<Page>
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-04015
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Eaton Vance Tax-Managed Value Fund
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(Exact Name of Registrant as Specified in Charter)
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Address of Principal Executive Offices)
Alan R. Dynner
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Name and Address of Agent for Services)
(617) 482-8260
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(Registrant's Telephone Number)
October 31
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Date of Fiscal Year End
October 31, 2003
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Date of Reporting Period
ITEM 1. REPORTS TO STOCKHOLDERS
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[EATON VANCE(R) MANAGED INVESTMENTS LOGO]
[PHOTO IMAGE]
ANNUAL REPORT OCTOBER 31, 2003
EATON VANCE TAX-MANAGED VALUE FUND
<Page>
EATON VANCE FUNDS
EATON VANCE MANAGEMENT
BOSTON MANAGEMENT AND RESEARCH
EATON VANCE DISTRIBUTORS, INC.
PRIVACY NOTICE
The Eaton Vance organization is committed to ensuring your financial
privacy. This notice is being sent to comply with privacy regulations of
the Securities and Exchange Commission. Each of the above financial
institutions has in effect the following 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.
- 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).
- Policies and procedures (including physical, electronic and procedural
safeguards) are in place that are designed to protect the confidentiality
of such information.
For more information about Eaton Vance's privacy policies,
call: 1-800-262-1122.
IMPORTANT NOTICE
REGARDING DELIVERY OF
SHAREHOLDER DOCUMENTS
The Securities and Exchange Commission permits funds to deliver only one
copy of shareholder documents, including prospectuses, proxy statements and
shareholder reports, to fund investors with multiple accounts at the same
residential or post office box address. This practice is often called
"householding" and it helps eliminate duplicate mailings to shareholders.
EATON VANCE, OR YOUR FINANCIAL ADVISER, MAY HOUSEHOLD THE MAILING OF YOUR
DOCUMENTS INDEFINITELY UNLESS YOU INSTRUCT EATON VANCE, OR YOUR FINANCIAL
ADVISER, OTHERWISE.
If you would prefer that your Eaton Vance documents not be householded,
please contact Eaton Vance at 1-800-262-1122, or contact your financial
adviser.
Your instructions that householding not apply to delivery of your Eaton
Vance documents will be effective within 30 days of receipt by Eaton Vance
or your financial adviser.
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 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 without charge, upon request, by calling 1-800-262-1122. This
description is also available on the Securities and Exchange Commission's
website at http://www.sec.gov.
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EATON VANCE TAX-MANAGED VALUE FUND as of October 31, 2003
LETTER TO SHAREHOLDERS
[PHOTO OF THOMAS E. FAUST JR.]
Thomas E. Faust Jr.
President
For the one-year period ended October 31, 2003, the Fund's Class A shares had a
return of 15.74%. That return was the result of an increase in net asset value
(NAV) per share from $10.77 on October 31, 2002, to $12.46 on October 31,
2003.(1) The Fund's Class B shares had a return of 14.87% for the same period,
the result of an increase in NAV per share from $10.22 to $11.74.(1) The Fund's
Class C shares had a return of 14.87% for the same period, the result of an
increase in NAV per share from $10.49 to $12.05.(1) The Fund's Class D shares
had a return of 14.87% for the same period, the result of an increase in NAV per
share from $8.61 to $9.89.(1) Additional information about the Fund's
performance (including after-tax performance) appears on page 6.
By comparison, the Russell 1000 Value Index - an unmanaged market index of value
stocks - had a total return of 22.88% for the year ended October 31, 2003.(2)
The S&P 500 Index - a broad-based, unmanaged market index commonly used as a
measure of overall stock market performance - returned 20.79% for the same
period.(2)
A CLOSER LOOK AT THE JOBS AND GROWTH TAX RELIEF RECONCILIATION ACT OF 2003...
In May of this year, Congress passed legislation that included several
provisions that affect individual investors. The most important aspects of the
Jobs and Growth Tax Relief Reconciliation Act of 2003 for individuals are a
lowering of tax rates for ordinary income and long-term capital gains and a
change in the tax treatment of qualifying dividend income, which is now taxed at
the same rates as long-term capital gains, rather than as ordinary income.
The biggest change for equity investors is that qualifying dividend income is
now taxed at much lower rates than other investment income and short-term gains
(maximum rate of 15% vs. 35%). The spread between short-term and long-term
capital gains tax rates has also increased. These changes increase the
importance of achieving a mix of returns that emphasizes long-term gains and
qualifying dividends over less favorably taxed short-term gains and
non-qualifying dividends and other investment income. Deferring taxes on
long-term gains continues to be of significant value, particularly for investors
with longer time horizons and for assets earmarked for inheritance.
WITH TODAY'S LOWER TAX RATES, IT IS STILL IMPORTANT FOR INVESTORS TO CONSIDER
TAX EFFECTS...
Taxes continue to be the single largest cost borne by long-term equity
investors. Strategies to minimize tax effects can add substantial value to
taxable accounts without sacrificing performance or adding to portfolio risk.
Just as before, it makes sense for taxpayers to invest in funds that share their
objective of after-tax returns.
Sincerely,
/s/ Thomas E. Faust Jr.
Thomas E. Faust Jr.
President
December 5, 2003
TEN LARGEST HOLDINGS(4)
<Table>
Citigroup, Inc. 2.4%
Wells Fargo & Co. 2.1
Metlife, Inc. 2.1
Alcoa, Inc. 2.1
Wachovia Corp. 2.0
International Business Machines Corp. 2.0
Washington Mutual, Inc. 2.0
TJX Companies, Inc. 2.0
Bank of America Corp. 1.9
ConocoPhillips 1.9
</Table>
(1) These returns do not include the 5.75% maximum sales charge for the Fund's
Class A shares or the applicable contingent deferred sales charges (CDSC)
for Class B, Class C, and Class D shares. Returns are historical and are
calculated by determining the percentage change in net asset value with all
distributions reinvested.
(2) It is not possible to invest directly in an Index.
(3) Ten largest holdings accounted for 20.5% of the Portfolio's net assets.
Holdings are subject to change.
Past performance is no guarantee of future results. Investment return and
principal value will fluctuate so that shares, when redeemed, may be worth
more or less than their original cost.
MUTUAL 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.
2
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EATON VANCE TAX-MANAGED VALUE FUND as of October 31, 2003
MANAGEMENT DISCUSSION
AN INTERVIEW WITH MICHAEL R. MACH, PORTFOLIO MANAGER OF TAX-MANAGED VALUE
PORTFOLIO
[PHOTO OF MICHAEL R. MACH]
Michael R. Mach, CFA
Portfolio Manager
Q: MICHAEL, CAN YOU GIVE US AN OVERVIEW OF HOW THE STOCK MARKETS PERFORMED
OVER THE LAST 12 MONTHS?
A: After several years of disappointing returns, the broad equity market
rebounded smartly in 2003. Fundamental factors helping to drive stocks
higher in recent months included a strengthening U.S. economy and an
improved outlook for corporate earnings. The fact that interest rates and
inflation remained low by historical standards also supported higher equity
prices. Another positive has been the Jobs and Growth Tax Relief
Reconciliation Act of 2003, signed into law by President Bush on May 28th
of this year. The 2003 Tax Act lowered tax rates both on capital gains and
on dividend income generated by qualifying equity investