Loan, 4.50%, Maturing November 11, 2013			775		772,938
Kion Group GMBH
Term Loan, 3.36%, Maturing December 23, 2014	EUR		3,901		4,967,955


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Industrial Equipment (continued)
Term Loan, 3.46%, Maturing December 23, 2014			2,826	$	2,776,711
Term Loan, 3.96%, Maturing December 23, 2015			2,826		2,776,711
Term Loan, 3.86%, Maturing December 29, 2015	EUR		3,701		4,713,167
Manitowoc Company, Inc. (The)
Term Loan, 4.25%, Maturing November 13, 2017			1,462		1,472,461
Tank Holding Corp.
Term Loan, 5.50%, Maturing July 9, 2019			5,776		5,816,074
Terex Corporation
Term Loan, 4.50%, Maturing April 28, 2017			7,165		7,224,265
Unifrax Corporation
Term Loan, 6.50%, Maturing November 28, 2018			2,487		2,515,465

				$	76,259,618


Insurance — 4.4%
Alliant Holdings I, Inc.
Term Loan, 0.50%, Maturing August 21, 2013⁽⁶⁾			5,000	$	4,675,000
Term Loan, 3.36%, Maturing August 21, 2014			933		932,129
Term Loan, 6.75%, Maturing August 21, 2014			1,908		1,926,848
AmWINS Group, Inc.
Term Loan, 5.75%, Maturing June 6, 2019			7,232		7,258,995
Term Loan - Second Lien, 9.25%, Maturing December 6, 2019			12,275		12,328,703
Applied Systems, Inc.
Term Loan, 5.50%, Maturing December 8, 2016			2,214		2,219,410
Term Loan, 5.50%, Maturing December 8, 2016			2,961		2,970,925
Asurion LLC
Term Loan, 5.50%, Maturing May 24, 2018			38,283		38,603,116
Term Loan - Second Lien, 9.00%, Maturing May 24, 2019			3,645		3,776,274
CCC Information Services, Inc.
Term Loan, 5.75%, Maturing November 11, 2015			3,031		3,047,638
CNO Financial Group, Inc.
Term Loan, 5.00%, Maturing September 20, 2018			24,475		24,658,562
Cunningham Lindsey Group, Inc.
Term Loan, Maturing October 29, 2019⁽³⁾			6,025		6,036,297
Term Loan - Second Lien, Maturing April 29, 2020⁽³⁾			3,000		3,045,000
Hub International Limited
Term Loan, 4.71%, Maturing June 13, 2017			16,007		16,137,260
Term Loan, 6.75%, Maturing December 13, 2017			1,310		1,326,040
Sedgwick CMS Holdings, Inc.
Term Loan, 5.00%, Maturing December 30, 2016			2,487		2,490,010
USI Holdings Corporation
Term Loan, 2.72%, Maturing May 5, 2014			10,054		10,060,389

				$	141,492,596


		29		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Leisure Goods / Activities / Movies — 4.2%
Alpha D2 Limited
Term Loan, 6.00%, Maturing April 29, 2019		6,293	$	6,356,309
AMC Entertainment, Inc.
Term Loan, 4.25%, Maturing December 15, 2016		4,844		4,877,067
Term Loan, 4.75%, Maturing February 22, 2018		4,570		4,610,860
AMC Networks Inc.
Term Loan, 4.00%, Maturing December 31, 2018		8,129		8,195,311
Bombardier Recreational Products, Inc.
Term Loan, 4.46%, Maturing June 28, 2016		12,538		12,620,016
Bright Horizons Family Solutions, Inc.
Term Loan, 5.25%, Maturing May 23, 2017		6,219		6,234,297
Cedar Fair, L.P.
Term Loan, 4.00%, Maturing December 15, 2017		6,393		6,445,365
Cinemark USA, Inc.
Term Loan, 3.47%, Maturing April 29, 2016		4,819		4,857,417
Clubcorp Club Operations, Inc.
Term Loan, 6.00%, Maturing November 30, 2016		3,838		3,868,933
Dave & Buster’s, Inc.
Term Loan, 5.50%, Maturing June 1, 2016		1,123		1,128,641
Fender Musical Instruments Corporation
Term Loan, 2.47%, Maturing June 9, 2014		253		252,784
Term Loan, 2.47%, Maturing June 9, 2014		500		500,267
Kasima, LLC
Term Loan, 4.12%, Maturing March 10, 2015		3,820		3,834,551
Term Loan, 5.00%, Maturing March 31, 2017		4,987		5,005,308
Live Nation Entertainment, Inc.
Term Loan, 4.50%, Maturing November 7, 2016		10,553		10,623,193
Merlin Entertainment Group Luxembourg 2 S.a.r.l.
Term Loan, 4.46%, Maturing July 21, 2017		4,224		4,234,121
Regal Cinemas, Inc.
Term Loan, 3.24%, Maturing August 23, 2017		6,163		6,190,229
Revolution Studios Distribution Company, LLC
Term Loan, 3.97%, Maturing December 21, 2014⁽⁵⁾		2,661		2,175,136
Term Loan - Second Lien, 7.22%, Maturing June 21, 2015⁽⁵⁾		2,825		1,504,313
SeaWorld Parks & Entertainment, Inc.
Term Loan, 4.00%, Maturing August 17, 2017		18,447		18,579,585
Six Flags Theme Parks, Inc.
Term Loan, 4.25%, Maturing December 20, 2018		7,075		7,130,242
Town Sports International Inc.
Term Loan, 5.75%, Maturing May 11, 2018		5,960		6,033,093
Warner Music Group Corp.
Term Loan, Maturing October 25, 2018⁽³⁾		2,450		2,462,250


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Leisure Goods / Activities / Movies (continued)
Zuffa LLC
Term Loan, 2.25%, Maturing June 19, 2015			2,896	$	2,854,568
Term Loan, 7.50%, Maturing June 19, 2015			5,970		6,014,295

				$	136,588,151


Lodging and Casinos — 1.9%
Affinity Gaming, LLC
Term Loan, 5.50%, Maturing November 9, 2017			2,587	$	2,622,571
Ameristar Casinos, Inc.
Term Loan, 4.00%, Maturing April 16, 2018			5,799		5,841,980
Caesars Entertainment Operating Company
Term Loan, 9.50%, Maturing October 31, 2016			1,471		1,512,494
Term Loan, 5.46%, Maturing January 26, 2018			16,362		14,736,750
Gala Group LTD
Term Loan, 5.51%, Maturing May 30, 2018	GBP		13,725		20,830,859
Isle of Capri Casinos, Inc.
Term Loan, 4.75%, Maturing March 24, 2017			2,389		2,412,511
Las Vegas Sands LLC
Term Loan, 2.72%, Maturing November 23, 2016			1,545		1,545,073
Term Loan, 2.72%, Maturing November 23, 2016			6,117		6,116,848
LodgeNet Entertainment Corporation
Term Loan, 8.50%, Maturing April 4, 2014			867		675,525
Penn National Gaming, Inc.
Term Loan, Maturing July 16, 2018⁽³⁾			1,550		1,559,204
Pinnacle Entertainment, Inc.
Term Loan, 4.00%, Maturing March 19, 2019			4,502		4,530,515
Tropicana Entertainment Inc.
Term Loan, 7.50%, Maturing March 16, 2018			398		401,234

				$	62,785,564


Nonferrous Metals / Minerals — 1.6%
Arch Coal Inc.
Term Loan, 5.75%, Maturing May 16, 2018			15,486	$	15,630,255
Fairmount Minerals LTD
Term Loan, 5.25%, Maturing March 15, 2017			13,500		13,520,529
Noranda Aluminum Acquisition Corporation
Term Loan, 5.75%, Maturing February 24, 2019			4,652		4,701,049
Novelis, Inc.
Term Loan, 4.00%, Maturing March 10, 2017			1,757		1,759,074
Term Loan, 4.00%, Maturing March 10, 2017			7,721		7,729,172
Oxbow Carbon and Mineral Holdings LLC
Term Loan, 3.71%, Maturing May 8, 2016			3,198		3,210,445


		30		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Nonferrous Metals / Minerals (continued)
United Distribution Group, Inc.
Term Loan, 7.50%, Maturing October 9, 2018		5,150	$	4,969,750
Term Loan - Second Lien, 12.50%, Maturing April 12, 2019		1,250		1,193,750

			$	52,714,024


Oil and Gas — 3.9%
Buffalo Gulf Coast Terminals LLC
Term Loan, 7.50%, Maturing October 31, 2017		6,485	$	6,614,317
Citgo Petroleum Corporation
Term Loan, 8.00%, Maturing June 24, 2015		419		422,197
Term Loan, 9.00%, Maturing June 23, 2017		5,816		5,928,813
Crestwood Holdings LLC
Term Loan, 9.75%, Maturing March 26, 2018		5,383		5,463,472
Energy Transfer Equity, L.P.
Term Loan, 3.75%, Maturing March 24, 2017		19,100		19,117,247
Frac Tech International LLC
Term Loan, 8.50%, Maturing May 6, 2016		9,405		8,496,264
Gibson Energy ULC
Term Loan, 4.75%, Maturing June 15, 2018		8,482		8,583,103
MEG Energy Corp.
Term Loan, 4.00%, Maturing March 16, 2018		3,168		3,186,812
Obsidian Natural Gas Trust
Term Loan, 7.00%, Maturing November 2, 2015		12,031		12,091,376
Plains Exploration & Production
Term Loan, Maturing September 13, 2019⁽³⁾		13,600		13,678,934
Samson Investment Company
Term Loan - Second Lien, 6.00%, Maturing September 25, 2018		3,525		3,561,903
Sheridan Production Partners I, LLC
Term Loan, 5.00%, Maturing September 14, 2019		8,385		8,398,324
Term Loan, 5.00%, Maturing September 25, 2019		679		679,733
Term Loan, 5.00%, Maturing September 25, 2019		1,111		1,112,846
Tallgrass Energy Partners, LP
Term Loan, Maturing October 25, 2018⁽³⁾		15,450		15,478,969
Tervita Corporation
Term Loan, 3.21%, Maturing November 14, 2014		63		61,981
Term Loan, 3.21%, Maturing November 14, 2014		10,889		10,723,212
Term Loan, 6.50%, Maturing November 14, 2014		1,414		1,416,670

			$	125,016,173


Publishing — 4.2%
Ascend Learning, Inc.
Term Loan, 5.75%, Maturing May 23, 2017		10,024	$	10,056,943


Borrower/Tranche Description			Principal Amount* (000’s omitted)		Value


Publishing (continued)
Aster Zweite Beteiligungs GmbH
Term Loan, 5.97%, Maturing December 31, 2014				2,251	$	2,196,796
Term Loan, 5.97%, Maturing December 31, 2014				3,440		3,356,776
Term Loan, 5.97%, Maturing December 31, 2014				3,518		3,433,153
Term Loan, 8.22%, Maturing June 30, 2016				1,292		1,056,561
Black Press US Partnership
Term Loan, 2.42%, Maturing August 2, 2013				395		387,162
Term Loan, 2.42%, Maturing August 2, 2013				651		637,679
Cengage Learning Acquisitions, Inc.
Term Loan, 2.47%, Maturing July 3, 2014				5,884		5,626,498
GateHouse Media Operating, Inc.
Term Loan, 2.22%, Maturing August 28, 2014				2,026		699,439
Term Loan, 2.22%, Maturing August 28, 2014				4,753		1,641,118
Term Loan, 2.47%, Maturing August 28, 2014				4,151		1,433,167
Getty Images, Inc.
Term Loan, 4.75%, Maturing September 13, 2019				25,600		25,740,800
Instant Web, Inc.
Term Loan, 3.59%, Maturing August 7, 2014				401		312,999
Term Loan, 3.59%, Maturing August 7, 2014				3,849		3,002,579
Interactive Data Corporation
Term Loan, 4.50%, Maturing February 12, 2018	��			11,927		12,017,509
Laureate Education, Inc.
Term Loan, 3.32%, Maturing August 17, 2014				451		450,987
Term Loan, 3.32%, Maturing August 17, 2014				4,487		4,486,969
Term Loan, 5.25%, Maturing June 18, 2018				24,136		24,075,811
MediaNews Group
Term Loan, 8.50%, Maturing March 19, 2014				491		478,756
Merrill Communications, LLC
Term Loan, 9.75%, Maturing December 24, 2012				5,366		5,352,618
Nelson Education Ltd.
Term Loan, 2.86%, Maturing July 3, 2014				1,433		1,214,330
Newspaper Holdings Inc.
Term Loan, 1.88%, Maturing July 24, 2014				7,430		6,895,608
Nielsen Finance LLC
Term Loan, 3.47%, Maturing May 2, 2016				12,979		13,057,745
Term Loan, 3.97%, Maturing May 2, 2016				3,108		3,127,641
Penton Media, Inc.
Term Loan, 5.00%, Maturing August 1, 2014				1,747		1,455,483
Source Interlink Companies, Inc.
Term Loan, 15.00%, Maturing March 18, 2014⁽²⁾⁽⁵⁾				747		318,827
Term Loan - Second Lien, 10.75%, Maturing June 18, 2013				886		779,849
Springer Science+Business Media S.A.
Term Loan, 4.11%, Maturing July 21, 2016		EUR		3,000		3,892,337


		31		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Publishing (continued)
Star Tribune Company (The)
Term Loan, 8.00%, Maturing September 28, 2014			125	$	119,076
Term Loan, 8.00%, Maturing September 29, 2014			167		158,768

				$	137,463,984


Radio and Television — 3.2%
Clear Channel Communications, Inc.
Term Loan, 3.86%, Maturing January 29, 2016			5,704	$	4,739,160
Cumulus Media Holdings Inc.
Term Loan, 5.75%, Maturing September 17, 2018			25,670		25,857,782
Entercom Radio, LLC
Term Loan, 6.25%, Maturing November 23, 2018			5,116		5,151,612
Foxco Acquisition Sub, LLC
Term Loan, 5.50%, Maturing July 31, 2017			11,600		11,774,000
Gray Television, Inc.
Term Loan, 3.59%, Maturing October 15, 2019⁽⁶⁾			5,175		5,207,344
Hubbard Radio, LLC
Term Loan, 5.25%, Maturing April 28, 2017			2,127		2,143,250
LIN Television Corp.
Term Loan, 5.00%, Maturing December 21, 2018			1,538		1,556,643
Local TV Finance, LLC
Term Loan, 4.22%, Maturing May 7, 2015			4,712		4,735,583
Mission Broadcasting, Inc.
Term Loan, 5.00%, Maturing September 30, 2016			1,210		1,213,415
Nexstar Broadcasting, Inc.
Term Loan, 5.00%, Maturing September 30, 2016			3,371		3,379,105
Radio One, Inc.
Term Loan, 7.50%, Maturing March 31, 2016			3,922		3,951,249
Raycom TV Broadcasting, Inc.
Term Loan, 4.25%, Maturing May 31, 2017			2,518		2,505,534
Sinclair Television Group Inc.
Term Loan, 4.00%, Maturing October 28, 2016			1,916		1,929,371
Tyrol Acquisitions 2 SAS
Term Loan, 4.11%, Maturing January 29, 2016	EUR		1,010		1,188,793
Term Loan, 4.11%, Maturing January 29, 2016	EUR		1,010		1,188,793
Univision Communications Inc.
Term Loan, 2.21%, Maturing September 29, 2014			2,368		2,364,507
Term Loan, 4.46%, Maturing March 31, 2017			20,648		20,260,639
Weather Channel
Term Loan, 4.25%, Maturing February 13, 2017			5,035		5,077,092

				$	104,223,872


Retailers (Except Food and Drug) — 4.2%
99 Cents Only Stores
Term Loan, 5.25%, Maturing January 11, 2019			12,755	$	12,924,097


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Retailers (Except Food and Drug) (continued)
David’s Bridal, Inc.
Term Loan, 5.00%, Maturing October 11, 2019			2,825	$	2,824,119
Evergreen Acqco 1 LP
Term Loan, 5.00%, Maturing July 9, 2019			2,643		2,655,490
FTD, Inc.
Term Loan, 4.75%, Maturing June 11, 2018			4,412		4,439,449
Harbor Freight Tools USA, Inc.
Term Loan, 5.50%, Maturing November 14, 2017			3,117		3,152,256
J Crew Group, Inc.
Term Loan, 4.75%, Maturing March 7, 2018			15,765		15,799,976
Jo-Ann Stores, Inc.
Term Loan, 4.75%, Maturing March 16, 2018			13,011		13,032,615
Michaels Stores, Inc.
Term Loan, 4.91%, Maturing July 29, 2016			5,798		5,859,322
Term Loan, 4.91%, Maturing July 29, 2016			9,421		9,521,337
National Vision, Inc.
Term Loan, 7.00%, Maturing August 2, 2018			3,142		3,189,257
Neiman Marcus Group, Inc. (The)
Term Loan, 4.75%, Maturing May 16, 2018			17,775		17,849,744
Ollie’s Bargain Outlet, Inc.
Term Loan, 6.25%, Maturing September 27, 2019			4,075		4,090,281
Pep Boys-Manny, Moe & Jack (The)
Term Loan, 5.00%, Maturing October 17, 2018			2,000		2,016,666
Petco Animal Supplies, Inc.
Term Loan, 4.50%, Maturing November 24, 2017			9,291		9,350,322
Pilot Travel Centers LLC
Term Loan, 3.75%, Maturing March 30, 2018			3,133		3,152,895
Term Loan, 4.25%, Maturing August 7, 2019			1,050		1,058,860
ServiceMaster Company
Term Loan, 4.46%, Maturing January 31, 2017			10,780		10,841,948
Visant Holding Corp.
Term Loan, 5.25%, Maturing December 22, 2016			3,414		3,298,470
Vivarte SA
Term Loan, 2.42%, Maturing March 9, 2015	EUR		2,640		2,755,996
Term Loan, 2.92%, Maturing March 8, 2016	EUR		2,640		2,755,996
Term Loan - Second Lien, 3.92%, Maturing September 8, 2016	EUR		22		20,693
Term Loan - Second Lien, 3.92%, Maturing September 8, 2016	EUR		154		144,854
Term Loan - Second Lien, 3.92%, Maturing September 8, 2016	EUR		1,582		1,489,927
Wilton Brands LLC
Term Loan, 7.50%, Maturing August 30, 2018			2,575		2,602,359

				$	134,826,929


		32		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Portfolio of Investments — continued


Borrower/Tranche Description		Principal Amount* (000’s omitted)		Value


Steel — 1.7%
Essar Steel Algoma, Inc.
Term Loan, 8.75%, Maturing September 19, 2014			10,025	$	10,150,312
FMG America Finance, Inc.
Term Loan, 5.25%, Maturing October 18, 2017			25,075		25,012,312
JMC Steel Group, Inc.
Term Loan, 4.75%, Maturing April 3, 2017			4,742		4,801,070
Patriot Coal Corporation
Term Loan, 9.25%, Maturing October 4, 2013			3,250		3,274,375
SunCoke Energy, Inc.
Term Loan, 4.00%, Maturing July 26, 2018			5,687		5,714,933
Waupaca Foundry, Inc.
Term Loan, 8.50%, Maturing June 29, 2017			2,543		2,574,598
WireCo WorldGroup, Inc.
Term Loan, 6.00%, Maturing February 15, 2017			2,525		2,556,563

				$	54,084,163


Surface Transport — 1.4%
Hertz Corporation, (The)
Term Loan, 3.75%, Maturing March 9, 2018			7,100	$	7,073,375
Term Loan, 3.75%, Maturing March 9, 2018			16,450		16,432,250
Term Loan, Maturing March 11, 2018⁽³⁾			15,825		15,795,328
Swift Transportation Co. Inc.
Term Loan, 5.00%, Maturing December 21, 2017			4,794		4,832,810

				$	44,133,763


Telecommunications — 5.0%
Alaska Communications Systems Holdings, Inc.
Term Loan, 5.50%, Maturing October 21, 2016			3,955	$	3,672,800
Cellular South, Inc.
Term Loan, 4.50%, Maturing July 27, 2017			2,469		2,474,922
Cricket Communications, Inc.
Term Loan, 4.75%, Maturing October 10, 2019			7,100		7,144,375
Crown Castle International Corporation
Term Loan, 4.00%, Maturing January 31, 2019			8,381		8,438,972
Intelsat Jackson Holdings Ltd.
Term Loan, 4.50%, Maturing April 2, 2018			47,240		47,657,306
IPC Systems, Inc.
Term Loan, 2.85%, Maturing May 31, 2014	GBP		166		262,505
Macquarie UK Broadcast Limited
Term Loan, 3.00%, Maturing December 1, 2014	GBP		2,508		3,831,729
MetroPCS Wireless, Inc.
Term Loan, 4.00%, Maturing March 16, 2018			29,755		29,872,725
Midcontinent Communications
Term Loan, 4.00%, Maturing December 30, 2016			1,939		1,938,656


Borrower/Tranche Description	Principal Amount* (000’s omitted)		Value


Telecommunications (continued)
NTELOS Inc.
Term Loan, 4.00%, Maturing August 7, 2015		6,991	$	7,020,019
Oberthur Technologies Holding SAS
Term Loan, 6.25%, Maturing March 30, 2019		1,525		1,520,234
SBA Finance
Term Loan, 3.75%, Maturing June 29, 2018		2,716		2,724,111
Term Loan, 3.75%, Maturing September 27, 2019		1,775		1,786,094
Syniverse Holdings, Inc.
Term Loan, 5.00%, Maturing April 23, 2019		12,444		12,521,586
Telesat LLC
Term Loan, 4.25%, Maturing March 28, 2019		26,708		26,861,634
Windstream Corporation
Term Loan, 4.00%, Maturing August 8, 2019		3,666		3,693,306

			$	161,420,974


Utilities — 1.9%
AES Corporation
Term Loan, 4.25%, Maturing June 1, 2018		6,375	$	6,423,222
Calpine Corporation
Term Loan, 4.50%, Maturing April 2, 2018		4,233		4,251,651
Term Loan, 4.50%, Maturing April 2, 2018		11,516		11,560,749
Term Loan, 4.50%, Maturing September 27, 2019		3,600		3,611,700
Covanta Energy Corporation
Term Loan, 4.00%, Maturing March 28, 2019		1,070		1,073,636
Dynegy Midwest Generation LLC
Term Loan, 9.25%, Maturing August 4, 2016		1,485		1,544,400
Dynegy Power, LLC
Term Loan, 9.25%, Maturing August 4, 2016		2,747		2,876,887
Invenergy LLC
Term Loan, 9.00%, Maturing November 21, 2017		1,909		1,923,485
LSP Madison Funding, LLC
Term Loan, 5.50%, Maturing June 28, 2019		4,489		4,533,637
NRG Energy, Inc.
Term Loan, 4.00%, Maturing July 2, 2018		8,965		9,029,171
Texas Competitive Electric Holdings Company, LLC
Term Loan, 4.75%, Maturing October 10, 2017		24,173		15,712,734

			$	62,541,272


Total Senior Floating-Rate Interests (identified cost $3,722,793,375)			$	3,733,502,609


		33		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Portfolio of Investments — continued


Corporate Bonds & Notes — 3.0%


Security		Principal Amount* (000’s omitted)		Value


Building and Development — 0.0%⁽⁴⁾
Calcipar SA, Sr. Notes
6.875%, 5/1/18⁽⁷⁾			1,000	$	1,007,500

				$	1,007,500


Chemicals and Plastics — 0.4%
Hexion US Finance Corp., Sr. Notes
6.625%, 4/15/20			2,000	$	2,005,000
Ineos Finance PLC, Sr. Notes
7.25%, 2/15/19⁽⁷⁾	EUR		3,000		3,975,938
7.50%, 5/1/20⁽⁷⁾			2,375		2,416,563
8.375%, 2/15/19⁽⁷⁾			3,800		4,004,250
Polymer Group, Inc., Sr. Notes
7.75%, 2/1/19⁽⁷⁾			2,500		2,687,500

				$	15,089,251


Containers and Glass Products — 0.7%
Reynolds Group Holdings, Inc., Sr. Notes
5.75%, 10/15/20⁽⁷⁾			15,875	$	16,073,437
Smurfit Kappa Acquisitions, Sr. Notes
4.875%, 9/15/18⁽⁷⁾			1,850		1,856,938
3.795%, 10/15/20⁽⁷⁾	EUR		3,000		3,893,309

				$	21,823,684


Ecological Services and Equipment — 0.0%⁽⁴⁾
Environmental Systems Product Holdings, Inc., Jr. Notes
18.00%, 3/31/15^(2)(5)(7)			92	$	78,037

				$	78,037


Equipment Leasing — 0.1%
International Lease Finance Corp., Sr. Notes
6.75%, 9/1/16⁽⁷⁾			750	$	851,250
7.125%, 9/1/18⁽⁷⁾			750		885,000

				$	1,736,250


Financial Intermediaries — 0.1%
First Data Corp., Sr. Notes
7.375%, 6/15/19⁽⁷⁾			2,500	$	2,600,000
6.75%, 11/1/20⁽⁷⁾			2,575		2,587,875

				$	5,187,875


Security	Principal Amount* (000’s omitted)		Value


Health Care — 0.4%
Community Health Systems, Inc., Sr. Notes
5.125%, 8/15/18		8,225	$	8,554,000
HCA, Inc., Sr. Notes
4.75%, 5/1/23		4,650		4,661,625

			$	13,215,625


Home Furnishings — 0.1%
Libbey Glass, Inc., Sr. Notes
6.875%, 5/15/20⁽⁷⁾		2,250	$	2,407,500

			$	2,407,500


Insurance — 0.1%
CNO Financial Group, Inc., Sr. Notes
6.375%, 10/1/20⁽⁷⁾		2,000	$	2,080,000

			$	2,080,000


Leisure Goods / Activities / Movies — 0.2%
NAI Entertainment Holdings, LLC, Sr. Notes
8.25%, 12/15/17⁽⁷⁾		2,250	$	2,514,375
National CineMedia, LLC, Sr. Notes
6.00%, 4/15/22⁽⁷⁾		4,200		4,452,000

			$	6,966,375


Lodging and Casinos — 0.2%
Caesars Entertainment Operating Co., Inc., Sr. Notes
8.50%, 2/15/20⁽⁷⁾		5,550	$	5,466,750

			$	5,466,750


Radio and Television — 0.1%
Clear Channel Communications, Inc., Sr. Notes
9.00%, 12/15/19⁽⁷⁾		1,709	$	1,546,645
Univision Communications, Inc., Sr. Notes
6.75%, 9/15/22⁽⁷⁾		3,400		3,417,000

			$	4,963,645


Telecommunications — 0.1%
Hughes Satellite Systems Corp., Sr. Notes
6.50%, 6/15/19		2,000	$	2,150,000

			$	2,150,000


		34		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Portfolio of Investments — continued


Security	Principal Amount* (000’s omitted)		Value


Utilities — 0.5%
Calpine Corp., Sr. Notes
7.50%, 2/15/21⁽⁷⁾		8,123	$	8,874,377
7.875%, 1/15/23⁽⁷⁾		7,087		7,866,570

			$	16,740,947


Total Corporate Bonds & Notes (identified cost $95,298,707)			$	98,913,439


Common Stocks — 0.7%


Security	Shares		Value

Automotive — 0.0%⁽⁴⁾
Dayco Products, LLC^(5)(8)(9)		48,926	$	1,247,613

			$	1,247,613


Building and Development — 0.0%⁽⁴⁾
United Subcontractors, Inc.^(5)(8)(9)		1,646	$	68,612

			$	68,612


Ecological Services and Equipment — 0.0%⁽⁴⁾
Environmental Systems Products Holdings, Inc.^(5)(9)(10)		1,242	$	89,710

			$	89,710


Financial Intermediaries — 0.0%⁽⁴⁾
RTS Investor Corp.^(5)(8)(9)		250	$	23,863

			$	23,863


Food Service — 0.0%⁽⁴⁾
Buffets Restaurants Holdings, Inc.^(5)(8)(9)		105,043	$	950,639

			$	950,639


Home Furnishings — 0.0%⁽⁴⁾
Oreck Corp.^(5)(8)(9)		4,230	$	73,560
Sanitec Europe Oy B Units^(5)(8)(9)		157,491		990,039
Sanitec Europe Oy E Units^(5)(8)(9)		154,721		0

			$	1,063,599


Investment Services — 0.0%
Safelite Realty Corp.⁽⁵⁾⁽⁹⁾		20,048	$	0

			$	0


Security	Shares		Value


Leisure Goods / Activities / Movies — 0.2%
Metro-Goldwyn-Mayer Holdings, Inc.⁽⁸⁾⁽⁹⁾		158,338	$	5,042,084

			$	5,042,084


Lodging and Casinos — 0.1%
Affinity Gaming, LLC⁽⁸⁾⁽⁹⁾		167,709	$	1,900,693
Tropicana Entertainment, Inc.^(5)(8)(9)		40,751		570,514

			$	2,471,207


Publishing — 0.3%
Ion Media Networks, Inc.^(5)(8)(9)		13,247	$	8,425,092
MediaNews Group, Inc.^(5)(8)(9)		66,239		1,389,692
Source Interlink Companies, Inc.^(5)(8)(9)		2,290		0

			$	9,814,784


Radio and Television — 0.1%
New Young Broadcasting Holding Co., Inc.^(5)(8)(9)		505	$	1,818,000

			$	1,818,000


Total Common Stocks (identified cost $13,549,393)			$	22,590,111


Preferred Stocks — 0.0%⁽⁴⁾


Security	Shares		Value

Ecological Services and Equipment — 0.0%⁽⁴⁾
Environmental Systems Products Holdings, Inc., Series A^(5)(9)(10)		284	$	17,892


Total Preferred Stocks (identified cost $4,970)			$	17,892


Warrants — 0.0%⁽⁴⁾


Security	Shares		Value

Radio and Television — 0.0%⁽⁴⁾
New Young Broadcasting Holding Co., Inc., Expires 12/24/24^(5)(8)(9)		5	$	18,000


Total Warrants (identified cost $8,593)			$	18,000


		35		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Portfolio of Investments — continued


Short-Term Investments — 2.9%


Description	Interest (000’s omitted)		Value

Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽¹¹⁾	$	93,586	$	93,586,107


Total Short-Term Investments (identified cost $93,586,107)			$	93,586,107


Total Investments — 121.8% (identified cost $3,925,241,145)			$	3,948,628,158


Less Unfunded Loan Commitments — (0.2)%			$	(6,258,784	)


Net Investments — 121.6% (identified cost $3,918,982,361)			$	3,942,369,374


Other Assets, Less Liabilities — (21.6)%			$	(700,588,004	)


Net Assets — 100.0%			$	3,241,781,370

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


EUR	–	Euro
GBP	–	British Pound Sterling

In U.S. dollars unless otherwise indicated.

⁽¹⁾

Senior floating-rate interests (Senior Loans) often require prepayments from excess cash flows or permit the borrowers to repay at their election. The degree to which borrowers repay, whether as a contractual requirement or at their election, cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially less than the stated maturities shown. However, Senior Loans will have an expected average life of approximately two to four years. The stated interest rate represents the weighted average interest rate of all contracts within the senior loan facility and includes commitment fees on unfunded loan commitments, if any. Senior Loans typically have rates of interest which are redetermined either daily, monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium. These base lending rates are primarily the London Interbank Offered Rate (“LIBOR”) and secondarily, the prime rate offered by one or more major United States banks (the “Prime Rate”) and the certificate of deposit (“CD”) rate or other base lending rates used by commercial lenders.

⁽²⁾

Represents a payment-in-kind security which may pay all or a portion of interest in additional par.

⁽³⁾

This Senior Loan will settle after October 31, 2012, at which time the interest rate will be determined.

⁽⁴⁾

Amount is less than 0.05%.

⁽⁵⁾

For fair value measurement disclosure purposes, security is categorized as Level 3 (see Note 10).

⁽⁶⁾

Unfunded or partially unfunded loan commitments. See Note 1G for description.

⁽⁷⁾

⁽⁸⁾

Security was acquired in connection with a restructuring of a Senior Loan and may be subject to restrictions on resale.

⁽⁹⁾

Non-income producing security.

⁽¹⁰⁾	Restricted security (see Note 5).

⁽¹¹⁾	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2012.


		36		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Unaffiliated investments, at value (identified cost, $3,825,396,254)	$	3,848,783,267
Affiliated investments, at value (identified cost, $93,586,107)		93,586,107
Cash		15,568,994
Restricted cash*		3,980,586
Foreign currency, at value (identified cost, $26,443,134)		26,469,317
Interest receivable		12,560,567
Interest receivable from affiliated investment		5,634
Receivable for investments sold		11,199,483
Receivable for open forward foreign currency exchange contracts		30,296
Prepaid expenses		127,591
Other assets		9,802
Total assets	$	4,012,321,644

Liabilities
Notes payable	$	425,000,000
Payable for investments purchased		341,401,109
Payable for open forward foreign currency exchange contracts		1,312,949
Payable for open swap contracts		950,947
Payable to affiliates:
Investment adviser fee		1,303,220
Trustees’ fees		5,667
Accrued expenses		566,382
Total liabilities	$	770,540,274
Net Assets applicable to investors’ interest in Portfolio	$	3,241,781,370

Sources of Net Assets
Investors’ capital	$	3,220,609,345
Net unrealized appreciation		21,172,025
Total	$	3,241,781,370

*	Represents restricted cash on deposit at the custodian as collateral for open financial contracts.


		37		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest	$	142,354,787
Dividends		2,774,040
Interest allocated from affiliated investment		57,064
Expenses allocated from affiliated investment		(7,433	)
Total investment income	$	145,178,458

Expenses
Investment adviser fee	$	12,140,518
Trustees’ fees and expenses		69,458
Custodian fee		686,116
Legal and accounting services		265,641
Interest expense and fees		7,329,346
Miscellaneous		159,744
Total expenses	$	20,650,823
Deduct —
Reduction of custodian fee	$	38
Total expense reductions	$	38

Net expenses	$	20,650,785

Net investment income	$	124,527,673

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	5,818,996
Investment transactions allocated from affiliated investment		574
Swap contracts		(277,922	)
Foreign currency and forward foreign currency exchange contract transactions		7,129,281
Net realized gain	$	12,670,929
Change in unrealized appreciation (depreciation) —
Investments	$	64,674,364
Swap contracts		(251,873	)
Foreign currency and forward foreign currency exchange contracts		(3,549,117	)
Net change in unrealized appreciation (depreciation)	$	60,873,374

Net realized and unrealized gain	$	73,544,303

Net increase in net assets from operations	$	198,071,976


		38		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Statements of Changes in Net Assets


	Year Ended October 31,
Increase (Decrease) in Net Assets	2012			2011
From operations —
Net investment income	$	124,527,673		$	88,020,298
Net realized gain (loss) from investment transactions, swap contracts, foreign currency and forward foreign currency exchange contract transactions		12,670,929			(9,337,724	)
Net change in unrealized appreciation (depreciation) from investments, swap contracts, foreign currency and forward foreign currency exchange contracts		60,873,374			(7,088,636	)
Net increase in net assets from operations	$	198,071,976		$	71,593,938
Capital transactions —
Contributions	$	1,589,597,098		$	494,343,350
Withdrawals		(191,767,616	)		(267,752,684	)
Net increase in net assets from capital transactions	$	1,397,829,482		$	226,590,666

Net increase in net assets	$	1,595,901,458		$	298,184,604

Net Assets
At beginning of year	$	1,645,879,912		$	1,347,695,308
At end of year	$	3,241,781,370		$	1,645,879,912


		39		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Statement of Cash Flows


Cash Flows From Operating Activities	Year Ended October 31, 2012
Net increase in net assets from operations	$	198,071,976
Adjustments to reconcile net increase in net assets from operations to net cash used in operating activities:
Investments purchased		(2,370,473,953	)
Investments sold and principal repayments		1,002,711,363
Increase in short-term investments, net		(32,815,112	)
Net amortization/accretion of premium (discount)		(10,144,504	)
Increase in restricted cash		(2,330,586	)
Increase in dividends and interest receivable		(4,506,580	)
Increase in interest receivable from affiliated investment		(3,247	)
Decrease in receivable for open forward foreign currency exchange contracts		2,652,733
Increase in prepaid expenses		(43,684	)
Decrease in other assets		23,096
Increase in payable for open forward foreign currency exchange contracts		278,378
Increase in payable for open swap contracts		251,873
Increase in payable to affiliate for investment adviser fee		458,799
Increase in payable to affiliate for Trustees’ fees		1,459
Decrease in accrued expenses		(341,221	)
Decrease in unfunded loan commitments		(8,791,690	)
Net change in unrealized (appreciation) depreciation from investments		(64,674,364	)
Net realized gain from investments		(5,818,996	)
Net cash used in operating activities	$	(1,295,494,260	)

Cash Flows From Financing Activities
Proceeds from capital contributions	$	1,589,597,098
Payments for capital withdrawals		(191,767,616	)
Proceeds from notes payable		680,000,000
Repayments of notes payable		(745,000,000	)
Net cash provided by financing activities	$	1,332,829,482

Net increase in cash*	$	37,335,222

Cash at beginning of year⁽¹⁾	$	4,703,089

Cash at end of year⁽¹⁾	$	42,038,311

Supplemental disclosure of cash flow information:
Cash paid for interest and fees on borrowings	$	7,579,326

⁽¹⁾	Balance includes foreign currency, at value.

*	Includes net change in unrealized appreciation (depreciation) on foreign currency of $48,907.


		40		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Supplementary Data


	Year Ended October 31,
Ratios/Supplemental Data	2012			2011			2010			2009			2008
Ratios (as a percentage of average daily net assets):
Expenses before custodian fee reduction excluding interest and fees⁽¹⁾		0.61	%		0.65	%		0.72	%		0.76	%		0.66	%
Interest and fee expense		0.34	%		0.39	%		0.56	%		1.31	%		0.98	%
Total expenses		0.95	%		1.04	%		1.28	%		2.07	%		1.64	%
Net investment income		5.73	%		5.31	%		5.15	%		5.97	%		7.01	%
Portfolio Turnover		37	%		59	%		37	%		32	%		7	%

Total Return		9.94	%		5.54	%		14.14	%		38.19	%		(26.81	)%

Net assets, end of year (000’s omitted)	$	3,241,781		$	1,645,880		$	1,347,695		$	1,263,528		$	1,119,305

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


		41		See Notes to Financial Statements.

Senior Debt Portfolio

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Senior Debt Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Portfolio’s investment objective is to provide a high level of current income. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2012, Eaton Vance Floating-Rate Advantage Fund and Eaton Vance Strategic Income Fund held an interest of 96.9% and 3.1%, respectively, in the Portfolio.

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

Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. Interest rate swaps are normally valued using valuations provided by a third party pricing service. Such pricing service valuations are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract. Future cash flows are discounted to their present value using swap quotations provided by electronic data services or by broker/dealers. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.


		42

Senior Debt Portfolio

October 31, 2012

Notes to Financial Statements — continued

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.


		43

Senior Debt Portfolio

October 31, 2012

Notes to Financial Statements��— continued

are recorded as unrealized gains or losses. The value of the swap is determined by changes in the relationship between two rates of interest. The Portfolio is exposed to credit loss in the event of non-performance by the swap counterparty. Risk may also arise from movements in interest rates.

L Statement of Cash Flows — The cash amount shown in the Statement of Cash Flows of the Portfolio is the amount included in the Portfolio’s Statement of Assets and Liabilities and represents the cash on hand at its custodian and does not include any short-term investments.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. Pursuant to the investment advisory agreement and subsequent fee reduction agreement between the Portfolio and BMR, the fee is computed at an annual rate of 0.50% of the Portfolio’s average daily gross assets up to and including $1 billion, 0.45% over $1 billion up to and including $2 billion, and at reduced rates on daily gross assets over $2 billion, and is payable monthly. The fee reduction cannot be terminated without the consent of the Trustees and shareholders. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2012, the Portfolio’s investment adviser fee totaled $12,140,518 or 0.56% of the Portfolio’s average daily net assets.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations and including maturities, paydowns and principal repayments on Senior Loans, aggregated $2,661,988,443 and $986,428,813, respectively, for the year ended October 31, 2012.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	3,919,230,235

Gross unrealized appreciation	$	51,504,591
Gross unrealized depreciation		(28,365,452	)

Net unrealized appreciation	$	23,139,139

The net unrealized depreciation on swap contracts and foreign currency transactions at October 31, 2012 on a federal income tax basis was $2,214,988.

5 Restricted Securities


		44

Senior Debt Portfolio

October 31, 2012

Notes to Financial Statements — continued


Description	Date of Acquisition		Shares		Cost		Value

Common Stocks
Environmental Systems Products Holdings, Inc		10/24/00		1,242	$	0	$	89,710
Safelite Realty Corp.		9/29/00-11/10/00		20,048		0		0

Total Common Stocks					$	0	$	89,710

Preferred Stocks
Environmental Systems Products Holdings, Inc., Series A		10/25/07		284	$	4,970	$	17,892

Total Restricted Securities					$	4,970	$	107,602

6 Financial Instruments

A summary of obligations under these financial instruments at October 31, 2012 is as follows:


Forward Foreign Currency Exchange Contracts


Sales
Settlement Date	Deliver	In Exchange For	Counterparty	Net Unrealized Appreciation (Depreciation)

11/30/12	British Pound Sterling 13,699,983	United States Dollar 21,679,264	JPMorgan Chase Bank	$	(426,968	)
11/30/12	Euro 11,419,719	United States Dollar 14,324,610	Citibank NA		(480,662	)
12/31/12	British Pound Sterling 7,557,756	United States Dollar 12,202,866	Goldman Sachs International		8,746
12/31/12	British Pound Sterling 4,303,125	United States Dollar 6,947,361	State Street Bank and Trust Co.		4,450
12/31/12	Euro 30,227,320	United States Dollar 38,902,863	HSBC Bank USA		(300,381	)
1/31/13	British Pound Sterling 17,396,444	United States Dollar 27,960,435	HSBC Bank USA		(104,938	)
1/31/13	Euro 19,702,884	United States Dollar 25,578,087	Deutsche Bank		17,100

				$	(1,282,653	)


		45

Senior Debt Portfolio

October 31, 2012

Notes to Financial Statements — continued


Interest Rate Swaps
Counterparty	Notional Amount (000’s omitted)	Portfolio Pays/Receives Floating Rate	Floating Rate Index	Annual Fixed Rate			Termination Date		Net Unrealized Depreciation

Citibank NA	$15,000	Receives	3-month USD-LIBOR-BBA		0.98	%		6/24/14	$	(238,492	)
Citibank NA	15,000	Receives	3-month USD-LIBOR-BBA		1.81			6/24/16		(712,455	)

									$	(950,947	)

At October 31, 2012, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

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

The Portfolio enters into swap contracts and forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those derivatives in a liability position. At October 31, 2012, the fair value of derivatives with credit-related contingent features in a net liability position was $2,263,896. The aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $3,980,586 at October 31, 2012.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts and forward foreign currency exchange contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. At October 31, 2012, the maximum amount of loss the Portfolio would incur due to counterparty risk was $30,296, representing the fair value of such derivatives in an asset position, with the highest amount from any one counterparty being $17,100. To mitigate this risk, the Portfolio has entered into master netting agreements with substantially all its derivative counterparties, which allows it and a counterparty to aggregate amounts owed by each of them for derivative transactions under the agreement into a single net amount payable by either the Portfolio or the counterparty. Counterparties may be required to pledge collateral in the form of cash, U.S. Government securities or highly-rated bonds for the benefit of the Portfolio if the net amount due from the counterparty with respect to a derivative contract exceeds a certain threshold. The amount of collateral posted by the counterparties with respect to such contracts would also reduce the amount of any loss incurred.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2012 was as follows:


		Fair Value
Risk	Derivative	Asset Derivative			Liability Derivative

Foreign Exchange	Forward foreign currency exchange contracts	$	30,296	⁽¹⁾	$	(1,312,949	)⁽²⁾

		$	30,296		$	(1,312,949	)

Interest rate	Interest rate swaps	$	—		$	(950,947	)⁽³⁾

		$	—		$	(950,947	)

⁽¹⁾	Statement of Assets and Liabilities location: Receivable for open forward foreign currency exchange contracts; Net unrealized appreciation.

⁽²⁾	Statement of Assets and Liabilities location: Payable for open forward foreign currency exchange contracts and Net unrealized appreciation.

⁽³⁾	Statement of Assets and Liabilities location: Payable for open swap contracts; Net unrealized appreciation.


		46

Senior Debt Portfolio

October 31, 2012

Notes to Financial Statements — continued


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

Foreign Exchange	Forward foreign currency exchange contracts	$	7,882,421	⁽¹⁾	$	(2,931,111	)⁽²⁾
Interest Rate	Interest rate swaps		(277,922	)⁽³⁾		(251,873	)⁽⁴⁾

Total		$	7,604,499		$	(3,182,984	)

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

⁽²⁾	Statement of Operations location: Change in unrealized appreciation (depreciation) – Foreign currency and forward foreign currency exchange contracts.

⁽³⁾	Statement of Operations location: Net realized gain (loss) – Swap contracts.

⁽⁴⁾	Statement of Operations location: Change in unrealized appreciation (depreciation) – Swap contracts.

7 Revolving Credit Agreement

The Portfolio has entered into a Revolving Credit Agreement, as amended (the Agreement) with conduit lenders and a bank that allows it to borrow up to $840 million ($640 million prior to June 18, 2012) and to invest the borrowings in accordance with its investment practices. Borrowings under the Agreement are secured by the assets of the Portfolio. Interest is charged at a rate above the conduits’ commercial paper issuance rate and is payable monthly. Under the terms of the Agreement, the Portfolio also pays a program fee of 0.65% (0.60% prior to February 16, 2012) per annum on its outstanding borrowings to administer the facility and a commitment fee of 0.35% (0.45% prior to February 16, 2012) per annum if outstanding loan amount is greater than 50% of total facility size; 0.45% if outstanding loan amount is less than or equal to 50% of total facility size. Program and commitment fees for the year ended October 31, 2012 totaled $5,685,604 and are included in interest expense in the Statement of Operations. In connection with the structuring of the Agreement, the Portfolio was obligated to pay a fee of $1 million in quarterly installments of $50,000 through February 2012, of which no balance remains outstanding at October 31, 2012. At October 31, 2012, the Portfolio had borrowings outstanding under the Agreement of $425,000,000 at an interest rate of 0.27%. The carrying amount of the borrowings at October 31, 2012 approximated its fair value. If measured at fair value, borrowings under the Agreement would have been considered as Level 2 in the fair value hierarchy (see Note 10) at October 31, 2012. For the year ended October 31, 2012, the average borrowings under the Agreement and the average annual interest rate were $489,870,765 and 0.32%, respectively.

8 Risks Associated with Foreign Investments

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

9 Credit Risk


		47

Senior Debt Portfolio

October 31, 2012

Notes to Financial Statements — continued

10 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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

At October 31, 2012, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3*		Total

Senior Floating-Rate Interests (Less Unfunded Loan Commitments)	$	—	$	3,722,119,049		$	5,124,776	$	3,727,243,825
Corporate Bonds & Notes		—		98,835,402			78,037		98,913,439
Common Stocks		—		6,942,777			15,647,334		22,590,111
Preferred Stocks		—		—			17,892		17,892
Warrants		—		—			18,000		18,000
Short-Term Investments		—		93,586,107			—		93,586,107

Total Investments	$	—	$	3,921,483,335		$	20,886,039	$	3,942,369,374
Forward Foreign Currency Exchange Contracts	$	—	$	30,296		$	—	$	30,296

Total	$	—	$	3,921,513,631		$	20,886,039	$	3,942,399,670

Liability Description

Forward Foreign Currency Exchange Contracts	$	—	$	(1,312,949	)	$	—	$	(1,312,949	)
Interest Rate Swaps		—		(950,947	)		—		(950,947	)

Total	$	—	$	(2,263,896	)	$	—	$	(2,263,896	)

*	None of the unobservable inputs for Level 3 assets, individually or collectively, had a material impact on the Fund.

Level 3 investments at the beginning and/or end of the period in relation to net assets were not significant and accordingly, a reconciliation of Level 3 assets for the year ended October 31, 2012 is not presented. At October 31, 2012, there were no investments transferred between Level 1 and Level 2 during the year then ended.


		48

Senior Debt Portfolio

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of Senior Debt Portfolio:

We have audited the accompanying statement of assets and liabilities of Senior Debt Portfolio (the “Portfolio”), including the portfolio of investments, as of October 31, 2012, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities and senior loans owned as of October 31, 2012, by correspondence with the custodian, brokers, and selling or agent banks; where replies were not received from brokers and selling or agent banks, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Senior Debt Portfolio as of October 31, 2012, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 18, 2012


		49

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Senior Debt Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 187 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.


Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) and Directorships 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 187 registered investment companies. 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 and Hexavest Inc.


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.


		50

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Management and Organization — continued


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

Ronald A. Pearlman 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Since 1998	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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
Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) During Past Five Years
Duncan W. Richardson 1957	President of the Trust	Since 2011	Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Scott H. Page 1959	President of the Portfolio	Since 2002	Vice President of EVM and BMR.

Payson F. Swaffield 1956	Vice President	Since 2011	Vice President and Chief Income Investment Officer 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.


		51

Eaton Vance

Floating-Rate Advantage Fund

October 31, 2012

Management and Organization — continued


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


		52

Eaton Vance Funds

IMPORTANT NOTICES

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


		53

This Page Intentionally Left Blank

Investment Adviser of Senior Debt Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Floating-Rate Advantage Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon 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

LOGO


3232-12/12		FRASRC

Eaton Vance

Multi-Strategy

All Market Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

Multi-Strategy All Market Fund


Table of Contents

Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			20

Federal Tax Information			21

Management and Organization			22

Important Notices			24

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

During the 12 months ended October 31, 2012, financial markets worldwide climbed, despite a less-than-ideal global economic backdrop. In the United States, the economy grew at a disappointing annual pace of 2.7% or less, and unemployment remained stubbornly high—dropping below 8% in September 2012 for the first time in more than three years. A pickup in the U.S. housing market and improved consumer sentiment, however, offered some encouragement. By contrast, economies in the U.K., European Union and many emerging markets weakened, pressured by the sovereign debt crisis in Europe and signs of slowing growth in China.

Low interest rates and central bank intervention helped the S&P 500 Index² close the period with a 15.21% gain, while the MSCI World Index was up 9.45%. Fixed-income markets also moved solidly higher, with the Barclays Capital U.S. Aggregate Index climbing 5.25%. Longer-term bonds and higher-risk assets did especially well. For the year, the BofA Merrill Lynch U.S. High Yield Index returned 13.18%, compared to 3.53% for the Barclays Capital U.S. Government Bond Index.

Fund Performance

For the fiscal year ended October 31, 2012, Eaton Vance Multi-Strategy All Market Fund’s (the Fund) Class A shares

had a total return of 5.44% at net asset value (NAV), outperforming the 5.25% gain of its primary benchmark, the Barclays Capital U.S. Aggregate Index (the Index). Nearly all of the Fund’s underlying Portfolios contributed positively to performance.

The Fund’s biggest contributions to performance versus the Index came from the Floating Rate Portfolio, whose focus is floating-rate loans, and the Boston Income Portfolio, which invests in high-yield bonds. At period-end, nearly half of the Fund’s assets were in these two Portfolios, which gained as investors flocked to the higher-yields of securities issued by below-investment-grade companies. In addition, prices on floating-rate and high-yield issues appreciated, as credit spreads—the difference between the yields on lower- and higher-quality bonds—tightened. Both sectors also benefited from investors’ growing appetite for risk in the wake of central bank initiatives.

Foreign exposure further aided results versus the Index, led by an allocation to the Global Macro Absolute Return Advantage Portfolio, which focuses on long and short positions in sovereign debt and currencies around the world. The Portfolio gained in part due to foreign currencies appreciating against the U.S. dollar. To a lesser extent, the Fund’s stake in the option absolute return strategy within the MSAM Completion Portfolio contributed to performance versus the Index. The strategy, which involves a series of put and call option spread combinations on the S&P 500 Index, performed well during a period of relatively low market volatility.

Conservative positioning within the Fund’s targeted volatility range detracted from performance versus the Index, despite the strong performance of credit markets relative to equities. During the year, the Fund reduced weightings in both the option absolute return strategy within the MSAM Completion Portfolio and in the Boston Income Portfolio, while adding to the lower-risk, market-neutral Parametric Structured Absolute Return Portfolio as well as to the Floating Rate Portfolio. Last spring, the Fund eliminated a small stake in the diversified currency income strategy. The timing worked well, as the Fund was out of the strategy—which was invested more heavily in emerging-market than developed-market currencies—before the market downturn in May 2012 caused investors to flee emerging markets. Adding modestly to government bonds and establishing a small position in gold had little impact on performance. The Fund lost ground by owning S&P 500 Index put options within the MSAM Completion Portfolio, purchased to reduce overall portfolio risk. The cost of owning the contracts detracted from performance versus the Index, as stocks rallied.

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.


		2

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Performance^2,3

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


% Cumulative Total Returns	Inception Date			One Year			Since Inception
Class A at NAV		10/31/2011			5.44	%		5.44	%
Class A with 4.75% Maximum Sales Charge		—			0.42			0.42
Class C at NAV		10/31/2011			4.46			4.46
Class C with 1% Maximum Sales Charge		—			3.46			3.46
Class I at NAV		10/31/2011			5.61			5.61
Barclays Capital U.S. Aggregate Index		10/31/2011			5.25	%		5.25	%
MSCI All Country World Index		10/31/2011			8.55			8.55


% Total Annual Operating Expense Ratios⁴	Class A			Class C			Class I
		1.35	%		2.10	%		1.10	%

Performance 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.

LOGO


Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Class C	$10,000	10/31/2011	$10,446	$10,346
Class I	$250,000	10/31/2011	$264,025	N.A.

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Fund Profile⁵


Portfolio Allocation (% of net assets)

International Income Portfolio amount is less than 0.05% of portfolio allocation.

See Endnotes and Additional Disclosures in this report.


Fund Weightings (% of net assets)⁶

Absolute Return Strategies	46.1	%
Global Macro Portfolio	7.9
Global Macro Absolute Return Advantage Portfolio	18.1
Parametric Structured Absolute Return Portfolio	15.1
Option Absolute Return Strategy*	5.0

Income Strategies	52.8	%
Government Obligations Portfolio	4.9
Floating Rate Portfolio	30.3
Boston Income Portfolio	17.6

Other	1.1	%
Equity Options*	-0.0
Gold**	1.1

Cash & Cash Equivalents*	4.8	%

*Held

in MSAM Completion Portfolio. Amount is less than 0.05%.

**Gold

held in a wholly-owned subsidiary of the Fund.


		4

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Endnotes and Additional Disclosures

S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. MSCI World Index is an unmanaged index of equity securities in the developed markets. MSCI indices are net of foreign withholding taxes. MSCI All Country World Index is an unmanaged free float-adjusted market-capitalization-weighted index designed to measure the equity market performance of developed and emerging markets. MSCI indices are net of foreign withholding taxes. Source: MSCI. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder. Barclays Capital U.S. Aggregate Index is an unmanaged index of domestic investment-grade bonds, including corporate, government and mortgage-backed securities. BofA Merrill Lynch U.S. High Yield Index is an unmanaged index of below-investment grade U.S. corporate bonds. BofA Merrill Lynch^® indices not for redistribution or other uses; provided “as is”, without warranties, and with no liability. Eaton Vance has prepared this report, BofAML does not endorse it, or guarantee, review, or endorse Eaton Vance’s products. Barclays Capital U.S. Government Bond Index is a broad-based index of all public debt obligations of the U.S. government and its agencies that have an average maturity of roughly nine years. 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.

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

⁴	Source: Fund prospectus

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

⁶	Economic value is shown for derivatives holdings and, thus, total will not add to 100%.

Fund profile subject to change due to active management.


		5

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)			Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	1,026.90	$	7.49	**		1.47	%
Class C	$	1,000.00	$	1,021.00	$	11.33	**		2.23	%
Class I	$	1,000.00	$	1,027.40	$	6.22	**		1.22	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,017.70	$	7.46	**		1.47	%
Class C	$	1,000.00	$	1,013.90	$	11.29	**		2.23	%
Class I	$	1,000.00	$	1,019.00	$	6.19	**		1.22	%

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


		6

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Consolidated Portfolio of Investments


Investments in Affiliated Portfolios		Value		% of Net Assets

Boston Income Portfolio (identified cost, $14,310,724)		$	14,786,587		17.6	%
Floating Rate Portfolio (identified cost, $25,216,206)			25,422,437		30.3
Global Macro Absolute Return Advantage Portfolio (identified cost, $15,404,028)			15,208,468		18.1
Global Macro Portfolio (identified cost, $6,768,551)			6,684,625		7.9
Government Obligations Portfolio (identified cost, $4,090,985)			4,115,745		4.9
International Income Portfolio (identified cost, $522)			1		0.0	⁽¹⁾
MSAM Completion Portfolio (identified cost, $3,920,717)			3,924,517		4.7
Parametric Structured Absolute Return Portfolio (identified cost, $12,303,879)			12,698,281		15.1


Total Investments in Affiliated Portfolios (identified cost $82,015,612)		$	82,840,661		98.6	%


Exchange-Traded Funds


Description	Shares	Value		% of Net Assets
SPDR Gold Trust⁽²⁾	5,400	$	901,044		1.1	%


Total Exchange-Traded Funds (identified cost $812,781)		$	901,044		1.1	%


Total Investments (identified cost $82,828,393)		$	83,741,705		99.7	%


Other Assets, Less Liabilities		$	275,193		0.3	%


Net Assets		$	84,016,898		100.0	%

⁽¹⁾	Amount is less than 0.05%.

⁽²⁾	Non-income producing security.


		7		See Notes to Consolidated Financial Statements.

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Consolidated Statement of Assets and Liabilities


Assets	October 31, 2012
Affiliated investments, at value (identified cost, $82,015,612)	$	82,840,661
Unaffiliated investments, at value (identified cost, $812,781)		901,044
Cash		177,720
Receivable for Fund shares sold		422,636
Receivable from affiliate		53,246
Total assets	$	84,395,307

Liabilities
Payable for Fund shares redeemed	$	284,430
Distributions payable		20
Payable to affiliates:
Investment adviser fee		561
Distribution and service fees		17,611
Trustees’ fees		42
Accrued expenses		75,745
Total liabilities	$	378,409
Net Assets	$	84,016,898

Sources of Net Assets
Paid-in capital	$	83,124,659
Accumulated net realized loss		(244,345	)
Accumulated undistributed net investment income		223,272
Net unrealized appreciation		913,312
Total	$	84,016,898

Class A Shares
Net Assets	$	82,415,455
Shares Outstanding		8,099,257
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	10.18
Maximum Offering Price Per Share
(100 ÷ 95.25 of net asset value per share)	$	10.69

Class C Shares
Net Assets	$	14,724
Shares Outstanding		1,448
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	10.17

Class I Shares
Net Assets	$	1,586,719
Shares Outstanding		156,034
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	10.17

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.


		8		See Notes to Consolidated Financial Statements.

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Consolidated Statement of Operations


Investment Income	Year Ended October 31, 2012
Interest and other income allocated from affiliated Portfolios (net of foreign taxes, $3,011)	$	2,535,194
Dividends allocated from affiliated Portfolios (net of foreign taxes, $13,687)		176,793
Expenses allocated from affiliated Portfolios		(623,825	)
Total investment income	$	2,088,162

Expenses
Investment adviser and administration fee	$	2,933
Distribution and service fees
Class A		129,569
Class C		120
Trustees’ fees and expenses		542
Custodian fee		32,325
Transfer and dividend disbursing agent fees		33,861
Legal and accounting services		64,031
Printing and postage		22,705
Registration fees		90,251
Miscellaneous		10,051
Total expenses	$	386,388
Deduct —
Allocation of expenses to affiliate	$	197,398
Reduction of custodian fee		54
Total expense reductions	$	197,452

Net expenses	$	188,936

Net investment income	$	1,899,226

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions from affiliated Fund	$	3,384
Net realized gain (loss) allocated from affiliated Portfolios —
Investment transactions (including a gain of $119 from precious metals)		(574,979	)
Written options		391,647
Securities sold short		27,637
Futures contracts		(309,831	)
Swap contracts		(134,163	)
Forward commodity contracts		(16,305	)
Foreign currency and forward foreign currency exchange contract transactions		605,654
Net realized loss	$	(6,956	)
Change in unrealized appreciation (depreciation) —
Unaffiliated investments	$	88,263
Change in unrealized appreciation (depreciation) allocated from affiliated Portfolios —
Investments (including net decrease of $28,503 from precious metals)		1,316,437
Written options		87,419
Securities sold short		(146,298	)
Futures contracts		51,180
Swap contracts		(262,900	)
Forward commodity contracts		13,922
Foreign currency and forward foreign currency exchange contracts		(234,711	)
Net change in unrealized appreciation (depreciation)	$	913,312

Net realized and unrealized gain	$	906,356

Net increase in net assets from operations	$	2,805,582


		9		See Notes to Consolidated Financial Statements.

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Consolidated Statements of Changes in Net Assets


Increase (Decrease) in Net Assets	Year Ended October 31, 2012			Period Ended October 31, 2011⁽¹⁾
From operations —
Net investment income	$	1,899,226		$	—
Net realized loss from investment transactions, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, and foreign currency and forward foreign currency exchange contract transactions		(6,956	)		—
Net change in unrealized appreciation (depreciation) from investments, written options, securities sold short, futures contracts, swap contracts, forward commodity contracts, foreign currency and forward foreign currency exchange contracts		913,312			—
Net increase in net assets from operations	$	2,805,582		$	—
Distributions to shareholders —
From net investment income
Class A	$	(1,259,138	)	$	—
Class C		(222	)		—
Class I		(178,726	)		—
From net realized gain
Class A		(555,553	)		—
Class C		(99	)		—
Class I		(9,160	)		—
Total distributions to shareholders	$	(2,002,898	)	$	—
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	107,983,784		$	10,000
Class C		4,455			10,000
Class I		1,626,332			9,980,000
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		1,812,687			—
Class C		51			—
Class I		26,805			—
Cost of shares redeemed
Class A		(28,117,343	)		—
Class C		(19	)		—
Class I		(10,122,538	)		—
Net increase in net assets from Fund share transactions	$	73,214,214		$	10,000,000

Net increase in net assets	$	74,016,898		$	10,000,000

Net Assets
At beginning of period	$	10,000,000		$	—
At end of period	$	84,016,898		$	10,000,000

Accumulated undistributed net investment income included in net assets
At end of period	$	223,272		$	—

⁽¹⁾	The Fund commenced operations on October 31, 2011.


		10		See Notes to Consolidated Financial Statements.

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Consolidated Financial Highlights


	Class A
	Year Ended October 31, 2012
Net asset value — Beginning of year	$	10.000

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.335
Net realized and unrealized gain		0.199

Total income from operations	$	0.534

Less Distributions
From net investment income	$	(0.286	)
From net realized gain		(0.068	)

Total distributions	$	(0.354	)

Net asset value — End of year	$	10.180

Total Return⁽²⁾		5.44	%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	82,415
Ratios (as a percentage of average daily net assets):
Expenses^(3)(4)(5)		1.46	%
Net investment income		3.32	%
Portfolio Turnover of the Fund⁽⁶⁾		65	%
Portfolio Turnover of Boston Income Portfolio		64	%
Portfolio Turnover of Floating Rate Portfolio		42	%
Portfolio Turnover of Global Macro Absolute Return Advantage Portfolio		91	%
Portfolio Turnover of Global Macro Portfolio		39	%
Portfolio Turnover of Government Obligations Portfolio		26	%
Portfolio Turnover of International Income Portfolio		37	%
Portfolio Turnover of MSAM Completion Portfolio		0	%
Portfolio Turnover of Parametric Structured Absolute Return Portfolio		22	%

Class A commenced operations on October 31, 2011. Financial Highlights for the period ended October 31, 2011 are not presented as there was no investment activity, distributions or change in net asset value per share in the period.

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽³⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁴⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁵⁾	The investment adviser and administrator subsidized certain operating expenses (equal to 0.34% of average daily net assets for the year ended October 31, 2012). Absent this subsidy, total return would have been lower.

⁽⁶⁾	Percentage includes both the Fund’s contributions to and withdrawals from the Portfolios and purchases and sales of securities held directly by the Fund, if any.


		11		See Notes to Consolidated Financial Statements.

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Consolidated Financial Highlights — continued


	Class C
	Year Ended October 31, 2012
Net asset value — Beginning of year	$	10.000

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.247
Net realized and unrealized gain		0.192

Total income from operations	$	0.439

Less Distributions
From net investment income	$	(0.201	)
From net realized gain		(0.068	)

Total distributions	$	(0.269	)

Net asset value — End of year	$	10.170

Total Return⁽²⁾		4.46	%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	15
Ratios (as a percentage of average daily net assets):
Expenses^(3)(4)(5)		2.17	%
Net investment income		2.46	%
Portfolio Turnover of the Fund⁽⁶⁾		65	%
Portfolio Turnover of Boston Income Portfolio		64	%
Portfolio Turnover of Floating Rate Portfolio		42	%
Portfolio Turnover of Global Macro Absolute Return Advantage Portfolio		91	%
Portfolio Turnover of Global Macro Portfolio		39	%
Portfolio Turnover of Government Obligations Portfolio		26	%
Portfolio Turnover of International Income Portfolio		37	%
Portfolio Turnover of MSAM Completion Portfolio		0	%
Portfolio Turnover of Parametric Structured Absolute Return Portfolio		22	%

Class C commenced operations on October 31, 2011. Financial Highlights for the period ended October 31, 2011 are not presented as there was no investment activity, distributions or change in net asset value per share in the period.

⁽¹⁾	Computed using average shares outstanding.

⁽²⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽³⁾	Includes the Fund’s share of the Portfolios’ allocated expenses.

⁽⁴⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁵⁾	The investment adviser and administrator subsidized certain operating expenses (equal to 0.38% of average daily net assets for the year ended October 31, 2012). Absent this subsidy, total return would have been lower.

⁽⁶⁾	Percentage includes both the Fund’s contributions to and withdrawals from the Portfolios and purchases and sales of securities held directly by the Fund, if any.


		12		See Notes to Consolidated Financial Statements.

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Consolidated Financial Highlights — continued


	Class I
	Year Ended October 31, 2012
Net asset value — Beginning of year	$	10.000

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.355
Net realized and unrealized gain		0.195

Total income from operations	$	0.550

Less Distributions
From net investment income	$	(0.312	)
From net realized gain		(0.068	)

Total distributions	$	(0.380	)

Net asset value — End of year	$	10.170

Total Return⁽²⁾		5.61	%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	1,587
Ratios (as a percentage of average daily net assets):
Expenses^(3)(4)(5)		1.10	%
Net investment income		3.54	%
Portfolio Turnover of the Fund⁽⁶⁾		65	%
Portfolio Turnover of Boston Income Portfolio		64	%
Portfolio Turnover of Floating Rate Portfolio		42	%
Portfolio Turnover of Global Macro Absolute Return Advantage Portfolio		91	%
Portfolio Turnover of Global Macro Portfolio		39	%
Portfolio Turnover of Government Obligations Portfolio		26	%
Portfolio Turnover of International Income Portfolio		37	%
Portfolio Turnover of MSAM Completion Portfolio		0	%
Portfolio Turnover of Parametric Structured Absolute Return Portfolio		22	%

Class I commenced operations on October 31, 2011. Financial Highlights for the period ended October 31, 2011 are not presented as there was no investment activity, distributions or change in net asset value per share in the period.

⁽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 Portfolios’ allocated expenses.

⁽⁴⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁵⁾	The investment adviser and administrator subsidized certain operating expenses (equal to 0.43% of average daily net assets for the year ended October 31, 2012). Absent this subsidy, total return would have been lower.

⁽⁶⁾	Percentage includes both the Fund’s contributions to and withdrawals from the Portfolios and purchases and sales of securities held directly by the Fund, if any.


		13		See Notes to Consolidated Financial Statements.

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Consolidated Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Multi-Strategy All Market Fund (the Fund) is a non-diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund commenced operations on October 31, 2011. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class-specific expenses, is allocated daily to each class of shares based upon the ratio of the value of each class’s paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund’s investment objective is total return. The Fund currently pursues its objective by investing substantially all of its investable assets in interests in the following eight portfolios managed by Eaton Vance Management (EVM) or its affiliates: Boston Income Portfolio, Floating Rate Portfolio, Global Macro Absolute Return Advantage Portfolio, Global Macro Portfolio, Government Obligations Portfolio, International Income Portfolio, MSAM Completion Portfolio and Parametric Structured Absolute Return Portfolio (the Portfolios), which are Massachusetts business trusts. The value of the Fund’s investments in the Portfolios reflects the Fund’s proportionate interest in the net assets of Boston Income Portfolio, Floating Rate Portfolio, Global Macro Absolute Return Advantage Portfolio, Global Macro Portfolio, Government Obligations Portfolio, International Income Portfolio, MSAM Completion Portfolio and Parametric Structured Absolute Return Portfolio (0.3%, 0.3%, 1.3%, 0.1%, 0.3%, less than 0.05%, 99.9% and 4.8%, respectively, at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolios. A copy of each Portfolio’s financial statements is available on the EDGAR Database on the Securities and Exchange Commission’s website (www.sec.gov), at the Commission’s public reference room in Washington, DC or upon request from the Fund’s principal underwriter, Eaton Vance Distributors, Inc. (EVD), by calling 1-800-262-1122.

The Fund seeks to gain exposure to the commodity markets, in whole or in part, through investments in Eaton Vance AM Commodity Subsidiary, Ltd. (the Subsidiary), a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands with the same objective and investment policies and restrictions as the Fund. The Fund may invest up to 25% of its total assets in the Subsidiary. The net assets of the Subsidiary at October 31, 2012 were $1,056,631 or 1.3% of the Fund’s consolidated net assets. The accompanying Consolidated Financial Statements include the accounts of the Subsidiary. Intercompany balances and transactions have been eliminated in consolidation.

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

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

Debt obligations (including short-term obligations with a remaining maturity of more than sixty days and excluding most seasoned, fixed-rate 30-year mortgage-backed securities as noted below) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term obligations purchased with a remaining maturity of sixty days or less (excluding those that are non-U.S. dollar denominated, which typically are valued by a pricing service or dealer quotes) are generally valued at amortized cost, which approximates market value. Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Portfolios’ Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Precious metals are valued at the New York composite mean quotation reported by Bloomberg at the valuation time. Exchange-traded options (other than FLexible EXchange traded options) are valued at the mean between the bid and asked prices at valuation time as reported by the Options Price Reporting Authority for U.S. listed options or by the relevant exchange or board of trade for non-U.S. listed options. Over-the-counter options (including options on securities, indices and foreign currencies) and FLexible EXchange traded options traded at the Chicago Board Options Exchange are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the volatility of the underlying instrument and the period of time until option expiration. Financial and commodities futures contracts are valued at the closing settlement price established by the board of trade or exchange on which they are traded. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific


		14

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Consolidated Notes to Financial Statements — continued

settlement periods and the Portfolios’ forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. Forward commodity contracts are generally valued based on the price of the underlying futures or forward contract provided by the exchange on which the underlying instruments are traded or if unavailable, based on forward rates provided by broker/dealers. Interest rate swaps, cross-currency swaps and options on interest rate swaps (“swaptions”) are normally valued using valuations provided by a third party pricing service. Such pricing service valuations are based on the present value of fixed and projected floating rate cash flows over the term of the swap contract. Future cash flows are discounted to their present value using swap rates provided by electronic data services or by broker/dealers. Alternatively, swaptions may be valued at the valuation provided by the counterparty, so determined using the same techniques as those employed by the pricing service. Credit default swaps are normally valued using valuations provided by a third party pricing service. The pricing services employ electronic data processing techniques to determine the present value based on credit spread quotations obtained from broker/dealers and expected default recovery rates determined by the pricing service using proprietary models. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolios in a manner that fairly reflects the security’s value, or the amount that the Portfolios might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

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

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

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

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


		15

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Consolidated Notes to Financial Statements — continued

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

H Other — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date. Realized gains and losses on investments sold are determined on the basis of identified cost.

2 Distributions to Shareholders

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

The tax character of distributions declared for the year ended October 31, 2012 was as follows:


	Year Ended October 31, 2012

Distributions declared from:
Ordinary income	$	1,662,148
Long-term capital gains	$	340,750

During the year ended October 31, 2012, accumulated net realized loss was decreased by $327,423, accumulated undistributed net investment income was decreased by $237,868 and paid-in capital was decreased by $89,555 due to differences between book and tax accounting, primarily for foreign currency gain (loss), swap contracts, paydown gain (loss), futures contracts, option contracts, premium amortization, tax accounting for straddle transactions, a Portfolio’s investment in a subsidiary, investment in passive foreign investment companies (PFICs), investment in partnerships, defaulted bond interest, and non-deductible expenses. These reclassifications had no effect on the net assets or net asset value per share of the Fund.


		16

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Consolidated Notes to Financial Statements — continued

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed long-term capital gains	$	72,624
Net unrealized appreciation	$	819,635
Other temporary differences	$	(20	)

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Consolidated Statement of Assets and Liabilities are primarily due to tax accounting for straddle transactions, wash sales, futures contracts, swap contracts, foreign currency transactions, premium amortization, partnership allocations, defaulted bond interest, option contracts, investment in PFICs and the timing of recognizing distributions to shareholders.

3 Investment Adviser and Administration Fee and Other Transactions with Affiliates

The investment adviser and administration fee is earned by EVM, as compensation for investment advisory and administrative services rendered to the Fund and the Subsidiary. The fee is computed at an annual rate of 0.615% of the Fund’s consolidated average daily net assets that are not invested in other investment companies for which EVM or its affiliates serve as investment adviser or administrator (“Investable Assets”) up to $500 million and is payable monthly. On Investable Assets of $500 million or more, the annual fee is reduced. To the extent the Fund’s assets are invested in other investment companies managed by EVM or its affiliates, the Fund is allocated its share of such investment companies’ investment adviser fee. For the year ended October 31, 2012, the Fund’s allocated portion of the investment adviser fee paid by the Portfolios totaled $406,899 and the investment adviser and administration fee paid by the Fund on Investable Assets amounted to $2,933. For the year ended October 31, 2012, the Fund’s investment adviser and administration fee, including the investment adviser fee allocated from the Portfolios, was 0.72% of the Fund’s average daily net assets.

EVM has agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only and including management fees and other expenses associated with the Fund’s investment in an affiliated investment fund) exceed 1.35%, 2.10%, and 1.10% of the Fund’s average daily net assets for Class A, Class C and Class I, respectively. This agreement may be changed or terminated after February 28, 2013. Pursuant to this agreement, EVM was allocated $197,398 of the Fund’s operating expenses for the year ended October 31, 2012.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended October 31, 2012, EVM earned $757 in sub-transfer agent fees. The Fund was informed that EVD, an affiliate of EVM, received $660 as its portion of the sales charge on sales of Class A shares for the year ended October 31, 2012. EVD also received distribution and service fees from Class A and Class C shares (see Note 6).

4 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations aggregated $5,556,431 and $4,747,034, respectively, for the year ended October 31, 2012.

5 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund, including the Subsidiary, at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	812,781

Gross unrealized appreciation	$	88,263
Gross unrealized depreciation		—

Net unrealized appreciation	$	88,263

6 Distribution Plans


		17

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Consolidated Notes to Financial Statements — continued

Pursuant to the Class C Plan, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to Class C shares. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD. Service fees paid or accrued for the year ended October 31, 2012 amounted to $30 for Class C shares.

7 Contingent Deferred Sales Charges

8 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investments in the Portfolios were as follows:


Portfolio	Contributions		Withdrawals

Boston Income Portfolio	$	24,672,390	$	11,258,129
Floating Rate Portfolio		28,267,123		3,721,848
Global Macro Absolute Return Advantage Portfolio		18,060,195		3,241,223
Global Macro Portfolio		8,016,770		1,438,991
Government Obligations Portfolio		4,910,082		875,660
International Income Portfolio		583,925		587,585
MSAM Completion Portfolio		14,708,478		10,775,147
Parametric Structured Absolute Return Portfolio		13,617,407		1,000,000

9 Shares of Beneficial Interest


Class A	Year Ended October 31, 2012			Period Ended October 31, 2011⁽¹⁾

Sales		10,702,295			1,000
Issued to shareholders electing to receive payments of distributions in Fund shares		179,745			—
Redemptions		(2,783,783	)		—

Net increase		8,098,257			1,000


Class C	Year Ended October 31, 2012			Period Ended October 31, 2011⁽¹⁾

Sales		445			1,000
Issued to shareholders electing to receive payments of distributions in Fund shares		5			—
Redemptions		(2	)		—

Net increase		448			1,000


		18

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Consolidated Notes to Financial Statements — continued


Class I	Year Ended October 31, 2012			Period Ended October 31, 2011⁽¹⁾

Sales		161,134			998,000
Issued to shareholders electing to receive payments of distributions in Fund shares		2,657			—
Redemptions		(1,005,757	)		—

Net increase (decrease)		(841,966	)		998,000

⁽¹⁾	The Fund commenced operations on October 31, 2011.

At October 31, 2012, accounts advised by EVM owned 65.1% of the value of the outstanding shares of the Fund.

10 Affiliated Investment Funds

Transactions with affiliated investment funds for the year ended October 31, 2012 were as follows:


Fund	Value, beginning of period		Cost of purchases		Proceeds from sales		Investment income		Realized gain (loss)		Value, end of period

Parametric Option Absolute Return Strategy Fund, Class I	$	—	$	4,743,650	$	4,747,034	$	—	$	3,384	$	—

11 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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

At October 31, 2012, the Fund’s investment and investments in the Portfolios were valued based on Level 1 inputs. The Fund held no investments as of October 31, 2011, the date it commenced operations.


		19

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying consolidated statement of assets and liabilities of Eaton Vance Multi-Strategy All Market Fund and subsidiary (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), including the consolidated portfolio of investments as of October 31, 2012, and the related consolidated statement of operations and the consolidated financial highlights for the year then ended and the consolidated statements of changes in net assets for the year then ended and for the period of the start of business commencing on and ending on October 31, 2011. These consolidated financial statements and consolidated financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated 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 consolidated financial statements and consolidated financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our audit procedures include confirmation of securities owned as of October 31, 2012, by correspondence with the custodian. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements and consolidated financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Multi-Strategy All Market Fund and subsidiary as of October 31, 2012, and the results of their operations and financial highlights for the year then ended and the changes in their net assets for the year then ended and for the period of the start of business commencing on and ending on October 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 27, 2012


		20

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Federal Tax Information (Unaudited)

Capital Gains Dividends. The Fund hereby designates as a capital gain dividend with respect to the taxable year ended October 31, 2012, $754,124 or, if subsequently determined to be different, the net capital gain of such year.


		21

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Management and Organization


Name and Year of Birth	Position(s) with the Trust	Length of Service	Principal Occupation(s) and Directorships 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 187 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust. Directorships in the Last Five Years.⁽¹⁾ Director of EVC and Hexavest Inc.


Noninterested Trustees

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

Benjamin C. Esty 1963	Trustee	Since 2005	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Since 2007	Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Since 2003	Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981). Directorships in the Last Five Years.⁽¹⁾None.

Ronald A. Pearlman 1940	Trustee	Since 2003	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.


		22

Eaton Vance

Multi-Strategy All Market Fund

October 31, 2012

Management and Organization — continued


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

Helen Frame Peters 1948	Trustee	Since 2008	Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998). Directorships in the Last Five Years.⁽¹⁾ Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout 1957	Trustee	Since 1998	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) 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
Name and Year of Birth	Position(s) with the Trust	Length of Service	Principal Occupation(s) During Past Five Years

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

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

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

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

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

⁽¹⁾


		23

Eaton Vance Funds

IMPORTANT NOTICES

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


		24

Investment Adviser and Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

LOGO


5796-12/12		MSAMSRC

Eaton Vance

Parametric Structured Absolute Return Fund

Annual Report

October 31, 2012

LOGO

Annual Report October 31, 2012

Eaton Vance

Parametric Structured Absolute Return Fund

Table of Contents


Management’s Discussion of Fund Performance			2

Performance			3

Fund Profile			4

Endnotes and Additional Disclosures			5

Fund Expenses			6

Financial Statements			7

Report of Independent Registered Public Accounting Firm			15 and 55

Federal Tax Information			16

Management and Organization			56

Important Notices			59

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

But despite a slowdown in consumer spending, weakening employment data and downward revisions of growth expectations, global equities moved upward intermittently from June through mid-October 2012. Hunting for yield in a low interest-rate environment, investors were driven to stocks that offered higher yields than bonds. Ongoing action by the ECB also helped the market, particularly the Outright Monetary Transactions program to support sovereign debt.

During the 12-month period, foreign currency values relative to the U.S. dollar demonstrated great disparity, depending on geographical region and perceived economic strength. Developed currencies tied to Europe’s economic crisis generally fell, while currencies associated with the more fiscally stable

dollar bloc countries (Australian, New Zealand and Canadian Dollar) generally experienced mild appreciation. Meanwhile, the commodities market, as measured by the Dow Jones-UBS Commodity Index Total Return, fell. While the grains sector rallied strongly, those gains were more than offset by large declines in the softs sector (e.g., coffee, cotton and sugar) and by the continuing collapse in the value of natural gas.

Fund Performance

For the fiscal year ended October 31, 2012, Parametric Structured Absolute Return Fund (the Fund) had a total return of 1.40% for Class A shares at net asset value (NAV). By comparison, the Fund’s benchmark, the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index (the Index), returned 0.08% during the period.

The Fund consisted of five substrategies representing regional equities, currencies and commodities. Each substrategy targeted a complete hedge against primary market exposure or beta neutrality on a stand-alone basis with the most relevant liquid benchmark. Beta is a measure of the volatility of a security or portfolio in relation to the market as a whole. In order of contribution to the Fund’s performance versus the Index during the period, the five substrategies were:

1) Structured U.S. equities hedged with the S&P 500 Index; 2) Structured Emerging Markets Core equities hedged with MSCI Emerging Markets Index; 3) Structured International equities hedged with MSCI EAFE Index; 4) Structured Commodities hedged with the Dow Jones-UBS Commodity Index Total Return; and 5) Structured Developed Currencies hedged with the U.S. Dollar Index. All five substrategies contributed positively to Fund performance versus the Index.

The Structured U.S. equities substrategy benefited from a structural low-volatility focus and particularly selection within the energy sector, while underweights to mega-cap stocks and to the financials sector detracted from Fund performance versus the Index.

The Structured Emerging Markets Core equities substrategy benefited from a structural underweight to Brazil, while a structural underweight to China was the largest detractor from Fund performance versus the Index.

The Structured International equities substrategy benefited from both a large underweight to Japan and low-volatility-focused security selection within that country. Overweights to Spain and Italy were among the largest detractors from Fund performance versus the Index.

The Structured Commodities substrategy benefited from an underweight to natural gas and an overweight to gasoline, while an underweight to soybeans was the largest detractor from Fund performance versus the Index.

The Structured Developed Currencies substrategy benefited primarily from the euro’s loss of value, while detractors from Fund performance versus the Index were generally modest, led by the appreciation of the Israeli shekel — both relative to other developed currencies.

See Endnotes and Additional Disclosures in this report.


		2

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Performance^2,3

Portfolio Managers David Stein, Ph.D and Thomas Seto, each of Parametric Portfolio Associates LLC


% Cumulative Total Returns	Inception Date		One Year			Since Inception
Class A at NAV		12/09/2011		—			1.40	%
Class A with 4.75% Maximum Sales Charge		—		—			–3.43
Class I at NAV		10/31/2011		1.60	%		1.60
BofA Merrill Lynch 3-Month U.S. Treasury Bill Index		10/31/2011		0.08	%		0.08	%


% Total Annual Operating Expense Ratios⁴			Class A			Class I
Gross				1.70	%		1.45	%
Net				1.55			1.30

Performance of $250,000

This graph shows the change in value of a hypothetical investment of $250,000 in Class I of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

LOGO


Performance of Investment	Amount Invested	Period Beginning	At NAV	With Maximum Sales Charge
Class A	$10,000	12/09/2011	$10,140	$9,657

See Endnotes and Additional Disclosures in this report.


		3

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Fund Profile⁵

LOGO

See Endnotes and Additional Disclosures in this report.


		4

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Endnotes and Additional Disclosures

MSCI World Index is an unmanaged index of equity securities in the developed markets. MSCI Emerging Markets Index is an unmanaged index of emerging markets common stocks. MSCI EAFE Index is an unmanaged index of equities in the developed markets, excluding the U.S. and Canada. MSCI indices are net of foreign withholding taxes. Source: MSCI. MSCI data may not be reproduced or used for any other purpose. MSCI provides no warranties, has not prepared or approved this report, and has no liability hereunder. Dow Jones-UBS Commodity Index Total Return is composed of futures contracts on physical commodities traded on U.S. exchanges. BofA Merrill Lynch 3-Month U.S. Treasury Bill Index is an unmanaged index of U.S. Treasury securities maturing in 90 days. BofA Merrill Lynch^® indices not for redistribution or other uses; provided “as is”, without warranties, and with no liability. Eaton Vance has prepared this report, BofAML does not endorse it, or guarantee, review, or endorse Eaton Vance’s products. S&P 500 Index is an unmanaged index of large- cap stocks commonly used as a measure of U.S. stock market performance. U.S. Dollar Index is a measure of the value of the United States dollar relative to a basket of other developed-market currencies. 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.

⁴	Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 2/28/13. Without the reimbursement, performance would have been lower.

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

⁶	Market Neutral reflects both long and short positions for each strategy.

⁷	Other net assets represents other assets less liabilities and includes investment types, if any, each less than 1% of net assets. See Statement of Assets and Liabilities for details.

Fund profile subject to change due to active management.


		5

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Fund Expenses


	Beginning Account Value (5/1/12)		Ending Account Value (10/31/12)		Expenses Paid During Period* (5/1/12 – 10/31/12)			Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	1,007.00	$	7.82	**		1.55	%
Class I	$	1,000.00	$	1,007.90	$	6.56	**		1.30	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,017.30	$	7.86	**		1.55	%
Class I	$	1,000.00	$	1,018.60	$	6.60	**		1.30	%

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


		6

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Statement of Assets and Liabilities


Assets	October 31, 2012
Investment in Parametric Structured Absolute Return Portfolio, at value (identified cost, $59,958,843)	$	61,381,823
Receivable for Fund shares sold		157,894
Receivable from affiliates		47,727
Total assets	$	61,587,444

Liabilities
Payable for Fund shares redeemed	$	210,881
Payable to affiliates:
Distribution and service fees		8,307
Trustees’ fees		42
Accrued expenses		41,349
Total liabilities	$	260,579
Net Assets	$	61,326,865

Sources of Net Assets
Paid-in capital	$	61,059,546
Accumulated net realized loss from Portfolio		(1,456,250	)
Accumulated undistributed net investment income		300,589
Net unrealized appreciation from Portfolio		1,422,980
Total	$	61,326,865

Class A Shares
Net Assets	$	45,443,842
Shares Outstanding		4,482,955
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	10.14
Maximum Offering Price Per Share
(100 ÷ 95.25 of net asset value per share)	$	10.65

Class I Shares
Net Assets	$	15,883,023
Shares Outstanding		1,563,176
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	10.16

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


		7		See Notes to Financial Statements.

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Statement of Operations


Investment Income	Year Ended October 31, 2012
Dividends allocated from Portfolio (net of foreign taxes, $26,031)	$	335,993
Interest allocated from Portfolio		10,455
Expenses allocated from Portfolio		(254,612	)
Total investment income from Portfolio	$	91,836

Expenses
Distribution and service fees
Class A	$	28,098
Trustees’ fees and expenses		542
Custodian fee		16,081
Transfer and dividend disbursing agent fees		23,376
Legal and accounting services		27,524
Printing and postage		25,068
Registration fees		70,427
Miscellaneous		8,952
Total expenses	$	200,068
Deduct —
Allocation of expenses to affiliates	$	160,311
Total expense reductions	$	160,311

Net expenses	$	39,757

Net investment income	$	52,079

Realized and Unrealized Gain (Loss) from Portfolio
Net realized gain (loss) —
Investment transactions	$	307,964
Financial futures contracts		(1,395,212	)
Swap contracts		(281,628	)
Foreign currency and forward foreign currency exchange contract transactions		161,136
Net realized loss	$	(1,207,740	)
Change in unrealized appreciation (depreciation) —
Investments (net of increase in accrued foreign capital gains taxes of $62)	$	897,801
Financial futures contracts		763,243
Swap contracts		(253,615	)
Foreign currency and forward foreign currency exchange contracts		15,551
Net change in unrealized appreciation (depreciation)	$	1,422,980

Net realized and unrealized gain	$	215,240

Net increase in net assets from operations	$	267,319


		8		See Notes to Financial Statements.

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Statements of Changes in Net Assets


Increase (Decrease) in Net Assets	Year Ended October 31, 2012			Period Ended October 31, 2011⁽¹⁾
From operations —
Net investment income	$	52,079		$	—
Net realized loss from investment transactions, financial futures contracts, swap contracts and foreign currency and forward foreign currency exchange contract transactions		(1,207,740	)		—
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, swap contracts, foreign currency and forward foreign currency exchange contracts		1,422,980			—
Net increase in net assets from operations	$	267,319		$	—
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	50,716,001		$	—
Class I		15,284,436			1,000,000
Cost of shares redeemed
Class A		(5,374,626	)		—
Class I		(566,265	)		—
Net increase in net assets from Fund share transactions	$	60,059,546		$	1,000,000

Net increase in net assets	$	60,326,865		$	1,000,000

Net Assets
At beginning of period	$	1,000,000		$	—
At end of period	$	61,326,865		$	1,000,000

Accumulated undistributed net investment income included in net assets
At end of period	$	300,589		$	—

⁽¹⁾	The Fund commenced operations on October 31, 2011.


		9		See Notes to Financial Statements.

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Financial Highlights


	Class A
	Period Ended October 31, 2012⁽¹⁾
Net asset value — Beginning of period	$	10.000

Income (Loss) From Operations
Net investment loss⁽²⁾	$	(0.003	)
Net realized and unrealized gain		0.143

Total income from operations	$	0.140

Net asset value — End of period	$	10.140

Total Return⁽³⁾		1.40	%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	45,444
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		1.55	%⁽⁷⁾⁽⁸⁾
Net investment loss		(0.03	)%⁽⁸⁾
Portfolio Turnover of the Portfolio		22	%⁽⁹⁾

⁽¹⁾	For the period from commencement of operations, December 9, 2011, to October 31, 2012.

⁽²⁾	Computed using average shares outstanding.

⁽³⁾	Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

⁽⁴⁾	Not annualized.

⁽⁵⁾	Includes the Fund’s share of the Portfolio’s allocated expenses.

⁽⁶⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.

⁽⁷⁾

The investment adviser of the Portfolio subsidized certain operating expenses and the investment adviser and administrator of the Fund subsidized certain operating expenses (equal to 0.84% of average daily net assets for the period ended October 31, 2012). A portion of the subsidy was borne by the sub-adviser. Absent this subsidy, total return would have been lower.

⁽⁸⁾	Annualized.

⁽⁹⁾	For the Portfolio’s year ended October 31, 2012.


		10		See Notes to Financial Statements.

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Financial Highlights — continued


	Class I
	Year Ended October 31, 2012
Net asset value — Beginning of year	$	10.000

Income (Loss) From Operations
Net investment income⁽¹⁾	$	0.062
Net realized and unrealized gain		0.098

Total income from operations	$	0.160

Net asset value — End of year	$	10.160

Total Return⁽²⁾		1.60	%

Ratios/Supplemental Data
Net assets, end of year (000’s omitted)	$	15,883
Ratios (as a percentage of average daily net assets):
Expenses⁽³⁾⁽⁴⁾		1.30	%⁽⁵⁾
Net investment income		0.62	%
Portfolio Turnover of the Portfolio		22	%

The Fund commenced operations on October 31, 2011. Financial Highlights for the period ended October 31, 2011 are not presented as there was no investment activity, distributions or change in net asset value per share in the period.

⁽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⁾

The investment adviser of the Portfolio subsidized certain operating expenses and the investment adviser and administrator of the Fund subsidized certain operating expenses (equal to 0.84% of average daily net assets for the year ended October 31, 2012). A portion of the subsidy was borne by the sub-adviser. Absent this subsidy, total return would have been lower.


		11		See Notes to Financial Statements.

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Parametric Structured Absolute Return Fund (the Fund) is a non-diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund commenced operations on October 31, 2011. The Fund offers two classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class I shares are sold at net asset value and are not subject to a sales charge. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Parametric Structured Absolute Return Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (23.3% at October 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolio. The consolidated financial statements of the Portfolio, including the consolidated portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

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

At October 31, 2012, the Fund, for federal income tax purposes, had current year deferred capital losses of $668,417 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. The current year deferred capital losses are treated as arising on the first day of the Fund’s next taxable year.

In addition to the requirements of the Internal Revenue Code, the Fund may also be required to recognize its pro-rata share of the capital gains taxes incurred by the Portfolio. In doing so, the daily net asset value would reflect the Fund’s pro-rata share of the estimated reserve for such taxes incurred by the Portfolio.

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


		12

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Notes to Financial Statements — continued

2 Distributions to Shareholders

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

During the year ended October 31, 2012, accumulated net realized loss was increased by $248,510 and accumulated undistributed net investment income was increased by $248,510 due to differences between book and tax accounting, primarily for swap contracts, investment in the Subsidiary, investments in passive foreign investment companies (PFICs) and foreign currency gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of October 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:


Undistributed ordinary income	$	308,441
Deferred capital losses	$	(668,417	)
Net unrealized appreciation	$	627,295

3 Investment Adviser and Administration Fee and Other Transactions with Affiliates

The investment adviser and administration fee is earned by Eaton Vance Management (EVM) as compensation for investment advisory and administrative services rendered to the Fund. The fee is computed at an annual rate of 1.00% of the Fund’s average daily net assets that are not invested in other investment companies for which EVM or its affiliates serve as investment adviser or administrator (“Investable Assets”) up to $500 million, and is payable monthly. On Investable Assets of $500 million and over, the annual fee is reduced. Pursuant to a sub-advisory agreement, EVM pays Parametric Portfolio Associates LLC (Parametric), a majority-owned subsidiary of Eaton Vance Corp., a portion of its adviser and administration fee for sub-advisory services provided to the Fund. For the year ended October 31, 2012, the Fund incurred no adviser and administration fee on Investable Assets. To the extent the Fund’s assets are invested in the Portfolio, the Fund is allocated its share of the Portfolio’s adviser fee. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Consolidated Financial Statements which are included elsewhere in this report.

EVM and Parametric have agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary expenses only) exceed 1.55% and 1.30% of the Fund’s average daily net assets for Class A and Class I, respectively. This agreement may be changed or terminated after February 28, 2013. Pursuant to this agreement, EVM and Parametric were allocated $160,311 in total of the Fund’s operating expenses for the year ended October 31, 2012.

Trustees and officers of the Fund who are members of EVM’s or BMR’s organizations receive remuneration for their services to the Fund out of the investment adviser and administration fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4 Distribution Plan


		13

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Notes to Financial Statements — continued

5 Contingent Deferred Sales Charges

Class A shares may be subject to a 1% contingent deferred sales charge (CDSC) if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. For the year ended October 31, 2012, the Fund was informed that EVD received no CDSCs paid by Class A shareholders.

6 Investment Transactions

For the year ended October 31, 2012, increases and decreases in the Fund’s investment in the Portfolio aggregated $63,855,794 and $2,781,047, respectively.

7 Shares of Beneficial Interest


Class A	Period Ended October 31, 2012⁽¹⁾

Sales		5,014,015
Redemptions		(531,060	)

Net increase		4,482,955


Class I	Year Ended October 31, 2012			Period Ended October 31, 2011⁽²⁾

Sales		1,519,088			100,000
Redemptions		(55,912	)		—

Net increase		1,463,176			100,000

⁽¹⁾	Class A commenced operations on December 9, 2011.

⁽²⁾	Class I commenced operations on October 31, 2011.

At October 31, 2012, an EVM retirement plan, accounts advised by EVM and pooled income funds (established and maintained by a public charity) managed by EVM owned in the aggregate approximately 77% of the value of the outstanding shares of the Fund.


		14

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Parametric Structured Absolute Return Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Parametric Structured Absolute Return Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust) as of October 31, 2012, and the related statement of operations and financial highlights for the year then ended, and the statements of changes in net assets for the year then ended and for the period of the start of business commencing on and ending on October 31, 2011. 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 are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements referred to above present fairly, in all material respects, the financial position of Eaton Vance Parametric Structured Absolute Return Fund as of October 31, 2012, and the related statement of operations and financial highlights for the year then ended, and the statements of changes in net assets for the year then ended and for the period of the start of business commencing on and ending on October 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2012


		15

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Federal Tax Information (Unaudited)

Qualified Dividend Income. The Fund designates approximately $307,266, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.


		16

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments


Common Stocks — 57.4%


Security	Shares		Value


Australia — 1.3%
AGL Energy, Ltd.		9,948	$	150,024
Amcor, Ltd.		42,414		347,468
APA Group		5,836		31,237
Australia and New Zealand Banking Group, Ltd.		7,126		187,993
BHP Billiton, Ltd.		7,559		267,629
Centro Retail Australia		13,790		30,746
CFS Retail Property Trust Group		14,691		29,767
Coca-Cola Amatil, Ltd.		7,496		104,582
Commonwealth Bank of Australia		6,130		367,098
Computershare, Ltd.		3,083		27,764
Crown, Ltd.		3,077		31,013
CSL, Ltd.		3,282		161,870
GPT Group		19,590		72,343
Harvey Norman Holdings, Ltd.		17,218		34,011
James Hardie Industries SE CDI		3,210		30,706
Metcash, Ltd.		5,337		20,273
National Australia Bank, Ltd.		6,574		175,688
Newcrest Mining, Ltd.		566		15,610
Orica, Ltd.		8,030		209,172
Origin Energy, Ltd.		13,116		154,390
OZ Minerals, Ltd.		4,155		35,255
Rio Tinto, Ltd.		3,175		187,184
Sydney Airport		9,194		32,338
Tabcorp Holdings, Ltd.		6,320		18,612
Tatts Group, Ltd.		6,146		17,850
Telstra Corp., Ltd.		28,826		123,880
Transurban Group		31,140		196,542
Wesfarmers, Ltd.		728		26,244
Westfield Group		2,794		30,885
Westfield Retail Trust		9,680		31,083
Westpac Banking Corp.		6,498		171,794
Woodside Petroleum, Ltd.		1,713		61,079
Woolworths, Ltd.		5,596		170,688

			$	3,552,818


Austria — 0.3%
Andritz AG		496	$	29,888
Immofinanz AG⁽¹⁾		19,776		76,445
OMV AG		6,899		252,471
Raiffeisen Bank International AG		6,252		250,429
Telekom Austria AG		3,434		21,634
Verbund AG		3,498		81,565
Vienna Insurance Group		448		19,250

			$	731,682


Security	Shares		Value


Belgium — 0.7%
Anheuser-Busch InBev NV		8,589	$	718,307
Belgacom SA		6,195		181,118
Colruyt SA		3,740		170,986
Delhaize Group SA		682		26,112
Groupe Bruxelles Lambert SA		3,417		252,617
Mobistar SA		842		22,265
Solvay SA		1,339		161,218
UCB SA		2,896		169,148
Umicore SA		2,839		145,892

			$	1,847,663


Brazil — 1.4%
AES Tiete SA, PFC Shares		3,300	$	37,484
All America Latina Logistica SA (Units)		11,200		50,953
Banco do Brasil SA		13,000		138,702
Banco Santander Brasil SA ADR		16,000		108,800
BM&F Bovespa SA		22,200		142,094
BR Malls Participacoes SA		7,900		103,853
Bradespar SA, PFC Shares		2,500		36,927
CCX Carvao da Colombia SA⁽¹⁾		1,500		1,625
Centrais Eletricas Brasileiras SA, Class B, PFC Shares		5,400		42,938
Cia de Companhia de Concessoes Rodoviarias (CCR)		12,900		113,436
Cia de Saneamento Basico do Estado de Sao Paulo ADR		700		58,807
Cia de Saneamento de Minas Gerais SA ADR		7,200		86,328
Cia de Saneamento de Minas Gerais-Copasa MG		1,500		35,405
Cia Energetica de Sao Paulo, PFC Shares		4,800		43,130
Cia Hering		4,100		94,191
Cia Paranaense de Energia ADR		2,500		36,900
Cia Siderurgica Nacional SA ADR		7,900		42,976
Cielo SA		4,020		99,458
CPFL Energia SA ADR		2,100		48,909
Diagnosticos da America SA		11,900		79,097
Embraer SA ADR		2,000		55,820
Estacio Participacoes SA		4,600		87,649
Gerdau SA ADR		6,800		59,772
Iochpe-Maxion SA		2,500		30,649
Itau Unibanco Holding SA ADR, PFC Shares		17,900		260,982
Light SA		2,200		23,667
Lojas Americanas SA, PFC Shares		11,865		99,311
Lojas Renner SA		3,500		129,588
Marcopolo SA, PFC Shares		5,700		33,425
MPX Energia SA⁽¹⁾		4,500		23,773
Natura Cosmeticos SA		4,000		106,644
OGX Petroleo e Gas Participacoes SA⁽¹⁾		13,100		30,379
Oi SA ADR		18,499		73,996
PDG Realty SA Empreendimentos e Participacoes		56,300		94,801


		17		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


Brazil (continued)
Petroleo Brasileiro SA ADR		20,100	$	426,321
Raia Drogasil SA		7,800		85,832
Randon Participacoes SA, PFC Shares		3,400		17,979
Tim Participacoes SA ADR		2,900		50,402
Totvs SA		2,000		40,669
Tractebel Energia SA		2,900		49,974
Ultrapar Participacoes SA		2,900		60,826
Vale SA ADR		18,500		338,920
Weg SA		3,600		41,352

			$	3,624,744


Chile — 0.7%
Administradora de Fondos de Pensiones Provida SA		5,100	$	36,166
Aguas Andinas SA, Series A		57,700		38,722
Antarchile SA, Series A		3,000		47,044
Banco de Chile		671,209		100,148
Banco de Credito e Inversiones		1,213		78,152
Banco Santander Chile SA ADR		4,156		113,002
Cap SA		1,500		51,710
Cencosud SA		18,600		101,514
Cia Cervecerias Unidas SA		2,400		34,916
Cia Cervecerias Unidas SA ADR		200		14,186
Cia General de Electricidad SA		6,200		31,957
Colbun SA⁽¹⁾		111,100		30,997
Corpbanca SA		3,255,600		42,594
Embotelladora Andina SA, Class B, PFC Shares		4,800		30,327
Empresa Nacional de Electricidad SA		52,100		83,865
Empresa Nacional de Electricidad SA ADR		400		19,148
Empresas CMPC SA		24,300		93,180
Empresas Copec SA		8,500		121,931
Enersis SA		212,300		72,671
Enersis SA ADR		1,100		18,634
ENTEL SA		2,300		46,846
Latam Airlines Group SA		3,700		90,779
Latam Airlines Group SA ADR		1,300		32,227
Parque Arauco SA		19,300		44,083
Ripley Corp. SA		17,800		16,796
S.A.C.I. Falabella SA		17,100		175,389
Salfacorp SA		14,400		33,999
Sigdo Koppers SA		16,400		39,368
Sociedad Quimica y Minera de Chile SA, Series B ADR		1,700		98,345
Sonda SA		18,800		57,594
Vina Concha y Toro SA		16,500		33,367

			$	1,829,657


Security	Shares		Value


China — 2.1%
AAC Technologies Holdings, Inc.		18,000	$	64,436
Agricultural Bank of China, Ltd., Class H		268,000		115,127
Air China, Ltd., Class H		80,000		56,525
Anhui Conch Cement Co., Ltd., Class H		37,500		128,804
Baidu, Inc. ADR⁽¹⁾		2,500		266,550
Bank of Communications, Ltd., Class H		146,000		104,094
Beijing Enterprises Holdings, Ltd.		8,000		51,670
Brilliance China Automotive Holdings, Ltd.⁽¹⁾		48,000		59,310
BYD Co., Ltd., Class H⁽¹⁾		8,000		15,701
China CITIC Bank Corp., Ltd., Class H		181,000		91,966
China Coal Energy Co., Class H		145,000		143,475
China Communications Construction Co., Ltd., Class H		72,000		67,389
China Construction Bank Corp., Class H		530,000		398,003
China Eastern Airlines Corp., Ltd., Class H⁽¹⁾		132,000		45,853
China Life Insurance Co., Ltd., Class H		66,000		194,074
China Longyuan Power Group Corp., Class H		86,000		55,891
China Mengniu Dairy Co., Ltd.		18,000		54,435
China Merchants Bank Co., Ltd., Class H		52,500		97,546
China Merchants Holdings (International) Co., Ltd.		16,000		52,780
China Minsheng Banking Corp, Ltd., Class H		116,500		105,660
China Mobile, Ltd.		55,500		615,233
China National Building Material Co., Ltd., Class H		122,000		154,410
China Overseas Land & Investment, Ltd.		42,000		109,900
China Pacific Insurance (Group) Co., Ltd., Class H		32,400		101,227
China Resources Enterprise, Ltd.		16,000		52,148
China Resources Power Holdings Co., Ltd.		38,000		81,645
China Telecom Corp., Ltd., Class H		174,000		102,724
China Yurun Food Group, Ltd.⁽¹⁾		47,000		34,287
Citic Pacific, Ltd.		30,000		38,099
Ctrip.com International, Ltd. ADR⁽¹⁾		3,800		76,038
Digital China Holdings, Ltd.		32,000		53,559
Dongfeng Motor Group Co., Ltd., Class H		40,000		49,472
Focus Media Holding, Ltd. ADR		2,000		47,160
Guangdong Investment, Ltd.		52,000		42,514
Guangzhou Automobile Group Co., Ltd., Class H		60,000		41,085
Home Inns & Hotels Management, Inc. ADR⁽¹⁾		1,100		32,395
Inner Mongolia Eerduosi Cashmere Products Co., Ltd., Class B		110,200		96,687
Inner Mongolia Yitai Coal Co., Ltd., Class B		21,200		115,094
Jiangxi Copper Co., Ltd., Class H		55,000		141,314
Kunlun Energy Co., Ltd.		86,000		159,193
Lenovo Group, Ltd.		78,000		62,553
Lianhua Supermarket Holdings Ltd., Class H		21,000		16,949
Mindray Medical International, Ltd. ADR		800		27,208
NetEase.com, Inc. ADR⁽¹⁾		1,100		59,400
New Oriental Education & Technology Group, Inc. ADR		7,100		119,706
NVC Lighting Holdings, Ltd.		63,000		16,605


		18		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


China (continued)
Parkson Retail Group, Ltd.		41,000	$	34,571
PICC Property & Casualty Co., Ltd., Class H		80,000		105,908
Ports Design, Ltd.		39,000		27,702
Shandong Weigao Group Medical Polymer Co., Ltd., Class H		24,000		32,367
SINA Corp.⁽¹⁾		1,300		71,019
Sino Biopharmaceutical, Ltd.		96,000		38,326
Sinopharm Group Co., Ltd., Class H		9,600		32,232
Sinotrans Shipping, Ltd.		74,000		18,185
Sohu.com, Inc.⁽¹⁾		1,600		60,768
Sound Global, Ltd.		68,000		28,014
Suntech Power Holdings Co., Ltd. ADR⁽¹⁾		74,500		60,345
Tingyi (Cayman Islands) Holding Corp.		22,000		65,319
Tsingtao Brewery Co., Ltd., Class H		8,000		43,156
Want Want China Holdings, Ltd.		61,000		83,047
Weichai Power Co., Ltd., Class H		15,200		53,586
WuXi PharmaTech (Cayman), Inc. ADR⁽¹⁾		1,900		26,961
Yangzijiang Shipbuilding Holdings, Ltd.		61,000		44,985
Yanzhou Coal Mining Co., Ltd., Class H		86,000		128,194
Zhongsheng Group Holdings, Ltd.		17,000		21,832
ZTE Corp., Class H		37,400		52,440

			$	5,644,851


Colombia — 0.4%
Almacenes Exito SA		6,100	$	116,288
Banco de Bogota		1,300		38,679
Bancolombia SA ADR, PFC Shares		2,100		134,442
Cia Colombiana de Inversiones SA		14,300		42,546
Ecopetrol SA		55,100		163,937
Empresa de Energia de Bogota SA		29,900		21,383
Grupo Aval Acciones y Valores SA		56,100		39,814
Grupo Aval Acciones y Valores SA, PFC Shares		61,500		43,479
Grupo de Inversiones Suramericana		3,600		70,280
Grupo Nutresa SA		7,200		96,301
Grupo Odinsa SA		3,356		17,570
Interconexion Electrica SA		12,300		66,611
Inversiones Argos SA		4,700		53,728
Inversiones Argos SA, PFC Shares		2,500		27,842
ISAGEN SA ESP		31,400		44,055

			$	976,955


Czech Republic — 0.3%
CEZ AS		12,000	$	443,452
Komercni Banka AS		1,110		227,140
New World Resources PLC, Class A		15,550		66,709
Pegas Nonwovens SA		3,630		83,421
Unipetrol AS⁽¹⁾		8,100		70,306

			$	891,028


Security	Shares		Value


Denmark — 0.8%
A.P. Moller – Maersk A/S, Class A		17	$	112,639
A.P. Moller – Maersk A/S, Class B		20		139,593
Carlsberg A/S, Class B		150		12,948
Coloplast A/S		1,437		315,200
Danske Bank A/S⁽¹⁾		2,209		34,557
DSV A/S		6,961		156,581
Novo Nordisk A/S, Class B		4,709		754,925
Novozymes A/S, Class B		9,565		264,271
TDC A/S		6,980		48,125
Tryg A/S		1,451		94,741
William Demant Holding A/S⁽¹⁾		978		84,112

			$	2,017,692


Egypt — 0.4%
Alexandria Mineral Oils Co.		3,300	$	42,106
Amer Group Holding⁽¹⁾		188,800		22,262
Commercial International Bank		26,300		163,330
Eastern Tobacco		2,550		38,827
Egypt Kuwaiti Holding Co.		35,600		44,895
Egyptian Financial Group-Hermes Holding SAE⁽¹⁾		25,300		48,293
Egyptian International Pharmaceutical Industrial Co.		6,300		40,447
El Sewedy Cables Holding Co.		2,000		8,709
Ezz Steel		23,000		38,422
Juhayna Food Industries		47,300		51,115
Orascom Construction Industries (OCI)		4,000		168,197
Orascom Telecom Holding SAE⁽¹⁾		190,500		112,140
Orascom Telecom Media and Technology Holding SAE		173,500		17,035
Sidi Kerir Petrochemicals Co.		16,100		35,105
Talaat Moustafa Group⁽¹⁾		57,300		44,781
Telecom Egypt		24,800		56,039

			$	931,703


Finland — 0.6%
Elisa Oyj		6,836	$	146,693
Fortum Oyj		5,542		102,571
Kesko Oyj, Class B		860		26,893
Kone Oyj, Class B		5,420		388,663
Nokia Oyj		17,747		47,713
Nokian Renkaat Oyj		3,771		157,050
Orion Oyj, Class B		5,086		125,846
Pohjola Bank PLC, Class A		3,625		49,450
Sampo Oyj		6,020		188,748
Stora Enso Oyj		7,820		49,466
UPM-Kymmene Oyj		1,212		13,013
Wartsila Oyj		4,418		178,918

			$	1,475,024


		19		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


France — 1.3%
Air Liquide SA		3,948	$	466,069
Alcatel-Lucent⁽¹⁾		131,667		134,627
Carrefour SA		2,148		51,876
Compagnie Generale des Etablissements Michelin, Class B		1,920		165,513
Dassault Systemes SA		1,901		200,563
Essilor International SA		1,948		175,658
Eutelsat Communications SA		3,857		123,504
France Telecom SA		3,371		37,679
GDF Suez		6,952		159,565
Iliad SA		189		29,124
Imerys SA		706		39,718
L’Oreal SA		4,264		543,436
LVMH Moet Hennessy Louis Vuitton SA		2,699		438,806
Natixis		8,696		28,541
PPR SA		148		26,091
Safran SA		2,605		103,767
Sanofi		2,359		207,185
SES SA		2,365		65,463
Societe BIC SA		1,002		122,268
Sodexo		875		67,406
Suez Environnement Co. SA		2,287		24,278
Thales SA		520		18,305
Total SA		1,640		82,607
Unibail-Rodamco SE		90		20,271

			$	3,332,320


Germany — 1.3%
Adidas AG		1,161	$	98,960
Bayerische Motoren Werke AG		2,599		207,779
Bayerische Motoren Werke AG, PFC Shares		1,948		107,916
Beiersdorf AG		2,859		207,991
Brenntag AG		228		28,769
Continental AG		775		78,004
Daimler AG		3,264		152,902
Deutsche Lufthansa AG		1,799		27,523
Deutsche Post AG		6,942		137,632
Deutsche Telekom AG		7,347		83,818
E.ON AG		1,092		24,859
Fraport AG		277		16,255
Fresenius Medical Care AG & Co. KGaA		261		18,339
Hannover Rueckversicherung AG		560		39,454
Henkel AG & Co. KGaA		1,706		110,462
Henkel AG & Co. KGaA, PFC Shares		2,203		176,147
Linde AG		2,164		364,163
Porsche Automobil Holding SE, PFC Shares		486		32,394
SAP AG		11,713		854,147


Security	Shares		Value


Germany (continued)
Siemens AG		2,409	$	242,728
United Internet AG		5,941		118,891
Volkswagen AG		97		18,969
Volkswagen AG, PFC Shares		846		175,651

			$	3,323,753


Greece — 0.1%
Coca-Cola Hellenic Bottling Co. SA⁽¹⁾		3,475	$	74,424
OPAP SA		14,989		95,805

			$	170,229


Hong Kong — 1.0%
Bank of East Asia, Ltd.		32,200	$	118,748
BOC Hong Kong (Holdings), Ltd.		71,500		219,683
Cathay Pacific Airways, Ltd.		53,000		95,993
Cheung Kong Infrastructure Holdings, Ltd.		25,000		146,633
CLP Holdings, Ltd.		24,000		204,489
Hang Lung Group, Ltd.		5,000		29,457
Hang Seng Bank, Ltd.		27,000		414,167
Hong Kong & China Gas Co., Ltd.		117,800		313,473
Hopewell Holdings, Ltd.		23,500		84,781
Link REIT (The)		84,500		419,366
MTR Corp., Ltd.		40,500		157,455
Power Assets Holdings, Ltd.		38,500		327,155
Wing Hang Bank, Ltd.		6,500		68,847

			$	2,600,247


Hungary — 0.3%
EGIS Pharmaceuticals PLC		340	$	27,362
FHB Mortgage Bank Rt.⁽¹⁾		3,500		7,621
Magyar Telekom Rt.		66,340		123,106
MOL Hungarian Oil & Gas Rt.		3,020		262,707
OTP Bank Rt.		13,220		251,939
Richter Gedeon Rt.		1,250		232,729

			$	905,464


India — 0.1%
Dr. Reddy’s Laboratories, Ltd. ADR		1,500	$	48,810
Infosys, Ltd. ADR		6,800		295,256

			$	344,066


Indonesia — 0.7%
Adaro Energy Tbk PT		287,500	$	40,773
AKR Corporindo Tbk PT		76,500		35,244


		20		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


Indonesia (continued)
Bank Central Asia Tbk PT		146,000	$	124,255
Bank Mandiri Tbk PT		128,000		109,348
Bank Negara Indonesia Persero Tbk PT		133,000		53,069
Bank Pembangunan Daerah Jawa Barat Dan Banten Tbk PT		358,000		40,782
Bank Rakyat Indonesia Tbk PT		145,500		111,498
Bumi Resources Tbk PT		560,000		38,225
Energi Mega Persada Tbk PT⁽¹⁾		1,737,000		16,339
Gudang Garam Tbk PT		19,500		99,437
Indo Tambangraya Megah Tbk PT		11,000		46,321
Indocement Tunggal Prakarsa Tbk PT		41,000		91,004
Indofood Sukses Makmur Tbk PT		153,500		90,824
Jasa Marga Tbk PT		52,500		31,616
Kalbe Farma Tbk PT		645,000		64,980
Lippo Karawaci Tbk PT		274,500		26,490
Media Nusantara Citra Tbk PT		120,000		35,192
Perusahaan Gas Negara Tbk PT		206,500		99,596
Perusahaan Perkebunan London Sumatra Indonesia Tbk PT		204,500		49,276
Semen Gresik (Persero) Tbk PT		64,000		98,946
Surya Semesta Internusa Tbk PT		462,500		56,557
Tambang Batubara Bukit Asam Tbk PT		30,500		50,583
Telekomunikasi Indonesia Tbk PT		202,000		205,163
Unilever Indonesia Tbk PT		41,500		112,242
United Tractors Tbk PT		37,000		80,789
XL Axiata Tbk PT		76,000		54,065

			$	1,862,614


Ireland — 0.4%
Accenture PLC, Class A		4,815	$	324,579
CRH PLC		8,775		163,335
Elan Corp. PLC⁽¹⁾		9,358		101,844
Kerry Group PLC, Class A		7,880		411,977

			$	1,001,735


Israel — 0.5%
Bank Hapoalim B.M.⁽¹⁾		33,193	$	130,584
Bank Leumi Le-Israel B.M.⁽¹⁾		37,387		120,508
Bezeq Israeli Telecommunication Corp., Ltd.		32,974		40,172
Delek Group, Ltd.		104		19,776
Elbit Systems, Ltd.		1,930		67,900
Israel Chemicals, Ltd.		6,130		76,690
Israel Corp., Ltd.		132		89,703
Mellanox Technologies, Ltd.⁽¹⁾		1,757		132,596
Mizrahi Tefahot Bank, Ltd.⁽¹⁾		7,531		68,385
NICE Systems, Ltd.⁽¹⁾		3,684		123,056
Teva Pharmaceutical Industries, Ltd. ADR		9,839		397,693

			$	1,267,063


Security	Shares		Value


Italy — 0.8%
Atlantia SpA		3,644	$	60,272
Autogrill SpA		5,154		52,758
Enel Green Power SpA		7,388		12,583
Enel SpA		5,639		21,235
ENI SpA		37,291		858,100
Luxottica Group SpA		4,080		155,725
Pirelli & C. SpA		15,972		185,541
Saipem SpA		4,323		194,790
Snam Rete Gas SpA		64,096		284,032
Telecom Italia SpA		13,750		12,686
Telecom Italia SpA, PFC Shares		67,529		54,075
Tenaris SA		2,360		44,237
Terna Rete Elettrica Nazionale SpA		55,693		209,394

			$	2,145,428


Japan — 2.3%
ABC-Mart, Inc.		1,500	$	65,785
Air Water, Inc.		3,000		37,591
All Nippon Airways Co., Ltd.		10,000		21,179
Aozora Bank, Ltd.		8,000		22,560
Bank of Kyoto, Ltd. (The)		12,000		103,143
Bank of Yokohama, Ltd. (The)		32,000		147,265
Benesse Holdings, Inc.		500		24,084
Bridgestone Corp.		1,300		30,367
Canon, Inc.		700		22,750
Chiba Bank, Ltd. (The)		15,000		87,617
Chugai Pharmaceutical Co., Ltd.		5,700		115,489
Chugoku Bank, Ltd. (The)		12,000		165,150
Daihatsu Motor Co., Ltd.		9,000		157,512
Dainippon Sumitomo Pharma Co., Ltd.		6,400		73,611
Electric Power Development Co., Ltd.		600		15,368
Gunma Bank, Ltd. (The)		21,000		101,313
Hachijuni Bank, Ltd. (The)		18,000		92,984
Hamamatsu Photonics K.K.		4,600		159,484
Hirose Electric Co., Ltd.		300		32,111
Hiroshima Bank, Ltd. (The)		23,000		81,815
Honda Motor Co., Ltd.		2,300		69,145
Hoya Corp.		1,500		30,379
Isetan Mitsukoshi Holdings, Ltd.		2,500		24,471
ITOCHU Techno-Solutions Corp.		1,000		51,736
Iyo Bank, Ltd. (The)		8,000		61,854
Japan Prime Realty Investment Corp.		7		21,097
Japan Real Estate Investment Corp.		3		30,040
Joyo Bank, Ltd. (The)		3,000		14,519
JX Holdings, Inc.		6,700		35,685
Kamigumi Co., Ltd.		9,000		72,585


		21		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


Japan (continued)
Kansai Paint Co., Ltd.		8,000	$	86,178
Keikyu Corp.		3,000		28,254
Keio Corp.		21,000		159,375
Keyence Corp.		1,300		345,135
Kintetsu Corp.		15,000		58,785
Kyowa Hakko Kirin Co., Ltd.		9,000		95,798
Lawson, Inc.		700		51,443
McDonald’s Holdings Co. (Japan), Ltd.		4,000		111,145
Miraca Holdings, Inc.		500		21,116
Mitsubishi Logistics Corp.		4,000		51,586
Mitsubishi Motors Corp.⁽¹⁾		35,000		30,169
Mitsubishi Tanabe Pharma Corp.		3,900		56,217
Mizuho Financial Group, Inc.		16,500		25,817
NGK Spark Plug Co., Ltd.		6,000		67,191
Nidec Corp.		400		28,466
Nippon Telegraph & Telephone Corp.		300		13,718
Nishi-Nippon City Bank, Ltd. (The)		26,000		59,286
Nitori Co., Ltd.		400		32,665
NTT DoCoMo, Inc.		219		317,337
Odakyu Electric Railway Co., Ltd.		19,000		201,605
Ono Pharmaceutical Co., Ltd.		2,600		156,986
Oracle Corp. Japan		1,600		71,154
Oriental Land Co., Ltd.		1,400		190,967
Osaka Gas Co., Ltd.		7,000		28,851
Rakuten, Inc.		20,929		188,135
Rinnai Corp.		1,000		68,300
Sankyo Co., Ltd.		1,100		49,837
Santen Pharmaceutical Co., Ltd.		3,100		135,797
Seven Bank, Ltd.		8,300		23,730
Shizuoka Bank, Ltd. (The)		22,000		225,016
Sumitomo Metal Mining Co., Ltd.		3,000		39,509
Sumitomo Rubber Industries, Ltd.		2,500		29,473
Suruga Bank, Ltd.		7,000		84,063
Suzuken Co., Ltd.		2,200		69,447
Sysmex Corp.		600		28,212
Taisho Pharmaceutical Holdings Co., Ltd.		200		16,152
Takashimaya Co., Ltd.		3,000		19,732
Takeda Pharmaceutical Co., Ltd.		1,400		65,073
Toho Gas Co., Ltd.		18,000		109,096
Tokyo Gas Co., Ltd.		16,000		84,783
TonenGeneral Sekiyu K.K.		15,000		136,127
Tsumura & Co.		800		25,583
Unicharm Corp.		3,900		211,009
USS Co., Ltd.		910		95,679
Yahoo! Japan Corp.		61		20,993
Yakult Honsha Co., Ltd.		600		27,952


Security	Shares		Value


Japan (continued)
Yamaguchi Financial Group, Inc.		3,000	$	24,856
Yamato Holdings Co., Ltd.		1,900		28,944
Yokogawa Electric Corp.		1,400		15,937

			$	6,081,368


Kuwait — 0.3%
Al Ahli Bank of Kuwait KSC		10,500	$	22,964
Boubyan Bank KSC⁽¹⁾		15,000		33,572
Boubyan Petrochemicals Co.		35,000		69,729
Burgan Bank SAK		15,000		27,164
Commercial Bank of Kuwait SAK⁽¹⁾		20,000		47,473
Gulf Bank⁽¹⁾		35,750		52,015
Gulf Cable and Electrical Industries Co.		10,000		38,402
Kuwait Finance House KSC		25,800		68,703
Kuwait Foods Co. (Americana)		2,500		14,288
Kuwait Pipes Industries & Oil Services Co.⁽¹⁾		60,000		23,422
Mabanee Co. SAKC		15,000		61,028
Mobile Telecommunications Co.		65,700		172,629
National Bank of Kuwait SAK		45,750		155,720
National Industries Group Holding⁽¹⁾		57,700		42,205
Sultan Center Food Products Co.⁽¹⁾		74,929		27,537

			$	856,851


Malaysia — 0.7%
Airasia Bhd		23,600	$	23,424
AMMB Holdings Bhd		19,900		41,609
Axiata Group Bhd		43,300		92,675
Batu Kawan Bhd		8,600		50,690
Boustead Holdings Bhd		12,050		19,798
British American Tobacco Malaysia Bhd		2,300		47,664
Dialog Group Bhd		58,400		45,915
Digi.com Bhd		33,100		57,591
Gamuda Bhd		40,100		47,420
Genting Bhd		28,200		81,716
Hong Leong Bank Bhd		14,300		68,848
IJM Corp. Bhd		22,200		36,436
IOI Corp. Bhd		49,900		82,724
Kuala Lumpur Kepong Bhd		9,400		66,004
Lafarge Malayan Cement Bhd		13,500		43,202
Malayan Banking Bhd		38,300		113,301
Malaysian Resources Corp. Bhd		41,600		23,933
Maxis Bhd		25,400		57,996
Multi-Purpose Holdings Bhd		23,600		28,078
Parkson Holdings Bhd		30,000		47,677
Petronas Chemicals Group Bhd		55,900		119,066


		22		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


Malaysia (continued)
Petronas Dagangan Bhd		8,800	$	63,688
PPB Group Bhd		12,300		54,285
Public Bank Bhd		13,900		72,443
Resorts World Bhd		59,800		70,361
RHB Capital Bhd		21,100		51,859
Sapurakencana Petroleum Bhd⁽¹⁾		56,897		46,748
Sime Darby Bhd		61,600		197,600
Telekom Malaysia Bhd		29,400		57,639
Tenaga Nasional Bhd		33,300		75,761

			$	1,886,151


Mexico — 1.4%
Alfa SAB de CV, Series A		95,800	$	176,031
America Movil SAB de CV ADR, Series L		32,000		809,280
Bolsa Mexicana de Valores SAB de CV		26,300		58,248
Cemex SAB de CV ADR⁽¹⁾		23,004		207,956
Coca Cola Femsa SAB de CV ADR		500		63,955
Compartamos SAB de CV		39,900		53,783
Corporacion GEO SAB de CV, Series B⁽¹⁾		4,400		5,282
Embotelladoras Arca SAB de CV		9,900		71,827
Empresas ICA SAB de CV⁽¹⁾		20,700		44,739
Fomento Economico Mexicano SA de CV ADR		2,400		217,464
Genomma Lab Internacional SA de CV⁽¹⁾		9,700		19,409
Grupo Aeroportuario del Pacifico SAB de CV ADR		600		28,572
Grupo Aeroportuario del Sureste SAB de CV, Class B		3,800		36,720
Grupo Bimbo SA de CV, Series A		36,500		84,936
Grupo Carso SA de CV, Series A1		13,600		49,232
Grupo Elektra SA de CV		1,000		41,378
Grupo Financiero Banorte SAB de CV, Class O		56,800		315,797
Grupo Financiero Inbursa SAB de CV, Class O		95,500		253,811
Grupo Mexico SAB de CV, Series B		65,343		209,593
Grupo Modelo SA de CV, Series C		8,400		74,031
Grupo Televisa SA ADR		5,000		113,000
Impulsora del Desarrollo y el Empleo en America Latina SA de CV, Series B1⁽¹⁾		6,400		11,007
Industrias CH SAB de CV, Series B⁽¹⁾		5,100		29,597
Industrias Penoles SA de CV		2,700		135,062
Inmuebles Carso SAB de CV⁽¹⁾		8,000		6,214
Kimberly-Clark de Mexico SAB de CV, Class A		25,000		60,600
Mexichem SAB de CV		15,232		75,497
Minera Frisco SAB de CV⁽¹⁾		12,200		48,263
Promotora y Operadora de Infraestructura SAB de CV⁽¹⁾		10,300		53,490
TV Azteca SAB de CV, Series CPO		39,000		24,513
Wal-Mart de Mexico SAB de CV, Series V		67,500		198,623

			$	3,577,910


Security	Shares		Value


Morocco — 0.4%
Afriquia Gaz		110	$	20,861
Alliances Developpement Immobilier SA		489		32,891
Attijariwafa Bank		5,100		192,094
Banque Centrale Populaire		4,000		92,191
Banque Marocaine du Commerce Exterieur (BMCE)		3,100		64,292
Cie Miniere de Touissit		110		19,263
Ciments du Maroc		400		36,451
Cosumar Compagnie Sucriere Marocaine et de Raffinage		100		18,479
Delta Holding SA		1,800		7,789
Douja Promotion Groupe Addoha SA		11,600		83,870
Lafarge Ciments		400		62,683
Managem		400		73,703
Maroc Telecom		21,800		274,349

			$	978,916


Netherlands — 1.0%
Akzo Nobel NV		4,706	$	256,139
ASML Holding NV		11,461		630,037
European Aeronautic Defence and Space Co. NV		7,168		255,109
Gemalto NV		337		30,438
Heineken Holding NV		1,465		74,433
Heineken NV		4,009		247,406
Koninklijke Ahold NV		24,653		313,945
Koninklijke DSM NV		3,945		202,867
Koninklijke KPN NV		37,806		238,316
Koninklijke Vopak NV		1,100		76,582
QIAGEN NV⁽¹⁾		6,848		119,299
Reed Elsevier NV		4,414		59,251
Unilever NV		5,995		220,344

			$	2,724,166


New Zealand — 0.1%
Auckland International Airport, Ltd.		57,862	$	127,635
Chorus, Ltd.		8,812		24,479
Contact Energy, Ltd.⁽¹⁾		13,196		60,090
Fletcher Building, Ltd.		15,850		91,675
Sky City Entertainment Group, Ltd.		9,328		29,751
Telecom Corporation of New Zealand, Ltd.		32,008		63,276

			$	396,906


Norway — 0.6%
Aker Solutions ASA		4,895	$	96,463
Gjensidige Forsikring ASA		2,549		37,221
Norsk Hydro ASA		52,769		237,567
Orkla ASA		27,033		214,145


		23		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


Norway (continued)
Seadrill, Ltd.		4,836	$	195,956
Statoil ASA		15,791		388,916
Telenor ASA		23,108		454,491
Yara International ASA		889		41,897

			$	1,666,656


Peru — 0.4%
Alicorp SA		38,300	$	108,626
Cia de Minas Buenaventura SA ADR		4,600		164,496
Credicorp, Ltd. ADR		1,640		212,118
Ferreyros SA		28,063		23,282
Grana y Montero SA		23,300		80,829
Intergroup Financial Services Corp.		500		16,000
Luz del Sur SAA		6,300		20,129
Minsur SA		20,900		18,952
Sociedad Minera Cerro Verde SAA⁽¹⁾		600		24,780
Southern Copper Corp.		4,852		184,861
Union Andina de Cementos SAA		17,000		20,270
Volcan Cia Minera SA, Class B		66,141		64,571

			$	938,914


Philippines — 0.4%
Aboitiz Equity Ventures, Inc.		41,200	$	48,214
Aboitiz Power Corp.		30,200		24,257
Alliance Global Group, Inc.		94,000		33,898
Ayala Corp.		4,000		42,938
Ayala Land, Inc.		106,900		61,100
Ayala Land, Inc., PFC Shares⁽²⁾		65,600		159
Bank of the Philippine Islands		34,400		67,557
DMCI Holdings, Inc.		24,700		32,346
International Container Terminal Services, Inc.		23,200		39,938
JG Summit Holding, Inc.		50,500		40,413
Jollibee Foods Corp.		12,900		33,100
Manila Electric Co.		3,700		25,061
Metro Pacific Investments Corp.		263,000		26,390
Philex Mining Corp.		137,100		49,855
Philex Petroleum Corp.⁽¹⁾		29,500		18,239
Philippine Long Distance Telephone Co.		1,520		97,552
Puregold Price Club, Inc.		42,100		30,565
Robinsons Land Corp.		89,500		41,270
San Miguel Corp.		9,500		25,133
Semirara Mining Corp.		5,500		29,225
SM Investments Corp.		5,000		97,389
SM Prime Holdings, Inc.		89,500		31,456
Universal Robina Corp.		21,000		36,622

			$	932,677


Security	Shares		Value


Poland — 0.7%
Agora SA		14,100	$	37,529
AmRest Holdings SE⁽¹⁾		1,400		34,535
Asseco Poland SA		5,810		72,799
Bank Pekao SA		2,800		134,501
Boryszew SA⁽¹⁾		93,680		15,551
BRE Bank SA⁽¹⁾		470		44,412
Budimex SA		710		12,057
Cyfrowy Polsat SA⁽¹⁾		17,244		78,240
Emperia Holding SA		1,350		22,841
Enea SA		4,500		21,743
Eurocash SA		6,240		76,565
ING Bank Slaski SA⁽¹⁾		1,400		38,203
Jastrzebska Spolka Weglowa SA		1,200		32,702
KGHM Polska Miedz SA		3,213		161,919
Lubelski Wegiel Bogdanka SA		1,040		39,159
Netia SA⁽¹⁾		13,000		23,662
NG2 SA		2,690		49,471
Polimex-Mostostal SA⁽¹⁾		32,200		5,673
Polish Oil & Gas⁽¹⁾		44,800		55,499
Polska Grupa Energetyczna SA		25,610		138,959
Polski Koncern Naftowy Orlen SA⁽¹⁾		7,480		102,518
Powszechna Kasa Oszczednosci Bank Polski SA		18,250		204,007
Powszechny Zaklad Ubezpieczen SA		1,417		165,756
Tauron Polska Energia SA		47,400		65,556
Telekomunikacja Polska SA		23,350		88,546
TVN SA		24,240		53,138
Zaklady Azotowe Pulawy SA		120		4,491

			$	1,780,032


Portugal — 0.1%
EDP-Energias de Portugal SA		46,501	$	126,395
Galp Energia SGPS SA, Class B		2,862		45,815
Jeronimo Martins SGPS SA		7,997		139,996
Portugal Telecom SGPS SA		7,749		38,968

			$	351,174


Qatar — 0.4%
Aamal Co. QSC⁽¹⁾		6,300	$	27,062
Commercial Bank of Qatar		1,900		37,500
Doha Bank, Ltd.		2,600		39,004
Gulf International Services QSC		3,900		32,205
Industries Qatar		4,350		181,460
Masraf Al Rayan		11,950		86,667
Qatar Electricity & Water Co.		1,400		51,164
Qatar Gas Transport Co., Ltd. (NAKILAT)		13,000		55,308


		24		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


Qatar (continued)
Qatar Islamic Bank		2,500	$	52,649
Qatar National Bank		5,448		200,227
Qatar National Cement Co.		600		16,808
Qatar National Navigation		1,500		26,496
Qatar Telecom QSC		4,394		127,373

			$	933,923


Russia — 1.3%
CTC Media, Inc.		3,900	$	32,721
E.ON Russia JSC		607,000		49,702
Etalon Group, Ltd. GDR⁽¹⁾⁽³⁾		4,600		26,588
Federal Grid Co. Unified Energy System JSC⁽¹⁾		7,226,300		47,123
Federal Hydrogenerating Co. JSC ADR		28,000		66,537
KamAZ⁽¹⁾		13,000		15,880
LUKOIL OAO ADR		5,700		345,923
Magnit OJSC		1,570		223,277
Mail.ru Group, Ltd. GDR⁽³⁾		1,800		60,100
Mechel ADR		11,100		70,485
MMC Norilsk Nickel GDR		9,100		139,872
Mobile TeleSystems OJSC		28,800		211,958
Novolipetsk Steel GDR⁽³⁾		2,500		47,292
OAO Gazprom ADR		62,400		573,143
OAO Inter Rao Ues⁽¹⁾		41,577,400		33,553
Pharmstandard OJSC GDR⁽¹⁾⁽³⁾		2,600		38,220
PIK Group GDR⁽¹⁾⁽³⁾		9,700		20,952
Rosneft Oil Co. GDR⁽¹⁾⁽³⁾		15,300		113,387
Rostelecom		30,700		120,984
Sberbank of Russia ADR		46,500		549,883
Severstal OAO GDR⁽³⁾		4,600		55,829
Surgutneftegas OJSC ADR		13,600		119,012
Surgutneftegas OJSC ADR, PFC Shares		130,200		80,568
Tatneft ADR		3,000		116,292
Uralkali OJSC GDR⁽³⁾		3,400		133,661
VimpelCom, Ltd. ADR		5,800		63,916
VTB Bank OJSC GDR⁽³⁾		30,500		105,287
X5 Retail Group NV GDR⁽¹⁾⁽³⁾		2,900		54,955
Yandex NV, Class A⁽¹⁾		1,300		30,264

			$	3,547,364


Singapore — 0.9%
Ascendas Real Estate Investment Trust		74,000	$	142,779
CapitaMall Trust		18,000		30,971
ComfortDelGro Corp., Ltd.		14,000		19,360
DBS Group Holdings, Ltd.		54,000		613,247


Security	Shares		Value


Singapore (continued)
Fraser and Neave, Ltd.		1,000	$	7,492
Oversea-Chinese Banking Corp., Ltd.		53,000		393,915
Singapore Airlines, Ltd.		23,000		199,331
Singapore Press Holdings, Ltd.		50,000		165,324
Singapore Technologies Engineering, Ltd.		30,000		86,342
Singapore Telecommunications, Ltd.		114,000		300,278
StarHub, Ltd.		11,000		33,095
United Overseas Bank, Ltd.		18,000		268,430
UOL Group, Ltd.		25,000		115,675

			$	2,376,239


South Africa — 1.4%
ABSA Group, Ltd.		4,500	$	72,148
Adcock Ingram Holdings, Ltd.		5,800		38,764
AECI, Ltd.		2,500		21,241
African Bank Investments, Ltd.		12,000		40,604
African Rainbow Minerals, Ltd.		1,000		20,968
Anglo Platinum, Ltd.		800		37,192
AngloGold Ashanti, Ltd.		4,300		145,277
Aquarius Platinum, Ltd.		15,400		9,340
Aveng, Ltd.		14,200		50,825
AVI, Ltd.		7,900		52,091
Barloworld, Ltd.		7,500		60,777
Bidvest Group, Ltd.		7,500		179,017
Capital Property Fund		19,700		22,657
Clicks Group, Ltd.		6,800		46,913
Discovery Holdings, Ltd.		7,500		47,985
FirstRand, Ltd.		26,600		88,408
Harmony Gold Mining Co., Ltd.		5,600		45,880
Impala Platinum Holdings, Ltd.		6,286		113,333
Imperial Holdings, Ltd.		3,400		77,278
Kumba Iron Ore, Ltd.		1,000		62,545
Kumba Resources, Ltd.		2,200		43,992
Liberty Holdings, Ltd.		2,300		26,669
Massmart Holdings, Ltd.		2,200		44,255
Mediclinic International, Ltd.		9,600		52,137
MMI Holdings, Ltd.		18,700		45,121
Mondi, Ltd.		3,100		33,550
Mr. Price Group, Ltd.		4,200		64,942
MTN Group, Ltd.		37,800		683,025
Murray & Roberts Holdings, Ltd.⁽¹⁾		11,600		30,157
Nampak, Ltd.		9,600		32,015
Nedbank Group, Ltd.		2,200		45,364
Netcare, Ltd.		26,000		53,964
Remgro, Ltd.		6,000		102,786
Reunert, Ltd.		5,500		48,436


		25		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


South Africa (continued)
RMB Holdings, Ltd.		12,000	$	52,720
Sanlam, Ltd.		22,500		100,549
Sasol, Ltd.		5,400		230,040
Shoprite Holdings, Ltd.		5,100		104,881
Spar Group, Ltd.		3,300		46,256
Standard Bank Group, Ltd.		13,900		171,640
Steinhoff International Holdings, Ltd.⁽¹⁾		24,600		82,767
Sun International, Ltd.		4,200		46,721
Telkom South Africa, Ltd.⁽¹⁾		7,300		15,400
Tiger Brands, Ltd.		2,600		82,667
Truworths International, Ltd.		7,200		78,405
Vodacom Group (Pty), Ltd.		8,900		112,116
Wilson Bayly Holmes-Ovcon, Ltd.		3,100		50,797
Woolworths Holdings, Ltd.		10,500		79,275

			$	3,793,890


South Korea — 1.4%
Asiana Airlines, Inc.⁽¹⁾		3,000	$	17,310
BS Financial Group, Inc.		5,220		59,084
Celltrion, Inc.		2,625		64,651
Cheil Industries, Inc.		670		57,356
Cheil Worldwide, Inc.		2,670		51,427
CJ Corp.		300		29,260
Dongbu Insurance Co., Ltd.		1,430		64,799
Hankook Tire Co., Ltd.⁽¹⁾		1,560		65,799
Hankook Tire Worldwide Co., Ltd.		3,569		46,065
Hite-Jinro Co., Ltd.		2,800		82,764
Honam Petrochemical Corp.		270		55,175
Hynix Semiconductor, Inc.⁽¹⁾		2,810		63,969
Hyundai Glovis Co., Ltd.		290		60,308
Hyundai Heavy Industries Co., Ltd.		280		58,677
Hyundai Marine & Fire Insurance Co., Ltd.		1,900		61,320
Hyundai Merchant Marine Co., Ltd.⁽¹⁾		1,080		25,988
Hyundai Motor Co.		1,000		205,519
Hyundai Steel Co.		700		50,296
Industrial Bank of Korea		4,750		52,217
Kangwon Land, Inc.		2,740		63,772
Korea Electric Power Corp.⁽¹⁾		3,470		90,005
Korea Express Co., Ltd.⁽¹⁾		100		10,406
Korea Zinc Co., Ltd.		170		69,639
Korean Air Lines Co., Ltd.⁽¹⁾		660		29,593
Korean Reinsurance Co.		4,578		44,862
KT&G Corp.		1,080		82,184
LG Chem, Ltd.		460		129,039
LG Corp.		870		53,058
LG Display Co., Ltd.⁽¹⁾		1,210		35,910
LG Electronics, Inc.		1,050		73,050


Security	Shares		Value


South Korea (continued)
LG Hausys, Ltd.		540	$	38,801
LIG Insurance Co., Ltd.		2,290		58,241
NHN Corp.		330		76,332
POSCO		760		238,909
S-Oil Corp.		590		53,950
Samsung C&T Corp.		990		53,774
Samsung Electro-Mechanics Co., Ltd.		350		29,933
Samsung Electronics Co., Ltd.		565		678,021
Samsung Engineering Co., Ltd.		370		48,297
Samsung Fine Chemicals Co., Ltd.		470		29,977
Samsung Fire & Marine Insurance Co., Ltd.		550		120,068
Samsung Heavy Industries Co., Ltd.		1,900		57,985
Samsung Life Insurance Co., Ltd.		1,380		118,849
Samsung Securities Co., Ltd.		1,500		67,104
SK Broadband Co., Ltd.⁽¹⁾		7,780		28,453
SK Chemicals Co., Ltd.		510		31,434
SK Telecom Co., Ltd. ADR		4,600		71,898
TONGYANG Securities, Inc.		9,480		33,403
Woori Finance Holdings Co., Ltd.		6,060		57,207

			$	3,746,138


Spain — 0.9%
Abertis Infraestructuras SA		7,619	$	115,076
Acerinox SA		5,359		55,938
ACS Actividades de Construccion y Servicios SA		1,151		24,598
Amadeus IT Holding SA, Class A		5,522		136,793
CaixaBank SA		23,817		90,453
Distribuidora Internacional de Alimentacion SA		4,948		29,976
Enagas		8,349		166,083
Ferrovial SA		16,609		235,022
Grifols SA⁽¹⁾		4,111		142,778
Iberdrola SA		8,261		42,783
Indra Sistemas SA		4,503		51,523
Industria de Diseno Textil SA		3,421		436,835
International Consolidated Airlines Group SA⁽¹⁾		13,289		34,982
Red Electrica Corp. SA		3,289		154,319
Repsol SA		7,962		159,565
Telefonica SA		21,422		282,744
Zardoya Otis SA		8,452		104,542

			$	2,264,010


Sweden — 0.8%
Atlas Copco AB, Class A		1,107	$	27,223
Boliden AB		14,597		255,793
Hennes & Mauritz AB, Class B		7,766		263,318


		26		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


Sweden (continued)
Holmen AB, Class B		3,062	$	90,235
Investor AB, Class B		6,033		133,174
Lundin Petroleum AB⁽¹⁾		1,265		30,352
Millicom International Cellular SA SDR		1,492		128,811
Nordea Bank AB		34,418		312,848
Scania AB, Class B		2,369		45,202
Skandinaviska Enskilda Banken AB, Class A		15,422		127,968
Skanska AB, Class B		8,481		132,855
Svenska Cellulosa AB, Class B		3,080		60,048
Swedbank AB, Class A		7,841		145,643
Tele2 AB, Class B		8,723		145,612
Telefonaktiebolaget LM Ericsson, Class B		5,785		51,250
TeliaSonera AB		40,021		263,107

			$	2,213,439


Switzerland — 1.3%
Actelion, Ltd.⁽¹⁾		2,628	$	126,847
Adecco SA		2,368		114,830
Baloise Holding AG		532		44,404
Geberit AG		193		39,863
Givaudan SA⁽¹⁾		88		88,025
Nestle SA		15,544		986,860
Novartis AG		7,290		439,591
Roche Holding AG PC		2,322		447,276
Schindler Holding AG		1,178		152,599
Schindler Holding AG PC		196		25,868
Sonova Holding AG⁽¹⁾		1,282		129,093
Sulzer AG		328		47,562
Swatch Group, Ltd. (The), Bearer Shares		365		151,083
Swiss Reinsurance Co., Ltd.		4,317		298,725
Swisscom AG		528		219,786
Tyco International, Ltd.		2,444		65,670
Zurich Insurance Group AG⁽¹⁾		482		118,823

			$	3,496,905


Taiwan — 1.3%
Acer, Inc.⁽¹⁾		73,000	$	56,352
Advanced Semiconductor Engineering, Inc.		112,931		85,221
Ambassador Hotel		22,000		22,682
Asia Cement Corp.		30,900		38,483
Asia Optical Co., Inc.⁽¹⁾		27,000		24,577
Asustek Computer, Inc.		9,000		96,286
AU Optronics Corp.⁽¹⁾		197,000		74,578
Catcher Technology Co., Ltd.		15,000		65,105
Cathay Financial Holding Co., Ltd.		89,600		89,840


Security	Shares		Value


Taiwan (continued)
Chang Hwa Commercial Bank		74,520	$	37,563
Cheng Shin Rubber Industry Co., Ltd.		25,100		63,165
Chimei Innolux Corp.⁽¹⁾		195,795		72,921
China Airlines, Ltd.⁽¹⁾		68,178		26,584
China Development Financial Holding Corp.⁽¹⁾		132,000		29,460
Chinatrust Financial Holding Co., Ltd.		105,479		58,061
Chong Hong Construction Co., Ltd.		11,110		25,404
Chunghwa Telecom Co., Ltd.		55,000		172,089
Compal Electronics, Inc.		104,000		65,418
Delta Electronics, Inc.		27,000		92,100
EVA Airways Corp.⁽¹⁾		81,000		46,953
Far Eastern Department Stores, Ltd.		30,680		28,838
Far Eastern International Bank		17,907		6,587
Far Eastern New Century Corp.		74,740		77,270
Far EasTone Telecommunications Co., Ltd.		31,000		71,559
First Financial Holding Co., Ltd.		81,280		46,113
Formosa Chemicals & Fibre Corp.		40,000		94,658
Formosa Petrochemical Corp.		17,000		49,415
Formosa Plastics Corp.		47,000		127,940
Formosan Rubber Group, Inc.		29,000		19,604
Foxconn International Holdings, Ltd.⁽¹⁾		190,000		65,675
Foxconn Technology Co., Ltd.		18,900		65,539
Fubon Financial Holding Co., Ltd.		70,496		72,225
Giant Manufacturing Co., Ltd.		6,000		30,991
Goldsun Development & Construction Co., Ltd.		63,000		22,190
Hotai Motor Co., Ltd.		6,000		42,673
Hua Nan Financial Holdings Co., Ltd.		45,177		23,714
Kerry TJ Logistics Co., Ltd.		7,000		11,155
Mega Financial Holding Co., Ltd.		89,900		65,303
Nan Ya Plastics Corp.		61,000		107,436
Pou Chen Corp.		50,000		50,547
President Chain Store Corp.		10,000		49,422
Quanta Computer, Inc.		50,000		114,114
Radiant Opto-Electronics Corp.		16,300		67,700
Radium Life Tech Co., Ltd.		32,309		20,088
Ruentex Industries, Ltd.		19,000		42,804
Sanyang Industrial Co., Ltd.⁽¹⁾		29,000		18,439
Shin Kong Synthetic Fibers Corp.		71,000		21,770
Siliconware Precision Industries Co., Ltd.		71,000		68,993
Sincere Navigation		24,000		20,114
Solar Applied Materials Technology Corp.		7,699		8,580
Standard Foods Corp.		10,480		26,830
Synnex Technology International Corp.		33,000		69,755
Taishin Financial Holdings Co., Ltd.		58,835		21,017
Taiwan Cement Corp.		43,000		55,060
Taiwan Cooperative Financial Holding Co., Ltd.		73,692		38,308


		27		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


Taiwan (continued)
Taiwan Fertilizer Co., Ltd.		11,000	$	26,179
Tong Yang Industry Co., Ltd.		5,200		4,191
TPK Holding Co., Ltd.		5,887		73,840
TTY Biopharm Co., Ltd.		7,480		23,347
Uni-President Enterprises Corp.		61,170		107,990
United Microelectronics Corp.		222,000		82,316
Waterland Financial Holdings		65,520		19,816
Wei Chuan Food Corp.		21,000		22,337
Wistron Corp.		68,100		65,328
Yageo Corp.⁽¹⁾		120,000		34,711
Yieh Phui Enterprise		63,240		17,613
Yuanta Financial Holding Co., Ltd.		96,000		43,322
Yuen Foong Yu Paper Manufacturing Co., Ltd.		49,000		19,946
Yulon Motor Co., Ltd.		22,000		38,318

			$	3,544,522


Thailand — 0.7%
Advanced Info Service PCL⁽⁴⁾		26,500	$	170,246
Airports of Thailand PCL⁽⁴⁾		17,900		47,790
Bangkok Bank PCL⁽⁴⁾		8,600		50,548
Bangkok Dusit Medical Services PCL⁽⁴⁾		15,700		54,336
Bank of Ayudhya PCL⁽⁴⁾		53,400		51,550
Banpu PCL⁽⁴⁾		2,300		29,322
BEC World PCL⁽⁴⁾		15,500		29,711
Berli Jucker PCL⁽⁴⁾		18,000		37,627
Big C Supercenter PCL⁽⁴⁾		4,000		24,397
BTS Group Holdings PCL		102,400		19,340
Bumrungrad Hospital PCL⁽⁴⁾		3,800		9,370
Central Pattana PCL⁽⁴⁾		21,300		49,086
Charoen Pokphand Foods PCL⁽⁴⁾		52,900		60,671
CP ALL PCL⁽⁴⁾		73,500		95,035
Delta Electronics (Thailand) PCL⁽⁴⁾		29,900		28,449
Dynasty Ceramic PCL⁽⁴⁾		2,900		4,484
Electricity Generating PCL⁽⁴⁾		7,500		32,005
Esso Thailand PCL⁽⁴⁾		18,000		6,312
Glow Energy PCL⁽⁴⁾		13,700		31,878
Hana Microelectronics PCL⁽⁴⁾		37,700		26,992
Home Product Center PCL⁽⁴⁾		15,960		5,926
IRPC PCL⁽⁴⁾		142,000		19,828
Kasikornbank PCL⁽⁴⁾		16,600		96,526
Krung Thai Bank PCL⁽⁴⁾		72,950		42,884
Land & Houses PCL⁽⁴⁾		82,300		23,004
Minor International PCL⁽⁴⁾		44,000		26,197
PTT Exploration & Production PCL⁽⁴⁾		15,900		85,782
PTT Global Chemical PCL⁽⁴⁾		24,500		48,526
PTT PCL⁽⁴⁾		12,700		131,305


Security	Shares		Value


Thailand (continued)
Ratchaburi Electricity Generating Holding PCL⁽⁴⁾		9,000	$	15,853
Robinson Department Store PCL⁽⁴⁾		3,700		7,308
Shin Corp. PCL⁽⁴⁾		15,000		30,621
Siam Cement PCL⁽⁴⁾		4,100		55,407
Siam City Cement PCL⁽⁴⁾		1,600		22,174
Siam Commercial Bank PCL⁽⁴⁾		21,300		111,352
Siam Makro PCL⁽⁴⁾		1,900		28,420
Sino Thai Engineering & Construction PCL⁽⁴⁾		35,300		24,586
Thai Beverage PCL		169,000		60,135
Thai Oil PCL⁽⁴⁾		17,500		37,912
Thai Union Frozen Products PCL⁽⁴⁾		11,160		26,156
Thanachart Capital PCL⁽⁴⁾		19,800		23,795
TMB Bank PCL⁽⁴⁾		355,700		21,246
Total Access Communication PCL⁽⁴⁾		13,600		36,524
TPI Polene PCL⁽⁴⁾		11,900		5,455
True Corp. PCL⁽¹⁾		206,200		34,203

			$	1,880,274


Turkey — 0.7%
Akbank TAS		33,800	$	163,084
Akenerji Elektrik Uretim AS⁽¹⁾		17,000		19,826
Aksa Akrilik Kimya Sanayii AS		1,200		3,152
Anadolu Efes Biracilik ve Malt Sanayii AS		4,000		60,081
Arcelik AS		7,400		48,908
BIM Birlesik Magazalar AS		2,200		102,200
Cimsa Cimento Sanayi ve Ticaret AS		4,600		21,750
Coca-Cola Icecek AS		1,500		29,146
Dogan Sirketler Grubu Holding AS⁽¹⁾		10,000		4,350
Eczacibasi Ilac Sanayi ve Ticaret AS		2,500		2,650
Enka Insaat ve Sanayi AS		24,976		66,330
Eregli Demir ve Celik Fabrikalari TAS		56,200		66,778
Ford Otomotiv Sanayi AS		2,100		21,541
Haci Omer Sabanci Holding AS		17,200		90,829
Ihlas Holding AS⁽¹⁾		44,800		32,734
Is Gayrimenkul Yatirim Ortakligi AS		23,800		19,250
Kardemir Karabuk Demir Celik Sanayi ve Ticaret AS, Class D		38,500		28,343
KOC Holding AS		23,520		110,501
Koza Altin Isletmeleri AS		1,900		41,399
Koza Anadolu Metal Madencilik Isletmeleri AS⁽¹⁾		9,300		23,612
Petkim Petrokimya Holding AS		15,600		17,844
Tekfen Holding AS		6,700		24,244
Tofas Turk Otomobil Fabrikasi AS		4,800		26,797
Trakya Cam Sanayii AS⁽¹⁾		2,530		3,096
Tupras-Turkiye Petrol Rafinerileri AS		4,500		110,061
Turk Hava Yollari Anonim Ortakligi (THY) AS⁽¹⁾		23,500		54,433
Turk Sise ve Cam Fabrikalari AS		21,446		31,353


		28		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


Turkey (continued)
Turk Telekomunikasyon AS		18,100	$	70,749
Turkcell Iletisim Hizmetleri AS⁽¹⁾		25,900		158,238
Turkiye Garanti Bankasi AS		39,700		189,685
Turkiye Halk Bankasi AS		5,800		51,171
Turkiye Is Bankasi		24,300		82,742
Turkiye Sinai Kalkinma Bankasi AS		25,025		28,770
Turkiye Vakiflar Bankasi TAO		19,300		45,461
Ulker Gida Sanayi ve Ticaret AS		5,300		24,045
Yapi ve Kredi Bankasi AS⁽¹⁾		16,600		42,639
Yazicilar Holding AS		3,200		25,607

			$	1,943,399


United Arab Emirates — 0.4%
Abu Dhabi Commercial Bank (PJSC)		132,000	$	118,402
Abu Dhabi National Hotels		13,000		6,428
Air Arabia (PJSC)		286,700		53,314
Aldar Properties (PJSC)		119,000		43,458
DP World, Ltd.		18,000		212,912
Dubai Financial Market⁽¹⁾		107,700		29,594
Dubai Islamic Bank (PJSC)		26,000		14,277
Emaar Properties (PJSC)		164,700		161,204
First Gulf Bank (PJSC)		25,200		71,270
National Bank of Abu Dhabi (PJSC)		53,835		145,082
Ras Al Khaimah Ceramics⁽¹⁾		82,200		26,661
Union National Bank		61,500		51,728

			$	934,330


United Kingdom — 2.7%
Associated British Foods PLC		4,094	$	91,618
AstraZeneca PLC		10,627		492,825
BAE Systems PLC		57,966		292,569
BHP Billiton PLC		9,231		295,865
BP PLC		56,900		406,357
Bunzl PLC		1,911		31,655
Burberry Group PLC		8,212		154,944
Centrica PLC		79,298		415,150
Compass Group PLC		12,242		134,515
Croda International PLC		816		29,053
Diageo PLC		3,575		102,204
Experian PLC		3,566		61,695
GlaxoSmithKline PLC		4,970		111,365
Globaltrans Investment PLC GDR⁽³⁾		2,700		49,990
Imperial Tobacco Group PLC		1,027		38,841
Kingfisher PLC		5,668		26,538
Marks & Spencer Group PLC		10,988		69,934


Security	Shares		Value


United Kingdom (continued)
National Grid PLC		1,714	$	19,547
Next PLC		4,932		284,311
Randgold Resources, Ltd.		1,330		158,985
Reckitt Benckiser Group PLC		334		20,235
Reed Elsevier PLC		2,870		28,113
Rexam PLC		23,339		168,521
Rolls-Royce Holdings PLC		32,731		452,322
Rolls-Royce Holdings PLC, PFC Shares⁽¹⁾		2,487,556		4,014
Royal Dutch Shell PLC, Class A		17,627		604,830
Royal Dutch Shell PLC, Class B		19,325		683,572
Sage Group PLC (The)		36,503		183,337
Serco Group PLC		14,171		129,716
Severn Trent PLC		1,097		28,451
Shire PLC		7,492		210,672
SSE PLC		1,270		29,704
Subsea 7 SA		4,061		89,025
Tesco PLC		51,741		267,730
Tullow Oil PLC		10,062		228,596
Unilever PLC		603		22,494
United Utilities Group PLC		1,376		15,044
Vodafone Group PLC		130,295		353,833
Whitbread PLC		2,865		108,879
WM Morrison Supermarkets PLC		68,010		294,466

			$	7,191,515


United States — 19.3%
3M Co.		4,029	$	352,940
A.O. Smith Corp.		271		16,469
Abaxis, Inc.⁽¹⁾		1,922		70,691
Abbott Laboratories		5,546		363,374
Acadia Realty Trust		2,351		60,374
Acorda Therapeutics, Inc.⁽¹⁾		2,871		68,760
Acuity Brands, Inc.		418		27,045
Advance Auto Parts, Inc.		215		15,252
Advanced Energy Industries, Inc.⁽¹⁾		178		2,102
Advisory Board Co. (The)⁽¹⁾		845		40,138
Affymax, Inc.⁽¹⁾		2,189		49,887
AGL Resources, Inc.		1,729		70,595
Air Products and Chemicals, Inc.		1,065		82,569
Airgas, Inc.		769		68,418
Akamai Technologies, Inc.⁽¹⁾		501		19,033
Alaska Air Group, Inc.⁽¹⁾		1,448		55,372
Alere, Inc.⁽¹⁾		1,686		32,371
Alexion Pharmaceuticals, Inc.⁽¹⁾		1,229		111,077
Allegiant Travel Co.⁽¹⁾		636		46,263
Allergan, Inc.		1,480		133,082


		29		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


United States (continued)
ALLETE, Inc.		1,557	$	64,802
Alliant Energy Corp.		254		11,354
Allied Nevada Gold Corp.⁽¹⁾		1,142		42,163
Allied World Assurance Co. Holdings, Ltd.		261		20,958
Altera Corp.		2,732		83,271
Altria Group, Inc.		13,358		424,784
Amazon.com, Inc.⁽¹⁾		1,448		337,123
Amdocs, Ltd.		1,060		35,054
American Express Co.		2,133		119,384
American Greetings Corp.		1,423		24,433
American States Water Co.		747		32,883
American Tower Corp.		2,498		188,074
American Water Works Co., Inc.		2,751		101,072
Amerigroup Corp.⁽¹⁾		588		53,708
AmerisourceBergen Corp.		1,704		67,206
Amgen, Inc.		2,715		234,970
Amsurg Corp.⁽¹⁾		2,208		62,972
Analog Devices, Inc.		4,022		157,300
Analogic Corp.		311		22,908
Anworth Mortgage Asset Corp.		9,836		60,393
AOL, Inc.⁽¹⁾		2,076		71,269
Aon PLC		5,340		288,093
Apple, Inc.⁽¹⁾		1,214		722,451
Applied Industrial Technologies, Inc.		1,936		78,582
Applied Materials, Inc.		10,835		114,851
Applied Micro Circuits Corp.⁽¹⁾		443		2,569
AptarGroup, Inc.		278		14,256
Aqua America, Inc.		2,857		72,539
Arbitron, Inc.		2,655		96,536
Arch Capital Group, Ltd.⁽¹⁾		2,260		99,779
Argo Group International Holdings, Ltd.		1,765		60,716
Arthur J. Gallagher & Co.		1,506		53,373
Ascena Retail Group, Inc.⁽¹⁾		684		13,543
Ascent Capital Group, Inc., Series A⁽¹⁾		880		52,316
Associated Banc-Corp.		2,471		31,851
Astoria Financial Corp.		1,769		17,743
AT&T, Inc.		20,733		717,154
Atlantic Power Corp.		10,651		159,978
ATMI, Inc.⁽¹⁾		1,089		21,508
Atmos Energy Corp.		625		22,481
Automatic Data Processing, Inc.		5,575		322,179
AutoNation, Inc.⁽¹⁾		435		19,314
AutoZone, Inc.⁽¹⁾		257		96,375
Auxilium Pharmaceuticals, Inc.⁽¹⁾		2,802		57,385
Avago Technologies, Ltd.		1,933		63,847
Avid Technology, Inc.⁽¹⁾		2,833		16,630


Security	Shares		Value


United States (continued)
Avista Corp.		2,940	$	74,735
Axis Capital Holdings, Ltd.		1,105		40,023
AZZ, Inc.		1,018		40,150
Badger Meter, Inc.		95		4,070
Balchem Corp.		310		10,797
Banco Latinoamericano de Comercio Exterior SA, Class E		936		21,060
Bank of Hawaii Corp.		1,027		45,352
Bank of New York Mellon Corp. (The)		3,363		83,100
Bank of the Ozarks, Inc.		480		15,715
BankUnited, Inc.		892		21,149
Banner Corp.		95		2,754
BB&T Corp.		3,474		100,572
BBCN Bancorp, Inc.		8,227		98,148
Berkshire Hathaway, Inc., Class B⁽¹⁾		4,321		373,118
Bio Reference Labs, Inc.⁽¹⁾		808		22,430
Biogen Idec, Inc.⁽¹⁾		653		90,258
BioMarin Pharmaceutical, Inc.⁽¹⁾		519		19,224
BJ’s Restaurants, Inc.⁽¹⁾		404		13,352
Black Hills Corp.		1,679		60,058
Blackbaud, Inc.		2,611		62,063
Bob Evans Farms, Inc.		1,846		70,277
Boston Private Financial Holdings, Inc.		2,240		20,653
Briggs & Stratton Corp.		114		2,252
Bristol-Myers Squibb Co.		8,350		277,637
Bristow Group, Inc.		1,838		91,753
Brookline Bancorp, Inc.		365		3,095
Brooks Automation, Inc.		1,961		14,158
Brown and Brown, Inc.		1,635		41,774
Buffalo Wild Wings, Inc.⁽¹⁾		272		20,658
Bunge, Ltd.		1,570		111,517
C.H. Robinson Worldwide, Inc.		2,614		157,703
CACI International, Inc.⁽¹⁾		279		14,070
California Water Service Group		1,648		30,356
Campbell Soup Co.		4,538		160,055
Capitol Federal Financial, Inc.		4,335		51,630
Carnival Corp.		2,309		87,465
Cash America International, Inc.		371		14,502
Caterpillar, Inc.		600		50,886
Cathay General Bancorp		119		2,105
Cato Corp. (The)		716		20,320
Cavium, Inc.⁽¹⁾		570		18,913
Celgene Corp.⁽¹⁾		2,991		219,300
CenturyLink, Inc.		9,031		346,610
Cerner Corp.⁽¹⁾		1,940		147,809
CH Energy Group, Inc.		444		28,873
Charles River Laboratories⁽¹⁾		1,062		39,634


		30		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


United States (continued)
Cheesecake Factory, Inc. (The)		534	$	17,654
Chemed Corp.		1,048		70,478
Chemical Financial Corp.		534		12,560
Chesapeake Lodging Trust		3,061		57,700
Chevron Corp.		5,754		634,148
Children’s Place Retail Stores, Inc. (The)⁽¹⁾		61		3,564
Chipotle Mexican Grill, Inc.⁽¹⁾		395		100,539
CIRCOR International, Inc.		48		1,656
Cirrus Logic, Inc.⁽¹⁾		932		37,988
City Holding Co.		521		18,298
City National Corp.		1,034		52,837
Clean Energy Fuels Corp.⁽¹⁾		1,714		19,625
Clean Harbors, Inc.⁽¹⁾		1,813		105,789
Clorox Co. (The)		1,193		86,254
Coca-Cola Co. (The)		12,379		460,251
Cogent Communications Group, Inc.		1,139		24,728
Cognizant Technology Solutions Corp., Class A⁽¹⁾		2,868		191,152
Colgate-Palmolive Co.		833		87,432
Colony Financial, Inc.		5,004		100,130
Columbia Banking System, Inc.		563		9,971
Comcast Corp., Class A		1,636		61,366
Comerica, Inc.		2,539		75,688
Comfort Systems USA, Inc.		269		2,932
Commerce Bancshares, Inc.		135		5,141
Commercial Metals Co.		134		1,844
comScore, Inc.⁽¹⁾		719		10,188
Concho Resources, Inc.⁽¹⁾		45		3,875
CONMED Corp.		3,682		101,844
ConocoPhillips		5,628		325,580
Consolidated Edison, Inc.		4,839		292,179
Cooper Industries PLC		1,919		143,810
Copa Holdings SA, Class A		659		61,168
Corporate Executive Board Co. (The)		80		3,597
Costar Group, Inc.⁽¹⁾		320		26,528
Costco Wholesale Corp.		4,626		455,337
Covanta Holding Corp.		3,410		61,994
Cracker Barrel Old Country Store, Inc.		1,244		79,181
Credit Acceptance Corp.⁽¹⁾		192		15,677
Cree, Inc.⁽¹⁾		606		18,380
CreXus Investment Corp.		5,405		60,806
Cullen/Frost Bankers, Inc.		777		42,968
Cummins, Inc.		780		72,992
CVB Financial Corp.		7,964		86,170
CVR Energy, Inc.⁽²⁾		122		0
CVS Caremark Corp.		5,108		237,011
Danaher Corp.		1,617		83,647


Security	Shares		Value


United States (continued)
Darden Restaurants, Inc.		2,469	$	129,919
DaVita, Inc.⁽¹⁾		546		61,436
Delta Air Lines, Inc.⁽¹⁾		2,450		23,594
Deluxe Corp.		758		23,885
Devon Energy Corp.		1,518		88,363
Dexcom, Inc.⁽¹⁾		3,460		45,326
Dime Community Bancshares, Inc.		239		3,466
Discovery Communications, Inc., Class A⁽¹⁾		1,976		116,624
Dollar Tree, Inc.⁽¹⁾		318		12,679
Dominion Resources, Inc.		2,526		133,322
Donaldson Co., Inc.		148		4,776
DSW, Inc., Class A		62		3,881
DTE Energy Co.		1,213		75,327
Duke Energy Corp.		5,552		364,711
E.I. du Pont de Nemours & Co.		3,091		137,611
Earthlink, Inc.		3,876		24,574
eBay, Inc.⁽¹⁾		3,719		179,591
Ecolab, Inc.		3,073		213,881
Edwards Lifesciences Corp.⁽¹⁾		785		68,162
El Paso Electric Co.		3,562		121,072
Electronics for Imaging, Inc.⁽¹⁾		5,006		86,904
Eli Lilly & Co.		5,543		269,556
EMC Corp.⁽¹⁾		5,696		139,096
EMCOR Group, Inc.		999		32,128
Emergent Biosolutions, Inc.⁽¹⁾		156		2,073
Emerson Electric Co.		5,206		252,127
Endurance Specialty Holdings, Ltd.		1,489		60,379
Ennis, Inc.		1,146		17,534
EnPro Industries, Inc.⁽¹⁾		539		19,706
Ensign Group, Inc. (The)		73		2,129
Enstar Group, Ltd.⁽¹⁾		607		60,700
Enzon Pharmaceuticals, Inc.⁽¹⁾		394		2,589
Equifax, Inc.		1,187		59,397
Erie Indemnity Co.		207		12,880
ESCO Technologies, Inc.		2,149		80,459
Everest Re Group, Ltd.		692		76,847
Exelon Corp.		1,921		68,733
Expeditors International of Washington, Inc.		1,284		47,007
Exponent, Inc.⁽¹⁾		386		21,222
Express Scripts Holding Co.⁽¹⁾		1,186		72,986
Exxon Mobil Corp.		9,110		830,559
EZCorp, Inc.⁽¹⁾		560		11,010
FactSet Research Systems, Inc.		766		69,361
Family Dollar Stores, Inc.		1,027		67,741
Fastenal Co.		688		30,754
FedEx Corp.		2,715		249,753


		31		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


United States (continued)
Fidelity National Information Services, Inc.		2,258	$	74,220
First Cash Financial Services, Inc.⁽¹⁾		448		20,008
First Citizens BancShares, Inc.		21		3,544
First Commonwealth Financial Corp.		2,296		15,039
First Financial Bankshares, Inc.		3,302		119,631
First Horizon National Corp.		4,074		37,929
First Midwest Bancorp, Inc.		1,278		15,809
First Niagara Financial Group, Inc.		8,625		71,415
Fiserv, Inc.⁽¹⁾		1,110		83,183
Flushing Financial Corp.		237		3,685
Foot Locker, Inc.		669		22,412
Formfactor, Inc.⁽¹⁾		278		1,268
Forrester Research, Inc.		85		2,460
Forward Air Corp.		2,416		80,622
Franklin Electric Co., Inc.		1,014		58,751
Fred’s, Inc., Class A		136		1,843
Fresh Del Monte Produce, Inc.		545		13,718
Frontier Communications Corp.		17,145		80,924
FTI Consulting, Inc.⁽¹⁾		578		15,005
Gartner, Inc.⁽¹⁾		2,164		100,431
General Mills, Inc.		3,945		158,116
Genesco, Inc.⁽¹⁾		287		16,445
Gilead Sciences, Inc.⁽¹⁾		1,040		69,846
Global Payments, Inc.		916		39,159
Global Power Equipment Group, Inc.		486		8,213
Google, Inc., Class A⁽¹⁾		810		550,614
Gorman-Rupp Co. (The)		396		10,692
Government Properties Income Trust		2,609		57,894
Granite Construction, Inc.		1,060		32,023
Greatbatch, Inc.⁽¹⁾		748		16,441
Greenlight Capital Re, Ltd.⁽¹⁾		2,332		59,583
Gulfmark Offshore, Inc.⁽¹⁾		628		20,297
H.J. Heinz Co.		1,049		60,328
Halliburton Co.		1,149		37,101
Hancock Holding Co.		96		3,033
Hanger Orthopedic Group, Inc.⁽¹⁾		2,264		57,392
Harsco Corp.		72		1,439
Hawaiian Electric Industries Co.		635		16,434
Haynes International, Inc.		345		17,485
Healthcare Services Group, Inc.		2,476		59,176
HeartWare International, Inc.⁽¹⁾		378		31,744
HEICO Corp.		2,531		97,773
Herbalife, Ltd.		344		17,664
Hershey Co. (The)		849		58,454
Hillenbrand, Inc.		4,098		83,886
Hittite Microwave Corp.⁽¹⁾		1,054		59,699


Security	Shares		Value


United States (continued)
HollyFrontier Corp.		5,601	$	216,367
Hologic, Inc.⁽¹⁾		891		18,372
Home BancShares, Inc.		131		4,538
Home Depot, Inc. (The)		5,550		340,659
Home Federal Bancorp Inc.		165		1,884
Howard Hughes Corp. (The)⁽¹⁾		581		40,670
Hubbell, Inc., Class B		819		68,567
Huron Consulting Group, Inc.⁽¹⁾		508		14,656
Hyatt Hotels Corp.⁽¹⁾		535		19,528
IAC/InterActiveCorp		1,224		59,180
IBERIABANK Corp.		578		28,779
ICF International, Inc.⁽¹⁾		619		11,359
ICG Group, Inc.⁽¹⁾		1,883		19,734
ICU Medical, Inc.⁽¹⁾		542		32,157
IDACORP, Inc.		1,875		83,850
IDEX Corp.		526		22,371
IHS, Inc.⁽¹⁾		719		60,676
Illinois Tool Works, Inc.		3,377		207,111
Independent Bank Corp.		64		1,889
Insperity, Inc.		424		11,071
Integrys Energy Group, Inc.		1,243		67,172
Intel Corp.		23,188		501,440
International Business Machines Corp.		3,810		741,159
International Rectifier Corp.⁽¹⁾		819		12,686
Intersil Corp.		9,699		68,378
Investors Bancorp, Inc.		1,430		25,726
IPC The Hospitalist Co., Inc.⁽¹⁾		70		2,414
Isis Pharmaceuticals, Inc.⁽¹⁾		2,198		19,013
ITC Holdings Corp.		89		7,086
J & J Snack Foods Corp.		1,452		83,156
J.B. Hunt Transport Services, Inc.		68		3,992
j2 Global, Inc.		3,293		98,922
Jack Henry & Associates, Inc.		616		23,408
Jack in the Box, Inc.⁽¹⁾		3,531		91,841
JetBlue Airways Corp.⁽¹⁾		6,734		35,623
John Wiley & Sons, Inc., Class A		776		33,663
Johnson & Johnson		6,946		491,916
Jones Lang LaSalle, Inc.		750		58,305
Jos. A. Bank Clothiers, Inc.⁽¹⁾		699		32,706
Kaiser Aluminum Corp.		534		32,350
Kellogg Co.		2,117		110,761
Kennametal, Inc.		372		13,176
KeyCorp		5,730		48,247
Kimberly-Clark Corp.		678		56,579
Kinder Morgan, Inc.		7,985		277,159
Kirby Corp.⁽¹⁾		273		15,692


		32		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


United States (continued)
Knight Transportation, Inc.		1,032	$	15,604
Kohl’s Corp.		3,487		185,787
Kraft Foods Group, Inc.⁽¹⁾		2,014		91,597
L.B. Foster Co., Class A		65		2,146
Laboratory Corp. of America Holdings⁽¹⁾		1,125		95,321
Laclede Group, Inc. (The)		85		3,539
Lam Research Corp.⁽¹⁾		953		33,736
Landstar System, Inc.		65		3,292
Layne Christensen Co.⁽¹⁾		4,051		90,297
Lennox International, Inc.		972		48,649
Lindsay Corp.		1,473		112,493
Lions Gate Entertainment Corp.⁽¹⁾		6,528		108,887
Live Nation, Inc.⁽¹⁾		312		2,855
LivePerson, Inc.⁽¹⁾		524		8,222
Loews Corp.		2,581		109,125
LogMeIn, Inc.⁽¹⁾		288		7,108
Lowe’s Companies, Inc.		4,032		130,556
LSI Corp.⁽¹⁾		2,402		16,454
LTC Properties, Inc.		1,803		59,517
Luminex Corp.⁽¹⁾		903		14,520
M&T Bank Corp.		3,079		320,524
Madison Square Garden Co. (The)⁽¹⁾		1,273		52,397
Manhattan Associates, Inc.⁽¹⁾		1,011		60,660
Marathon Oil Corp.		2,619		78,727
Marathon Petroleum Corp.		6,766		371,656
Marsh & McLennan Cos., Inc.		7,940		270,198
Martin Marietta Materials, Inc.		722		59,428
MasterCard, Inc., Class A		717		330,487
Matson, Inc.		40		850
Maxim Integrated Products, Inc.		362		9,964
MAXIMUS, Inc.		806		44,475
McCormick & Co., Inc.		1,706		105,124
McDonald’s Corp.		6,822		592,150
McGraw-Hill Cos., Inc. (The)		2,828		156,332
McKesson Corp.		1,807		168,611
MDC Holdings, Inc.		765		29,254
Medicines Co. (The)⁽¹⁾		888		19,465
Men’s Wearhouse, Inc. (The)		473		15,510
Merck & Co., Inc.		9,284		423,629
Meredith Corp.		1,343		44,950
MGE Energy, Inc.		1,364		71,801
Micrel, Inc.		1,588		15,388
Microchip Technology, Inc.		2,817		88,313
Microsoft Corp.		15,627		445,916
Minerals Technologies, Inc.		466		33,394
Mondelez International, Inc., Class A		8,252		219,008


Security	Shares		Value


United States (continued)
Monsanto Co.		2,549	$	219,392
Morningstar, Inc.		230		14,485
MSCI, Inc., Class A⁽¹⁾		554		14,925
Mueller Industries, Inc.		843		36,923
Murphy Oil Corp.		1,445		86,700
MWI Veterinary Supply, Inc.⁽¹⁾		182		19,114
MYR Group, Inc.⁽¹⁾		151		3,198
National Fuel Gas Co.		69		3,636
National Health Investors, Inc.		1,125		60,086
National Healthcare Corp.		397		18,905
National Oilwell Varco, Inc.		1,213		89,398
Nektar Therapeutics⁽¹⁾		3,830		34,470
Neogen Corp.⁽¹⁾		1,438		61,532
Neustar, Inc., Class A⁽¹⁾		1,008		36,883
New Jersey Resources Corp.		845		37,569
New York Community Bancorp, Inc.		12,950		179,487
Newmont Mining Corp.		9,702		529,244
NextEra Energy, Inc.		2,168		151,890
NIC, Inc.		4,561		65,222
NIKE, Inc., Class B		650		59,397
Nordic American Tankers, Ltd.		221		1,856
Nordstrom, Inc.		704		39,966
Northeast Utilities		1,364		53,605
Northern Trust Corp.		2,242		107,123
NorthStar Realty Finance Corp.		9,360		61,495
Northwest Bancshares, Inc.		1,264		15,042
Northwest Natural Gas Co.		439		20,427
NorthWestern Corp.		3,393		121,503
NPS Pharmaceuticals, Inc.⁽¹⁾		322		2,975
NVR, Inc.⁽¹⁾		181		163,577
O’Reilly Automotive, Inc.⁽¹⁾		1,077		92,277
Occidental Petroleum Corp.		1,056		83,382
OGE Energy Corp.		1,366		78,654
Omnicare, Inc.		523		18,059
Omnicell, Inc.⁽¹⁾		750		10,935
Omnicom Group, Inc.		1,471		70,476
Oneok, Inc.		2,995		141,663
OpenTable, Inc.⁽¹⁾		392		18,412
Optimer Pharmaceuticals, Inc.⁽¹⁾		224		2,137
Oracle Corp.		5,099		158,324
OraSure Technologies, Inc.⁽¹⁾		2,027		18,365
Oritani Financial Corp.		251		3,835
PacWest Bancorp		170		3,825
Pall Corp.		947		59,623
Panera Bread Co., Class A⁽¹⁾		557		93,932
Papa John’s International, Inc.⁽¹⁾		88		4,692


		33		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


United States (continued)
Park National Corp.		28	$	1,863
Parker Hannifin Corp.		637		50,106
PartnerRe, Ltd.		1,012		81,972
Paychex, Inc.		3,735		121,126
Penn National Gaming, Inc.⁽¹⁾		436		17,627
PennyMac Mortgage Investment Trust		1,550		39,432
People’s United Financial, Inc.		15,905		191,337
PepsiCo, Inc.		7,132		493,820
Perrigo Co.		595		68,431
Pfizer, Inc.		14,478		360,068
PG&E Corp.		1,670		71,008
Philip Morris International, Inc.		7,726		684,215
Phillips 66		1,807		85,218
Piedmont Natural Gas Co., Inc.		1,147		36,555
Pinnacle Financial Partners, Inc.⁽¹⁾		706		13,802
Platinum Underwriters Holdings, Ltd.		1,923		85,381
PNC Financial Services Group, Inc.		1,865		108,524
PNM Resources, Inc.		251		5,562
Portland General Electric Co.		180		4,932
Power Integrations, Inc.		543		16,062
PPG Industries, Inc.		786		92,025
Praxair, Inc.		3,379		358,884
Prestige Brands Holdings, Inc.⁽¹⁾		5,759		100,149
priceline.com, Inc.⁽¹⁾		548		314,426
Pricesmart, Inc.		293		24,316
Procter & Gamble Co.		6,358		440,228
Provident Financial Services, Inc.		968		14,520
QUALCOMM, Inc.		2,132		124,882
Quanex Building Products Corp.		1,483		29,319
Quanta Services, Inc.⁽¹⁾		1,816		47,089
Rackspace Hosting, Inc.⁽¹⁾		363		23,119
Ralph Lauren Corp.		500		76,845
RBC Bearings, Inc.⁽¹⁾		1,715		85,167
Red Robin Gourmet Burgers, Inc.⁽¹⁾		583		19,472
Regal-Beloit Corp.		1,222		79,650
Regeneron Pharmaceuticals, Inc.⁽¹⁾		232		33,014
Regis Corp.		3,562		59,343
RenaissanceRe Holdings, Ltd.		605		49,223
Renasant Corp.		115		2,117
Republic Services, Inc.		4,420		125,307
Retail Opportunity Investments Corp.		2,403		30,422
Reynolds American, Inc.		5,944		247,508
RLI Corp.		877		59,794
Rockwell Automation, Inc.		283		20,110
Ross Stores, Inc.		632		38,520
Royal Gold, Inc.		1,114		98,121


Security	Shares		Value


United States (continued)
RR Donnelley & Sons Co.		3,058	$	30,641
RTI International Metals, Inc.⁽¹⁾		124		2,826
Ryman Hospitality Properties⁽¹⁾		570		22,236
S&T Bancorp, Inc.		987		17,342
salesforce.com, inc.⁽¹⁾		521		76,056
Salix Pharmaceuticals, Ltd.⁽¹⁾		49		1,913
Sandy Spring Bancorp, Inc.		98		1,874
SBA Communications Corp., Class A⁽¹⁾		993		66,164
Scansource, Inc. Com⁽¹⁾		2,169		63,443
SCBT Financial Corp.		56		2,222
Schlumberger, Ltd.		3,647		253,576
Scholastic Corp.		469		15,472
SEACOR Holdings, Inc.⁽¹⁾		1,250		109,637
Seattle Genetics, Inc.⁽¹⁾		1,072		26,972
Selective Insurance Group, Inc.		3,029		56,006
SemGroup Corp.⁽¹⁾		520		20,093
Sempra Energy		2,702		188,464
Semtech Corp.⁽¹⁾		1,185		29,589
Sequenom, Inc.⁽¹⁾		4,068		12,651
Sherwin-Williams Co. (The)		1,898		270,617
Sigma-Aldrich Corp.		459		32,194
Signature Bank⁽¹⁾		2,142		152,596
Silicon Laboratories, Inc.⁽¹⁾		602		24,333
Simmons First National Corp., Class A		64		1,593
South Jersey Industries, Inc.		2,512		127,082
Southern Co. (The)		7,349		344,227
Southwest Airlines Co.		14,855		131,021
Southwest Gas Corp.		640		27,821
Southwestern Energy Co.⁽¹⁾		1,662		57,671
Spectra Energy Corp.		11,579		334,286
St. Jude Medical, Inc.		1,397		53,449
Stage Stores, Inc.		106		2,597
Standex International Corp.		316		14,612
Stanley Black & Decker, Inc.		1,456		100,901
Starbucks Corp.		4,435		203,566
Stericycle, Inc.⁽¹⁾		1,795		170,094
Stryker Corp.		1,122		59,017
SVB Financial Group⁽¹⁾		62		3,509
Sysco Corp.		3,381		105,048
Targa Resources Corp.		1,170		59,588
Target Corp.		2,875		183,281
Techne Corp.		1,218		82,044
Teekay Corp.		1,030		31,528
Tejon Ranch Co.⁽¹⁾		64		1,916
Telephone & Data Systems, Inc.		3,483		86,622
Teradata Corp.⁽¹⁾		1,269		86,685


		34		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Shares		Value


United States (continued)
Tesoro Corp.		2,403	$	90,617
Tetra Tech, Inc.⁽¹⁾		1,285		33,333
Texas Capital Bancshares, Inc.⁽¹⁾		504		23,925
Texas Industries, Inc.⁽¹⁾		575		24,800
Texas Instruments, Inc.		7,641		214,636
Texas Roadhouse, Inc.		1,171		19,064
TFS Financial Corp.⁽¹⁾		2,168		19,404
Thomson Reuters Corp.		4,401		124,372
Time Warner, Inc.		4,463		193,917
TJX Companies, Inc. (The)		6,817		283,792
Toro Co. (The)		482		20,350
Towers Watson & Co., Class A		885		47,533
Tredegar Corp.		1,164		19,753
Trex Co., Inc.⁽¹⁾		90		3,145
Trustco Bank Corp.		2,143		11,958
Trustmark Corp.		5,461		128,170
TW Telecom, Inc.⁽¹⁾		2,447		62,325
Tyler Technologies, Inc.⁽¹⁾		1,390		66,456
U.S. Bancorp		6,533		216,961
UGI Corp.		1,894		61,157
UIL Holdings Corp.		310		11,213
Ultra Petroleum Corp.⁽¹⁾		985		22,468
Umpqua Holdings Corp.		2,564		30,999
Union Pacific Corp.		1,496		184,053
United Bankshares, Inc.		3,988		95,034
United Financial Bancorp, Inc.		103		1,583
United Parcel Service, Inc., Class B		5,983		438,255
United Technologies Corp.		2,915		227,836
United Therapeutics Corp.⁽¹⁾		358		16,350
UnitedHealth Group, Inc.		2,569		143,864
Universal Corp., VA		663		32,858
URS Corp.		1,580		52,898
Valero Energy Corp.		8,861		257,855
Valmont Industries, Inc.		389		52,554
Valspar Corp.		409		22,916
Vectren Corp.		104		3,075
VeriSign, Inc.⁽¹⁾		2,079		77,069
Verisk Analytics, Inc., Class A⁽¹⁾		126		6,426
Verizon Communications, Inc.		15,115		674,734
Viacom, Inc., Class B		2,332		119,562
Visa, Inc., Class A		3,349		464,707
Vistaprint NV⁽¹⁾		466		14,199
Vitamin Shoppe, Inc.⁽¹⁾		274		15,684
Volterra Semiconductor Corp.⁽¹⁾		459		8,340
W.W. Grainger, Inc.		978		196,979
Wal-Mart Stores, Inc.		9,838		738,047


Security	Shares		Value


United States (continued)
Walgreen Co.		1,930	$	67,994
Walt Disney Co. (The)		1,306		64,085
Washington Federal, Inc.		2,109		35,389
Washington Post Co., Class B		309		103,055
Waste Connections, Inc.		3,629		119,140
Waste Management, Inc.		8,126		266,045
Watsco, Inc.		560		38,276
Watson Pharmaceuticals, Inc.⁽¹⁾		2,113		181,612
Watts Water Technologies, Inc.		53		2,132
Webster Financial Corp.		146		3,212
Wells Fargo & Co.		4,961		167,136
Wendy’s Co. (The)		3,955		16,888
Wesbanco, Inc.		84		1,848
Westamerica Bancorporation		65		2,868
Western Alliance Bancorp⁽¹⁾		1,256		12,887
Western Refining, Inc.		1,219		30,317
Western Union Co.		1,860		23,622
WGL Holdings, Inc.		936		37,225
White Mountains Insurance Group, Ltd.		31		15,894
Williams Cos., Inc.		1,447		50,631
Windstream Corp.		1,997		19,051
Wisconsin Energy Corp.		1,552		59,705
World Fuel Services Corp.		1,435		49,795
WPX Energy, Inc.⁽¹⁾		758		12,841
Wright Medical Group, Inc.⁽¹⁾		4,020		81,686
Xilinx, Inc.		3,164		103,653
Yahoo! Inc.⁽¹⁾		3,584		60,247
Yum! Brands, Inc.		5,429		380,627
Zions Bancorporation		2,563		55,028

			$	50,787,711


Total Common Stocks (identified cost $144,878,920)			$	151,302,116



Equity-Linked Securities⁽⁵⁾ — 1.3%


Security	Maturity Date		Shares		Value


India⁽⁶⁾ — 1.3%
ABB Ltd.		11/2/16		1,900	$	26,049
Adani Enterprises Ltd.		11/2/16		7,600		30,400
Adani Ports and Special Economic Zone		11/2/16		14,900		35,239
Adani Power Ltd.		11/2/16		11,200		10,024
Apollo Hospitals Enterprises Ltd.		11/2/16		1,900		27,541
Asian Paints Ltd.		8/17/16		800		57,552
Axis Bank Ltd.		10/8/14		4,400		96,712


		35		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Security	Maturity Date		Shares		Value


India (continued)
Bajaj Auto Ltd.		7/29/16		700	$	23,629
Bank of Baroda		9/29/14		2,700		36,410
Bharat Forge Ltd.		11/2/16		4,200		21,189
Bharat Heavy Electricals Ltd.		9/29/14		13,100		54,758
Bharti Airtel Ltd.		9/29/14		26,800		134,402
Cairn India Ltd.		9/29/14		10,500		65,625
Cipla Ltd.		9/29/14		3,000		20,250
Coal India Ltd.		11/2/16		12,000		77,220
Colgate-Palmolive (India) Ltd.		10/1/14		1,300		31,057
Divi’s Laboratories Ltd.		11/2/16		1,200		26,736
DLF Ltd.		11/2/16		15,800		59,566
Essar Oil Ltd.		11/2/16		28,700		33,436
Exide Industries Ltd.		11/2/16		8,400		22,092
Federal Bank Ltd.		7/29/16		5,000		45,025
GAIL India Ltd.		4/6/16		8,100		52,528
GlaxoSmithKline Pharmaceuticals Ltd.		11/3/16		500		18,628
Glenmark Pharmaceuticals Ltd.		11/2/16		4,500		35,820
Grasim Industries Ltd.		9/29/14		300		18,470
Gujarat State Petronet Ltd.		11/2/16		16,300		22,902
Hero Motocorp Ltd.		10/8/14		1,300		45,415
Hindalco Industries Ltd.		6/30/16		19,100		41,351
Hindustan Petroleum Corp., Ltd.		10/13/14		4,800		26,640
Hindustan Unilever Ltd.		10/1/14		9,900		100,584
Hindustan Zinc Ltd.		10/13/14		11,300		28,137
IDBI Bank Ltd.		11/2/16		28,400		48,990
Idea Cellular Ltd.		11/2/16		24,600		39,114
IFCI Ltd.		10/13/14		94,100		48,461
Indiabulls Financial Services Ltd.		11/2/16		9,200		42,734
Indian Oil Corp., Ltd.		4/26/16		10,700		51,788
IndusInd Bank Ltd.		12/15/14		10,600		71,709
Infrastructure Development Finance Company Ltd.		10/8/14		22,400		67,536
ITC Ltd.		9/29/14		21,300		111,825
Jaiprakash Associates Ltd.		10/13/14		17,200		27,950
Jindal Steel and Power Ltd. JSPL		9/29/14		6,800		49,062
Kotak Mahindra Bank Ltd.		10/13/14		4,600		51,612
Larsen & Toubro Ltd.		11/4/14		2,200		66,506
Lupin Ltd.		11/2/16		2,000		21,050
Mahindra & Mahindra Ltd.		10/15/14		3,700		60,809
Maruti Suzuki India Ltd.		9/29/14		800		21,376
National Hydroelectric Power Corp., Ltd.		11/2/16		57,100		22,840
Nestle India, Ltd.		9/8/15		400		34,936
NMDC Ltd.		11/2/16		14,500		47,560
NTPC Ltd.		4/26/16		28,500		87,637
Oil and Natural Gas Corp., Ltd.		4/26/16		27,700		138,084
Oil India Ltd.		11/2/16		5,450		48,941


Security	Maturity Date		Shares		Value


India (continued)
Power Finance Co.		7/27/15		16,100	$	55,464
Power Grid Corp. of India Ltd.		11/16/15		29,800		63,176
Ranbaxy Laboratories Ltd.		11/2/16		2,000		19,560
Reliance Communications Ltd.		4/26/16		10,200		10,251
Reliance Infrastructure Ltd.		4/26/16		3,900		34,028
Reliance Power Ltd.		11/2/16		9,700		16,684
Shriram Transport Finance Co.		9/24/14		4,800		55,752
Siemens Ltd.		11/2/16		3,200		40,848
Sun Pharmaceutical Industries Ltd.		4/26/16		4,300		55,448
Tata Chemicals Ltd.		6/30/16		5,500		32,340
Tata Consultancy Services Ltd.		10/13/14		7,000		171,115
Tata Power Co., Ltd.		4/26/16		25,400		50,038
Tata Steel Ltd.		10/13/14		5,500		40,067
Torrent Power Ltd.		11/2/16		800		2,284
Union Bank of India Ltd.		7/29/16		14,000		50,890
United Breweries Ltd.		11/2/16		2,200		31,537
Wipro Ltd.		10/13/14		8,200		53,423
Yes Bank Ltd.		11/2/16		5,900		45,135

					$	3,313,947


Kuwait⁽⁷⁾ — 0.0%⁽⁸⁾
Al Safwa Group Holding Co. KSC		11/15/13		160,000	$	5,888
Kuwait Finance House KSC		1/14/14		5,000		13,418
Kuwait Foods Co. (Americana)		11/15/13		2,500		19,549
Kuwait Pipes Industries & Oil Services Co.		5/16/14		20,000		7,680
National Mobile Telecommunications Co. KSC		1/7/14		2,500		14,306

					$	60,841


Total Equity-Linked Securities (identified cost $3,404,879)					$	3,374,788



Rights⁽¹⁾ — 0.0%⁽⁸⁾


Security	Shares	Value

Polimex-Mostostal SA, Exp. 12/31/12	32,200	$	149


Total Rights (identified cost $0)		$	149


		36		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Portfolio of Investments — continued


Short-Term Investments — 47.4%

U.S. Treasury Obligations — 24.6%


Security	Principal Amount (000’s omitted)		Value
U.S. Treasury Bill, 0.00%, 1/31/13	$	12,500	$	12,496,525
U.S. Treasury Bill, 0.00%, 5/2/13		12,500		12,490,488
U.S. Treasury Bill, 0.00%, 2/7/13⁽⁹⁾		20,000		19,994,020
U.S. Treasury Bill, 0.00%, 10/17/13		20,000		19,967,000


Total U.S. Treasury Obligations (identified cost $64,945,017)			$	64,948,033


Other — 22.8%


Description	Interest (000’s omitted)		Value
Eaton Vance Cash Reserves Fund, LLC, 0.12%⁽¹⁰⁾	$	60,066	$	60,066,122


Total Other (identified cost $60,066,122)			$	60,066,122


Total Short-Term Investments (identified cost $125,011,139)			$	125,014,155


Total Investments — 106.1% (identified cost $273,294,938)			$	279,691,208


Other Assets, Less Liabilities — (6.1)%			$	(15,985,729	)


Net Assets — 100.0%			$	263,705,479

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


ADR	–	American Depositary Receipt
CDI	–	CHESS Depositary Interest
GDR	–	Global Depositary Receipt
PC	–	Participation Certificate
PCL	–	Public Company Ltd.
PFC Shares	–	Preference Shares
SDR	–	Swedish Depositary Receipt

⁽¹⁾

Non-income producing security.

⁽²⁾

For fair value measurement disclosure purposes, security is categorized as Level 3 (see Note 8).

⁽³⁾

⁽⁴⁾

Indicates a foreign registered security. Shares issued to foreign investors in markets that have foreign ownership limits.

⁽⁵⁾

⁽⁶⁾

Security whose performance, including redemption at maturity, is linked to the price of the underlying equity security. The investment is subject to credit risk of the issuing financial institution (JPMorgan Chase) in addition to the market risk of the underlying security.

⁽⁷⁾

Security whose performance, including redemption at maturity, is linked to the price of the underlying equity security. The investment is subject to credit risk of the issuing financial institution (Citigroup Global Markets Holdings Inc.) in addition to the market risk of the underlying security.

⁽⁸⁾

Amount is less than 0.05%.

⁽⁹⁾

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

⁽¹⁰⁾	Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of October 31, 2012.


Currency Concentration of Portfolio


Currency	Percentage of Net Assets			Value
United States Dollar		71.9	%	$	189,416,451
Euro		7.3			19,042,605
Hong Kong Dollar		2.7			7,178,443
British Pound Sterling		2.7			7,061,840
Japanese Yen		2.3			6,081,368
South African Rand		1.4			3,784,550
South Korean Won		1.4			3,674,240
Australian Dollar		1.3			3,552,818
New Taiwan Dollar		1.3			3,478,847
Swiss Franc		1.3			3,431,235
Other currency, less than 1% each		12.5			32,988,811

Total Investments		106.1	%	$	279,691,208


Sector Classification of Portfolio


Sector	Percentage of Net Assets			Value
Financials		11.4	%	$	29,972,233
Industrials		6.5			17,198,625
Consumer Staples		6.2			16,293,173
Consumer Discretionary		5.9			15,421,541
Information Technology		5.8			15,342,856
Energy		5.3			13,910,639
Materials		5.2			13,675,644
Health Care		4.6			12,208,080
Telecommunication Services		4.2			11,125,452
Utilities		3.6			9,528,810
Short-Term Investments		47.4			125,014,155

Total Investments		106.1	%	$	279,691,208


		37		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Statement of Assets and Liabilities


Assets	October 31, 2012
Unaffiliated investments, at value (identified cost, $213,228,816)	$	219,625,086
Affiliated investment, at value (identified cost, $60,066,122)		60,066,122
Cash		6,304,176
Restricted cash*		5,173,550
Foreign currency, at value (identified cost, $215,191)		215,195
Dividends receivable		171,510
Interest receivable from affiliated investment		7,094
Receivable for variation margin on open financial futures contracts		344,141
Receivable for open forward foreign currency exchange contracts		147,139
Receivable for open swap contracts		1,523,159
Tax reclaims receivable		37,548
Receivable from affiliates		4,000
Total assets	$	293,618,720

Liabilities
Payable for investments purchased	$	25,013,510
Payable for open forward foreign currency exchange contracts		262,100
Payable for open swap contracts		1,750,117
Payable for closed swap contracts		2,569,418
Payable to affiliates:
Investment adviser fee		194,682
Trustees’ fees		672
Accrued foreign capital gains taxes		1,212
Accrued expenses		121,530
Total liabilities	$	29,913,241
Net Assets applicable to investors’ interest in Portfolio	$	263,705,479

Sources of Net Assets
Investors’ capital	$	254,981,556
Net unrealized appreciation		8,723,923
Total	$	263,705,479

*	Represents restricted cash on deposit at the broker as collateral for open financial contracts.


		38		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Statement of Operations


Investment Income	Year Ended October 31, 2012
Dividends (net of foreign taxes, $206,843)	$	2,568,642
Interest		22,131
Interest allocated from affiliated investment		46,304
Expenses allocated from affiliated investment		(5,955	)
Total investment income	$	2,631,122

Expenses
Investment adviser fee	$	1,409,961
Trustees’ fees and expenses		5,830
Custodian fee		337,888
Legal and accounting services		119,240
Stock dividend tax		3,758
Miscellaneous		19,733
Total expenses	$	1,896,410
Deduct —
Allocation of expenses to affiliates	$	65,577
Reduction of custodian fee		27
Total expense reductions	$	65,604

Net expenses	$	1,830,806

Net investment income	$	800,316

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	(1,718	)
Investment transactions allocated from affiliated investment		541
Financial futures contracts		(6,360,115	)
Swap contracts		(1,780,752	)
Foreign currency and forward foreign currency exchange contract transactions		397,780
Net realized loss	$	(7,744,264	)
Change in unrealized appreciation (depreciation) —
Investments (net of increase in accrued foreign capital gains taxes of $1,212)	$	6,395,058
Financial futures contracts		2,671,089
Swap contracts		(226,958	)
Foreign currency and forward foreign currency exchange contracts		(115,266	)
Net change in unrealized appreciation (depreciation)	$	8,723,923

Net realized and unrealized gain	$	979,659

Net increase in net assets from operations	$	1,779,975


		39		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Statement of Changes in Net Assets


Increase (Decrease) in Net Assets	Year Ended October 31, 2012
From operations —
Net investment income	$	800,316
Net realized loss from investment transactions, financial futures contracts, swap contracts and foreign currency and forward foreign currency exchange contract transactions		(7,744,264	)
Net change in unrealized appreciation (depreciation) from investments, financial futures contracts, swap contracts, foreign currency and forward foreign currency exchange contracts		8,723,923
Net increase in net assets from operations	$	1,779,975
Capital transactions —
Contributions	$	286,927,481
Withdrawals		(25,001,977	)
Net increase in net assets from capital transactions	$	261,925,504
Net increase in net assets	$	263,705,479

Net Assets
At beginning of year	$	—
At end of year	$	263,705,479


		40		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Consolidated Supplementary Data


Ratios/Supplemental Data	Year Ended October 31, 2012
Ratios (as a percentage of average daily net assets):
Expenses⁽¹⁾		1.30	%⁽²⁾
Net investment income		0.56	%
Portfolio Turnover		22	%

Total Return		1.60	%

Net assets, end of year (000’s omitted)	$	263,705

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

⁽²⁾	The investment adviser subsidized certain operating expenses (equal to 0.05% of average daily net assets for the year ended October 31, 2012). A portion of the subsidy was borne by the sub-adviser. Absent this subsidy, total return would be lower.


		41		See Notes to Consolidated Financial Statements.

Parametric Structured Absolute Return Portfolio

October 31, 2012

Notes to Consolidated Financial Statements

1 Significant Accounting Policies

Parametric Structured Absolute Return Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a non-diversified, open-end management investment company. The Portfolio commenced operations on November 1, 2011. The Portfolio’s investment objective is total return. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At October 31, 2012, Eaton Vance Multi-Strategy Absolute Return Fund, Eaton Vance Multi-Strategy All Market Fund and Eaton Vance Parametric Structured Absolute Return Fund held an interest of 67.7%, 4.8% and 23.3%, respectively, in the Portfolio.

The Portfolio seeks to gain exposure to the commodity markets, in whole or in part, through investments in PSAR Commodity Subsidiary, Ltd. (the Subsidiary), a wholly-owned subsidiary of the Portfolio organized under the laws of the Cayman Islands with the same objective and investment policies and restrictions as the Portfolio. The Portfolio may invest up to 25% of its total assets in the Subsidiary. The net assets of the Subsidiary at October 31, 2012 were $12,537,014 or 4.8% of the Portfolio’s consolidated net assets. The accompanying consolidated financial statements include the accounts of the Subsidiary. Intercompany balances and transactions have been eliminated in consolidation.

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

A Investment Valuation — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing price on the day of valuation or, if no sales took place on such date, at the mean between the closing bid and asked prices therefore on the exchange where such securities are principally traded. Equity securities listed on the NASDAQ Global or Global Select Market generally are valued at the NASDAQ official closing price. Unlisted or listed securities for which closing sales prices or closing quotations are not available are valued at the mean between the latest available bid and asked prices or, in the case of preferred equity securities that are not listed or traded in the over-the-counter market, by a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Short-term obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded foreign securities generally is determined as of the close of trading on the principal exchange on which such securities trade. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the close of regular trading on the New York Stock Exchange. When valuing foreign equity securities that meet certain criteria, the Portfolio’s Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Financial futures contracts are valued at the closing settlement price established by the board of trade or exchange on which they are traded. Forward foreign currency exchange contracts are generally valued at the mean of the average bid and average asked prices that are reported by currency dealers to a third party pricing service at the valuation time. Such third party pricing service valuations are supplied for specific settlement periods and the Portfolio’s forward foreign currency exchange contracts are valued at an interpolated rate between the closest preceding and subsequent settlement period reported by the third party pricing service. Total return swaps are valued by obtaining the value of the underlying index or instrument and reference interest rate from a third party pricing service. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the 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.


		42

Parametric Structured Absolute Return Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

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

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

In addition to the requirements of the Internal Revenue Code, the Portfolio may also be subject to local taxes on the recognition of capital gains in certain countries. In determining the daily net asset value, the Portfolio estimates the accrual for such taxes, if any, based on the unrealized appreciation on certain portfolio securities and the related tax rates. Taxes attributable to unrealized appreciation are included in the change in unrealized appreciation (depreciation) on investments. Capital gains taxes on securities sold are included in net realized gain (loss) on investments.

Prior to December 1, 2011, the Portfolio was subject to a two percent transaction tax on foreign currency inflows for new investments in Brazil. For the year ended October 31, 2012, such tax amounted to $6,556 and is included in net realized gain (loss) on foreign currency and forward foreign currency exchange contract transactions.

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

I Financial Futures Contracts — Upon entering into a financial futures contract, the Portfolio is required to deposit with the broker, either in cash or securities, an amount equal to a certain percentage of the purchase price (initial margin). Subsequent payments, known as variation margin, are made or received by the Portfolio each business day, depending on the daily fluctuations in the value of the underlying security or index, and are recorded as unrealized gains or losses by the Portfolio. Gains (losses) are realized upon the expiration or closing of the financial futures contracts. Should market conditions change unexpectedly, the Portfolio may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. Futures


		43

Parametric Structured Absolute Return Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

contracts have minimal counterparty risk as they are exchange traded and the clearinghouse for the exchange is substituted as the counterparty, guaranteeing counterparty performance.

K Total Return Swaps — In a total return swap, the buyer receives a periodic return equal to the total return of a specified security, securities or index for a specified period of time. In return, the buyer pays the counterparty a fixed or variable stream of payments, typically based upon short-term interest rates, possibly plus or minus an agreed upon spread. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains and losses. Periodic payments received or made are recorded as realized gains or losses. The Portfolio is exposed to credit loss in the event of nonperformance by the swap counterparty. Risk may also arise from the unanticipated movements in value of interest rates, securities, or the index.

2 Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio and the Subsidiary. Pursuant to the investment advisory agreement between the Portfolio and BMR and the investment advisory agreement between the Subsidiary and BMR, the Portfolio and Subsidiary each pay BMR a fee at an annual rate of 1.00% of its respective average daily net assets up to $500 million and is payable monthly. On net assets of $500 million and over, the annual fee is reduced. In determining the investment adviser fee for the Portfolio and Subsidiary, the applicable advisory fee rate is based on the average daily net assets of the Portfolio (inclusive of its interest in the Subsidiary). Such fee rate is then assessed separately on the Portfolio’s average daily net assets (exclusive of its interest in the Subsidiary) and the Subsidiary’s average daily net assets to determine the amount of the investment adviser fee. Pursuant to sub-advisory agreements, BMR pays Parametric Portfolio Associates LLC (Parametric), a majority-owned subsidiary of Eaton Vance Corp., a portion of its adviser fee for sub-advisory services provided to the Portfolio and the Subsidiary. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended October 31, 2012, the Portfolio’s investment adviser fee amounted to $1,409,961 or 1.00% of the Portfolio’s consolidated average daily net assets. Pursuant to a voluntary expense reimbursement, BMR and Parametric were allocated $65,577 in total of the Portfolio’s operating expenses for the year ended October 31, 2012.

3 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $166,599,214 and $18,313,591, respectively, for the year ended October 31, 2012.

4 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at October 31, 2012, as determined on a federal income tax basis, were as follows:



Aggregate cost	$	273,649,186

Gross unrealized appreciation	$	10,357,775
Gross unrealized depreciation		(4,315,753	)

Net unrealized appreciation	$	6,042,022

The net unrealized depreciation on swap contracts, foreign currency and forward foreign currency exchange contracts at October 31, 2012 on a federal income tax basis was $222,279.


		44

Parametric Structured Absolute Return Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

5 Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include forward foreign currency exchange contracts, financial futures contracts and swap contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

A summary of obligations under these financial instruments at October 31, 2012 is as follows:


Forward Foreign Currency Exchange Contracts


Purchases
Settlement Date	In Exchange For	Deliver	Counterparty	Net Unrealized Appreciation (Depreciation)

11/23/12	Australian Dollar 3,680,530	United States Dollar 3,756,349	State Street Bank and Trust Co.	$	57,886
11/23/12	Australian Dollar 470,549	United States Dollar 484,520	State Street Bank and Trust Co.		3,123
11/23/12	Australian Dollar 490,768	United States Dollar 509,074	State Street Bank and Trust Co.		(477	)
11/23/12	British Pound Sterling 2,346,773	United States Dollar 3,773,517	State Street Bank and Trust Co.		13,316
11/23/12	British Pound Sterling 329,254	United States Dollar 527,827	State Street Bank and Trust Co.		3,468
11/23/12	British Pound Sterling 312,178	United States Dollar 503,665	State Street Bank and Trust Co.		76
11/23/12	Canadian Dollar 524,931	United States Dollar 527,760	State Street Bank and Trust Co.		(2,403	)
11/23/12	Canadian Dollar 539,546	United States Dollar 549,419	State Street Bank and Trust Co.		(9,436	)
11/23/12	Canadian Dollar 3,687,929	United States Dollar 3,764,268	State Street Bank and Trust Co.		(73,350	)
11/23/12	Euro 2,911,304	United States Dollar 3,775,554	State Street Bank and Trust Co.		(1,378	)
11/23/12	Euro 397,586	United States Dollar 519,697	State Street Bank and Trust Co.		(4,271	)
11/23/12	Euro 361,777	United States Dollar 474,159	State Street Bank and Trust Co.		(5,157	)
11/23/12	Israeli Shekel 1,825,798	United States Dollar 478,521	State Street Bank and Trust Co.		(8,823	)
11/23/12	Israeli Shekel 1,959,849	United States Dollar 513,445	State Street Bank and Trust Co.		(9,261	)
11/23/12	Israeli Shekel 14,529,521	United States Dollar 3,787,231	State Street Bank and Trust Co.		(49,418	)
11/23/12	New Zealand Dollar 4,615,448	United States Dollar 3,772,206	State Street Bank and Trust Co.		18,472
11/23/12	New Zealand Dollar 610,162	United States Dollar 497,721	State Street Bank and Trust Co.		3,406
11/23/12	New Zealand Dollar 646,071	United States Dollar 530,269	State Street Bank and Trust Co.		350
11/23/12	Norwegian Krone 21,527,179	United States Dollar 3,767,840	State Street Bank and Trust Co.		5,159


		45

Parametric Structured Absolute Return Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Forward Foreign Currency Exchange Contracts (continued)


Purchases
Settlement Date	In Exchange For	Deliver	Counterparty	Net Unrealized Appreciation (Depreciation)

11/23/12	Norwegian Krone 2,869,953	United States Dollar 505,647	State Street Bank and Trust Co.	$	(2,640	)
11/23/12	Norwegian Krone 2,709,870	United States Dollar 481,549	State Street Bank and Trust Co.		(6,599	)
11/23/12	Singapore Dollar 4,626,588	United States Dollar 3,786,481	State Street Bank and Trust Co.		6,341
11/23/12	Singapore Dollar 615,573	United States Dollar 503,837	State Street Bank and Trust Co.		803
11/23/12	Singapore Dollar 597,276	United States Dollar 490,588	State Street Bank and Trust Co.		(948	)
11/23/12	Swedish Krona 25,261,584	United States Dollar 3,775,480	State Street Bank and Trust Co.		30,704
11/23/12	Swedish Krona 3,215,115	United States Dollar 487,693	State Street Bank and Trust Co.		(3,269	)
11/23/12	Swedish Krona 3,036,819	United States Dollar 463,262	State Street Bank and Trust Co.		(5,702	)
11/23/12	Swiss Franc 3,518,066	United States Dollar 3,774,830	State Street Bank and Trust Co.		3,938
11/23/12	Swiss Franc 479,514	United States Dollar 518,002	State Street Bank and Trust Co.		(2,954	)
11/23/12	Swiss Franc 440,180	United States Dollar 477,377	State Street Bank and Trust Co.		(4,578	)
11/26/12	Japanese Yen 41,032,471	United States Dollar 513,998	State Street Bank and Trust Co.		97
11/26/12	Japanese Yen 42,885,735	United States Dollar 541,213	State Street Bank and Trust Co.		(3,898	)
11/26/12	Japanese Yen 295,082,183	United States Dollar 3,764,620	State Street Bank and Trust Co.		(67,538	)

				$	(114,961	)


Futures Contracts
Expiration Month/Year	Contracts	Position	Aggregate Cost			Value			Net Unrealized Appreciation

12/12	325 E-mini MSCI EAFE Index	Short	$	(25,208,778	)	$	(24,674,001	)	$	534,777
12/12	494 E-mini MSCI Emerging Markets Index	Short		(24,896,880	)		(24,453,000	)		443,880
12/12	564 E-mini S&P 500 Index	Short		(40,936,950	)		(39,671,760	)		1,265,190
12/12	664 United States Dollar Index	Long		52,684,126			53,111,368			427,242

									$	2,671,089


		46

Parametric Structured Absolute Return Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

Total Return Swaps

Counterparty

Notional
Amount

Portfolio
Pays/Receives
Return on
Reference
Index

Reference Index

Portfolio
Pays/Receives
Rate

Rate

Expiration
Date

Net Unrealized
Appreciation
(Depreciation)

Bank of America

$22,504,681

Pays

Total Return on MSCI Daily Net Emerging Markets USD Index

Receives

3-Month
USD-LIBOR-
BBA+0.07%

10/31/13

238

Bank of America

24,750,153

Pays

Total Return on MSCI Daily Net EAFE USD Index

Receives

3-Month
USD-LIBOR-
BBA-0.32%

10/31/13

)

Merrill Lynch International

37,885,968

Pays

Excess Return on Dow Jones - UBS Commodity Index

Pays

0.15%

12/12/12

1,044,107

Merrill Lynch International

11,772,899

Pays

Excess Return on Dow Jones - UBS Commodity Index

Pays

0.15

12/12/12

391,420

Merrill Lynch International

3,127,841

Receives

Excess Return on S&P GSCI 1 Month Forward Aluminum Index

Pays

0.23

12/12/12

(139,460

)

Merrill Lynch International

980,392

Receives

Excess Return on S&P GSCI 1 Month Forward Aluminum Index

Pays

0.23

12/12/12

(56,481

)

Merrill Lynch International

781,960

Receives

Excess Return on S&P GSCI 1 Month Forward Brent Crude Index

Pays

0.23

12/12/12

(37,002

)

Merrill Lynch International

245,098

Receives

Excess Return on S&P GSCI 1 Month Forward Brent Crude Index

Pays

0.23

12/12/12

(9,826

)

Merrill Lynch International

3,127,841

Receives

Excess Return on S&P GSCI 1 Month Forward Copper Index

Pays

0.23

12/12/12

(176,238

)

Merrill Lynch International

980,392

Receives

Excess Return on S&P GSCI 1 Month Forward Copper Index

Pays

0.23

12/12/12

(55,206

)

Merrill Lynch International

781,960

Receives

Excess Return on S&P GSCI 1 Month Forward Crude Oil Index

Pays

0.23

12/12/12

(53,417

)

Merrill Lynch International

245,098

Receives

Excess Return on S&P GSCI 1 Month Forward Crude Oil Index

Pays

0.23

12/12/12

(16,594

)


		47

Parametric Structured Absolute Return Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Total Return Swaps (continued)
Counterparty	Notional Amount		Portfolio Pays/Receives Return on Reference Index	Reference Index	Portfolio Pays/Receives Rate	Rate			Expiration Date		Net Unrealized Appreciation (Depreciation)

Merrill Lynch International	$	3,127,841	Receives	Excess Return on S&P GSCI 1 Month Forward GasOil Index	Pays		0.23	%		12/12/12	$	(102,849	)
Merrill Lynch International		980,392	Receives	Excess Return on S&P GSCI 1 Month Forward GasOil Index	Pays		0.23			12/12/12		(29,061	)
Merrill Lynch International		3,127,841	Receives	Excess Return on S&P GSCI 1 Month Forward Gold Index	Pays		0.23			12/12/12		(60,701	)
Merrill Lynch International		980,392	Receives	Excess Return on S&P GSCI 1 Month Forward Gold Index	Pays		0.23			12/12/12		(14,451	)
Merrill Lynch International		1,563,920	Receives	Excess Return on S&P GSCI 1 Month Forward Lead Index	Pays		0.23			12/12/12		(70,740	)
Merrill Lynch International		490,196	Receives	Excess Return on S&P GSCI 1 Month Forward Lead Index	Pays		0.23			12/12/12		(21,517	)
Merrill Lynch International		1,563,920	Receives	Excess Return on S&P GSCI 1 Month Forward Nickel Index	Pays		0.23			12/12/12		(90,357	)
Merrill Lynch International		490,196	Receives	Excess Return on S&P GSCI 1 Month Forward Nickel Index	Pays		0.23			12/12/12		(32,052	)
Merrill Lynch International		1,563,920	Receives	Excess Return on S&P GSCI 1 Month Forward Silver Index	Pays		0.23			12/12/12		(43,337	)
Merrill Lynch International		490,196	Receives	Excess Return on S&P GSCI 1 Month Forward Silver Index	Pays		0.23			12/12/12		(8,302	)
Merrill Lynch International		3,127,841	Receives	Excess Return on S&P GSCI 1 Month Forward Unleaded Gasoline Index	Pays		0.23			12/12/12		(175,910	)
Merrill Lynch International		980,392	Receives	Excess Return on S&P GSCI 1 Month Forward Unleaded Gasoline Index	Pays		0.23			12/12/12		(42,817	)


		48

Parametric Structured Absolute Return Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Total Return Swaps (continued)
Counterparty	Notional Amount		Portfolio Pays/Receives Return on Reference Index	Reference Index	Portfolio Pays/Receives Rate	Rate			Expiration Date		Net Unrealized Appreciation (Depreciation)

Merrill Lynch International	$	1,563,920	Receives	Excess Return on S&P GSCI 1 Month Forward Zinc Index	Pays		0.23	%		12/12/12	$	(46,551	)
Merrill Lynch International		490,196	Receives	Excess Return on S&P GSCI 1 Month Forward Zinc Index	Pays		0.23			12/12/12		(14,526	)
Merrill Lynch International		245,098	Receives	Excess Return on S&P GSCI Platinum Index	Pays		0.23			12/12/12		(9,967	)
Merrill Lynch International		781,960	Receives	Excess Return on S&P GSCI Platinum Index	Pays		0.23			12/12/12		(43,840	)
Merrill Lynch International		781,960	Receives	Excess Return on S&P GSCI 1 Month Forward Cocoa Index	Pays		0.28			12/12/12		563
Merrill Lynch International		245,098	Receives	Excess Return on S&P GSCI 1 Month Forward Cocoa Index	Pays		0.28			12/12/12		(4,732	)
Merrill Lynch International		781,960	Receives	Excess Return on S&P GSCI 1 Month Forward Coffee Index	Pays		0.28			12/12/12		(31,414	)
Merrill Lynch International		245,098	Receives	Excess Return on S&P GSCI 1 Month Forward Coffee Index	Pays		0.28			12/12/12		(5,882	)
Merrill Lynch International		1,563,920	Receives	Excess Return on S&P GSCI 1 Month Forward Corn Index	Pays		0.28			12/12/12		25,548
Merrill Lynch International		490,196	Receives	Excess Return on S&P GSCI 1 Month Forward Corn Index	Pays		0.28			12/12/12		(1,505	)
Merrill Lynch International		781,960	Receives	Excess Return on S&P GSCI 1 Month Forward Cotton Index	Pays		0.28			12/12/12		(45,970	)
Merrill Lynch International		245,098	Receives	Excess Return on S&P GSCI 1 Month Forward Cotton Index	Pays		0.28			12/12/12		(13,153	)
Merrill Lynch International		781,960	Receives	Excess Return on S&P GSCI 1 Month Forward Lean Hogs Index	Pays		0.28			12/12/12		(4,690	)


		49

Parametric Structured Absolute Return Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Total Return Swaps (continued)
Counterparty	Notional Amount		Portfolio Pays/Receives Return on Reference Index	Reference Index	Portfolio Pays/Receives Rate	Rate			Expiration Date		Net Unrealized Appreciation (Depreciation)

Merrill Lynch International	$	245,098	Receives	Excess Return on S&P GSCI 1 Month Forward Lean Hogs Index	Pays		0.28	%		12/12/12	$	(2,468	)
Merrill Lynch International		1,563,920	Receives	Excess Return on S&P GSCI 1 Month Forward Live Cattle Index	Pays		0.28			12/12/12		(15,083	)
Merrill Lynch International		490,196	Receives	Excess Return on S&P GSCI 1 Month Forward Live Cattle Index	Pays		0.28			12/12/12		(5,832	)
Merrill Lynch International		1,563,920	Receives	Excess Return on S&P GSCI 1 Month Forward Soybeans Index	Pays		0.28			12/12/12		41,817
Merrill Lynch International		490,196	Receives	Excess Return on S&P GSCI 1 Month Forward Soybeans Index	Pays		0.28			12/12/12		741
Merrill Lynch International		1,563,920	Receives	Excess Return on S&P GSCI 1 Month Forward Sugar Index	Pays		0.28			12/12/12		(50,726	)
Merrill Lynch International		490,196	Receives	Excess Return on S&P GSCI 1 Month Forward Sugar Index	Pays		0.28			12/12/12		(8,225	)
Merrill Lynch International		1,563,920	Receives	Excess Return on S&P GSCI 1 Month Forward Wheat Index	Pays		0.28			12/12/12		18,725
Merrill Lynch International		490,196	Receives	Excess Return on S&P GSCI 1 Month Forward Wheat Index	Pays		0.28			12/12/12		(886	)
Merrill Lynch International		490,196	Receives	Excess Return on Dow Jones - UBS 3 Month Forward Soybean Oil Subindex	Pays		0.33			12/12/12		(20,439	)
Merrill Lynch International		1,563,920	Receives	Excess Return on Dow Jones - UBS 3 Month Forward Soybean Oil Subindex	Pays		0.33			12/12/12		(29,130	)


		50

Parametric Structured Absolute Return Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

Total Return Swaps (continued)

Counterparty

Notional
Amount

Portfolio
Pays/Receives
Return on
Reference
Index

Reference Index

Portfolio
Pays/Receives
Rate

Rate

Expiration
Date

Net Unrealized
Appreciation
(Depreciation)

Merrill Lynch International

3,127,841

Receives

Excess Return on S&P GSCI Enhanced Natural Gas Official Close Index

Pays

0.38

12/12/12

(108,009

)

Merrill Lynch International

980,392

Receives

Excess Return on S&P GSCI Enhanced Natural Gas Official Close Index

Pays

0.38

12/12/12

(50,766

)

(226,958

)

At October 31, 2012, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

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

Commodity Risk: Commodity risk is the risk that the value of a commodity or commodity index will fluctuate based on increases or decreases in the commodities market and factors specific to a particular industry or commodity. The Portfolio invests in commodities-linked derivative investments, including total return swaps based on a commodity index that provide exposure to the investment returns of the commodities market, without investing directly in physical commodities.

Equity Price Risk: The Portfolio enters into total return swap agreements on equity indices to enhance return, to hedge against fluctuations in securities prices or as substitution for the purchase or sale of securities. The Portfolio also enters into equity index futures contracts to enhance return or hedge volatility as an overall asset/risk instrument.

Foreign Exchange Risk: The Portfolio enters into forward foreign currency exchange contracts and currency futures contracts to enhance return, to hedge against fluctuations in currency exchange rates and/or as a substitute for the purchase or sale of securities or currencies.

The Portfolio enters into swap contracts and forward foreign currency exchange contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Portfolio’s net assets below a certain level over a certain period of time, which would trigger a payment by the Portfolio for those derivatives in a liability position. At October 31, 2012, the fair value of derivatives with credit-related contingent features in a net liability position was $2,012,217. The aggregate fair value of assets pledged as collateral by the Portfolio for such liability was $4,318,708 at October 31, 2012.

The non-exchange traded derivatives in which the Portfolio invests, including swap contracts and forward foreign currency exchange contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. At October 31, 2012, the maximum amount of loss the Portfolio would incur due to counterparty risk was $1,670,298, with the highest amount from any one counterparty being $1,522,921. To mitigate this risk, the Portfolio (and Subsidiary) has entered into master netting agreements with substantially all of its derivative counterparties, which allows it and a counterparty to aggregate amounts owed by each of them for derivative transactions under the agreement into a single net amount payable by either the Portfolio (and Subsidiary) or the counterparty. At October 31, 2012, the maximum amount of loss the Portfolio would incur due to counterparty risk would be reduced by approximately $1,670,000, due to master netting agreements. Counterparties may be required to pledge collateral in the form of cash, U.S. Government securities or highly-rated bonds for the benefit of the Portfolio if the net amount due from the counterparty with respect to a derivative contract exceeds a certain threshold. The amount of collateral posted by the counterparties with respect to such contracts would also reduce the amount of any loss incurred. Because the Subsidiary is not registered under the 1940 Act, it may not be able to negotiate terms with its counterparties that are equivalent to those a registered portfolio may negotiate. As a result, the Subsidiary may have greater exposure to those counterparties than a registered portfolio.


		51

Parametric Structured Absolute Return Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) by risk exposure at October 31, 2012 was as follows:


	Fair Value
Consolidated Statement of Assets and Liabilities Caption	Equity Price			Foreign Exchange			Commodity

Net unrealized appreciation*	$	2,243,847		$	427,242		$	—
Receivable for open forward foreign currency exchange contracts		—			147,139			—
Receivable for open swap contracts		238			—			1,522,921

Total Asset Derivatives	$	2,244,085		$	574,381		$	1,522,921

Payable for open forward foreign currency exchange contracts	$	—		$	(262,100	)	$	—
Payable for open swap contracts		(5	)		—			(1,750,112	)

Total Liability Derivatives	$	(5	)	$	(262,100	)	$	(1,750,112	)


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


The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Consolidated Statement of Operations by risk exposure for the year ended October 31, 2012 was as follows:


Consolidated Statement of Operations Caption	Equity Price			Foreign Exchange			Commodity

Net realized gain (loss) —
Financial futures contracts	$	(5,968,610	)	$	(391,505	)	$	—
Swap contracts		(2,095,946	)		—			315,194
Foreign currency and forward foreign currency exchange contract transactions		—			404,705			—

Total	$	(8,064,556	)	$	13,200		$	315,194

Change in unrealized appreciation (depreciation) —
Financial futures contracts	$	2,243,847		$	427,242		$	—
Swap contracts		233			—			(227,191	)
Foreign currency and forward foreign currency exchange contracts		—			(114,961	)		—

Total	$	2,244,080		$	312,281		$	(227,191	)

The average notional amounts of futures contracts, forward foreign currency exchange contracts and swap contracts outstanding during the year ended October 31, 2012, which are indicative of the volume of these derivative types, were approximately $67,591,000, $27,713,000 and $88,306,000, respectively.

6 Line of Credit


		52

Parametric Structured Absolute Return Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued

7 Risks Associated with Foreign Investments

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

8 Fair Value Measurements

Level 1 – quoted prices in active markets for identical investments

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

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

At October 31, 2012, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:


Asset Description	Level 1		Level 2			Level 3*		Total


Common Stocks
Asia/Pacific	$	1,329,313	$	33,519,399		$	159	$	34,848,871
Developed Europe		423,863		35,529,528			—		35,953,391
Emerging Europe		705,219		8,362,068			—		9,067,287
Latin America		10,948,180		—			—		10,948,180
Middle East/Africa		420,657		9,276,019			—		9,696,676
North America		50,787,711		—			0		50,787,711

Total Common Stocks	$	64,614,943	$	86,687,014	**	$	159	$	151,302,116

Equity-Linked Securities	$	—	$	3,374,788		$	—	$	3,374,788
Rights		149		—			—		149
Short-Term Investments —
U.S. Treasury Obligations		—		64,948,033			—		64,948,033
Other		—		60,066,122			—		60,066,122

Total Investments	$	64,615,092	$	215,075,957		$	159	$	279,691,208

Forward Foreign Currency Exchange Contracts	$	—	$	147,139		$	—	$	147,139
Futures Contracts		2,671,089		—			—		2,671,089
Swap Contracts		—		1,523,159			—		1,523,159

Total	$	67,286,181	$	216,746,255		$	159	$	284,032,595


		53

Parametric Structured Absolute Return Portfolio

October 31, 2012

Notes to Consolidated Financial Statements — continued


Liability Description	Level 1		Level 2			Level 3*		Total


Forward Foreign Currency Exchange Contracts	$	—	$	(262,100	)	$	—	$	(262,100	)
Swap Contracts		—		(1,750,117	)		—		(1,750,117	)

Total	$	—	$	(2,012,217	)	$	—	$	(2,012,217	)

*	None of the unobservable inputs for Level 3 assets, individually or collectively, had a material impact on the Portfolio.

**	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.


		54

Parametric Structured Absolute Return Portfolio

October 31, 2012

Report of Independent Registered Public Accounting Firm

To the Trustees and Investors of Parametric Structured Absolute Return Portfolio:

We have audited the accompanying consolidated statement of assets and liabilities of Parametric Structured Absolute Return Portfolio and subsidiary (the “Portfolio”), including the consolidated portfolio of investments, as of October 31, 2012, and the related consolidated statement of operations, the consolidated statement of changes in net assets, and the consolidated supplementary data for the year then ended. These consolidated financial statements and consolidated supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated supplementary data based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements and consolidated supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2012, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements and consolidated supplementary data referred to above present fairly, in all material respects, the financial position of Parametric Structured Absolute Return Portfolio and subsidiary as of October 31, 2012, the results of their operations, the changes in their net assets, and the supplementary data for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

December 21, 2012


		55

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Management and Organization

Fund Management. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Parametric Structured Absolute Return 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 187 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.


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

Thomas E. Faust Jr. 1958	Trustee	Of the Trust since 2007 and of the Portfolio since 2011	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 187 registered investment companies. 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 and Hexavest Inc.


Noninterested Trustees

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

Benjamin C. Esty 1963	Trustee	Of the Trust since 2005 and of the Portfolio since 2011	Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration. Directorships in the Last Five Years.⁽¹⁾ None.

Allen R. Freedman 1940	Trustee	Of the Trust since 2007 and of the Portfolio since 2011	Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000). Directorships in the Last Five Years.⁽¹⁾Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park 1947	Trustee	Of the Trust since 2003 and of the Portfolio since 2011	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.


		56

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Management and Organization — continued


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

Ronald A. Pearlman 1940	Trustee	Of the Trust since 2003 and of the Portfolio since 2011	Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Directorships in the Last Five Years.⁽¹⁾ None.

Helen Frame Peters 1948	Trustee	Of the Trust since 2008 and of the Portfolio since 2011	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 2011	Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) and Professor of Law (2001-2006), University of California at Los Angeles School of Law. Directorships in the Last Five Years.⁽¹⁾ None.

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

Ralph F. Verni 1943	Chairman of the Board and Trustee	Chairman of the Board since 2007, Trustee of the Trust since 2005 and of the Portfolio since 2011	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
Name and Year of Birth	Position(s) with the Trust and the Portfolio	Length of Service	Principal Occupation(s) During Past Five Years
Duncan W. Richardson 1957	President	Since 2011	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	Vice President and Chief Income Investment Officer of EVM and BMR.

Barbara E. Campbell 1957	Treasurer	Of the Trust since 2005 and of the Portfolio since 2011	Vice President of EVM and BMR.


		57

Eaton Vance

Parametric Structured Absolute Return Fund

October 31, 2012

Management and Organization — continued


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

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

Paul M. O’Neil 1953	Chief Compliance Officer	Of the Trust since 2004 and of the Portfolio since 2011	Vice President of EVM and BMR.

⁽¹⁾


		58

Eaton Vance Funds

IMPORTANT NOTICES

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


		59

This Page Intentionally Left Blank

Investment Adviser of Parametric Structured Absolute Return Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Sub-Adviser of Parametric Structured Absolute Return Portfolio and Eaton Vance Parametric Structured Absolute Return Fund

Parametric Portfolio Associates LLC

1918 Eighth Avenue, Suite 3100

Seattle, WA 98101

Investment Adviser and Administrator of Eaton Vance Parametric Structured Absolute Return Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

LOGO


5797-12/12		PPASARSRC

Item 2. Code of Ethics

Not required in this filing.

Item 3. Audit Committee Financial Expert

The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert. Mr. Park is a certified public accountant who is a consultant and private investor. Previously, he served as the Chief Financial Officer of Aveon Group, L.P. (an investment management firm), as the Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company), as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm), as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (an institutional investment management firm) and as a Senior Manager at Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm).

Item 4. Principal Accountant Fees and Services

(a)-(d)

Eaton Vance Diversified Currency Income Fund, Eaton Vance Emerging Markets Local Income Fund, Eaton Vance Floating-Rate & High Income Fund, Eaton Vance Floating-Rate Advantage Fund, Eaton Vance Floating-Rate Fund, Eaton Vance Global Dividend Income Fund, Eaton Vance Global Macro Absolute Return Advantage Fund, Eaton Vance Global Macro Absolute Return Fund, Eaton Vance Government Obligations Fund, Eaton Vance High Income Opportunities Fund, Eaton Vance Low Duration Government Income Fund (formerly, Eaton Vance Low Duration Fund), Eaton Vance Multi-Strategy Absolute Return Fund, Eaton Vance Multi-Strategy All Market Fund, Eaton Vance Parametric Structured Absolute Return Fund, Eaton Vance Tax- Managed Multi-Cap Growth Fund, Eaton Vance Tax-Managed Equity Asset Allocation Fund, Eaton Vance Tax-Managed Global Dividend Income Fund, Eaton Vance Tax-Managed International Equity Fund, Eaton Vance Tax-Managed Small-Cap Fund, Eaton Vance Tax-Managed Small-Cap Value Fund, Eaton Vance Tax-Managed Value Fund, and Eaton Vance U.S. Government Money Market Fund, (the “Fund(s)”) are series of Eaton Vance Mutual Funds Trust (the “Trust”), a Massachusetts business trust, which, including the Funds, contains a total of 34 series (the “Series”). The Trust is registered under the Investment Company Act of 1940 as an open-end management investment company. This Form N-CSR relates to the Funds’ annual reports.

The following table presents the aggregate fees billed to the fund for the fund’s fiscal years ended October 31, 2011 and October 31, 2012 by the fund’s principal accountant, Deloitte & Touche LLP (“D&T”), for professional services rendered for the audit of the fund’s annual financial statements and fees billed for other services rendered by D&T during such periods.


Eaton Vance Diversified Currency Income Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	10,960	$	11,820
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	9,140	$	9,390
All Other Fees⁽³⁾	$	300	$	310

Total	$	20,400	$	21,520


Eaton Vance Emerging Markets Local Income Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	10,960	$	11,820
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	9,265	$	9,515
All Other Fees⁽³⁾	$	1,200	$	1,240

Total	$	21,425	$	22,575


Eaton Vance Floating-Rate Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	13,685	$	14,590
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	7,840	$	8,040
All Other Fees⁽³⁾	$	1,200	$	1,240

Total	$	22,725	$	23,870


Eaton Vance Floating-Rate Advantage Fund Period Ended	10/31/11		10/31/12
Audit Fees	$	16,700	$	17,680
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	21,210	$	21,810
All Other Fees⁽³⁾	$	1,200	$	1,240

Total	$	39,110	$	40,730


Eaton Vance Floating-Rate & High Income Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	18,735	$	19,580
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	8,340	$	8,540
All Other Fees⁽³⁾	$	300	$	310

Total	$	27,375	$	28,430


Eaton Vance Global Dividend Income Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	12,765	$	32,960
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	8,660	$	11,690
All Other Fees⁽³⁾	$	1,200	$	930

Total	$	22,625	$	45,580


Eaton Vance Global Macro Absolute Return Advantage Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	26,550	$	27,740
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	8,000	$	10,250
All Other Fees⁽³⁾	$	3,200	$	1,240

Total	$	37,750	$	39,230


Eaton Vance Global Macro Absolute Return Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	18,800	$	19,820
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	10,835	$	11,085
All Other Fees⁽³⁾	$	1,200	$	1,240

Total	$	30,835	$	32,145


Eaton Vance Government Obligations Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	26,080	$	27,260
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	12,260	$	12,610
All Other Fees⁽³⁾	$	300	$	310

Total	$	38,640	$	40,180


Eaton Vance High Income Opportunities Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	13,935	$	14,850
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	8,100	$	8,300
All Other Fees⁽³⁾	$	300	$	310

Total	$	22,335	$	23,460


Eaton Vance Low Duration Government Income Fund (formerly, Eaton Vance Low Duration Fund) Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	26,080	$	27,080
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	13,550	$	13,900
All Other Fees⁽³⁾	$	300	$	310

Total	$	39,930	$	41,290


Eaton Vance Multi-Strategy Absolute Return Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	18,800	$	19,640
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	22,940	$	16,890
All Other Fees⁽³⁾	$	300	$	7,010

Total	$	42,040	$	43,540


Eaton Vance Multi-Strategy All Market Fund* Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	5,000	$	30,030
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	0	$	3,750
All Other Fees⁽³⁾	$	0	$	7,010

Total	$	5,000	$	40,790


* Fund commenced operations on 10/31/2011

Eaton Vance Parametric Structured Absolute Return Fund * Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	5,000	$	12,030
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	0	$	3,750
All Other Fees⁽³⁾	$	0	$	1,240

Total	$	5,000	$	17,020


* Fund commenced operations on 10/31/2011


Eaton Vance Tax-Managed Multi-Cap Growth Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	12,625	$	13,340
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	7,090	$	7,240
All Other Fees⁽³⁾	$	1,200	$	1,240

Total	$	20,915	$	21,820


Eaton Vance Tax-Managed Equity Asset Allocation Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	51,290	$	52,810
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	18,880	$	19,430
All Other Fees⁽³⁾	$	300	$	310

Total	$	70,470	$	72,550


Eaton Vance Tax-Managed Global Dividend Income Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	50,770	$	52,940
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	10,410	$	10,660
All Other Fees⁽³⁾	$	1,200	$	1,240

Total	$	62,380	$	64,840


Eaton Vance Tax-Managed International Equity Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	12,625	$	13,420
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	6,960	$	7,110
All Other Fees⁽³⁾	$	1,200	$	1,240

Total	$	20,785	$	21,770


Eaton Vance Tax-Managed Small-Cap Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	17,075	$	17,890
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	7,080	$	7,230
All Other Fees⁽³⁾	$	1,200	$	310

Total	$	25,355	$	25,430


Eaton Vance Tax-Managed Small-Cap Value Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	10,315	$	10,980
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	6,840	$	6,990
All Other Fees⁽³⁾	$	300	$	310

Total	$	17,455	$	18,280


Eaton Vance Tax-Managed Value Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	14,945	$	15,710
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	7,080	$	7,230
All Other Fees⁽³⁾	$	1,200	$	1,240

Total	$	23,225	$	24,180


Eaton Vance U.S. Government Money Market Fund Fiscal Years Ended	10/31/11		10/31/12
Audit Fees	$	15,660	$	16,840
Audit-Related Fees⁽¹⁾	$	0	$	0
Tax Fees⁽²⁾	$	6,070	$	6,220
All Other Fees⁽³⁾	$	300	$	310

Total	$	22,030	$	23,370

⁽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*	12/31/10		1/31/11**		9/30/11		10/31/11		12/31/11		1/31/12		9/30/12		10/31/12
Audit Fees	$	527,835	$	90,920	$	21,550	$	522,885	$	522,885	$	31,865	$	522,885	$	524,630
Audit-Related Fees⁽¹⁾	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Tax Fees⁽²⁾	$	258,500	$	27,000	$	11,500	$	250,180	$	250,180	$	15,580	$	250,180	$	243,860
All Other Fees⁽³⁾	$	28,500	$	4,900	$	500	$	22,300	$	22,300	$	600	$	22,300	$	38,080

Total	$	814,835	$	122,820	$	33,550	$	795,365	$	795,365	$	48,045	$	795,365	$	806,570

*	Information is not presented for fiscal years ended 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*	12/31/10		1/31/11**		9/30/11		10/31/11		12/31/11		1/31/12		9/30/12		10/31/12
Registrant⁽¹⁾	$	31,900	$	12,000	$	16,180	$	272,480	$	53,070	$	27,520	$	29,360	$	281,940
Eaton Vance⁽²⁾	$	250,973	$	205,107	$	226,431	$	266,431	$	334,561	$	414,561	$	606,619	$	566,619

*	Information is not presented for fiscal years ended 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⁾	Includes all of the Series of the Trust. During the fiscal years reported above, certain of the Funds were “feeder” funds in a “master-feeder” fund structure or funds of funds.

⁽²⁾	Various subsidiaries of Eaton Vance Corp. act in either an investment advisory and/or service provider capacity with respect to the Series and/or their respective “master” funds (if applicable).

(h) The registrant’s audit committee has considered whether the provision by the registrant’s principal accountant of non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants

Not required in this filing.

Item 6. Schedule of Investments

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

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

Not applicable.

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

Not applicable.

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

No Material Changes.

Item 11. Controls and Procedures

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

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

Item 12. Exhibits


(a)(1)		Registrant’s Code of Ethics – Not applicable (please see Item 2).

(a)(2)(i)		Treasurer’s Section 302 certification.

(a)(2)(ii)		President’s Section 302 certification.

(b)		Combined Section 906 certification.

Signatures

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


Eaton Vance Mutual Funds Trust

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

Date: December 18, 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: December 18, 2012



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

Date: December 18, 2012

Name and
Year of Birth

Position(s)
with the
Trust and the
Portfolio

Length of
Service

Principal Occupation(s)
During Past Five Years

Principal Officers who are not Trustees (continued)

Paul M. O’Neil
1953

Chief Compliance Officer

Since 2004

Vice President of EVM and BMR.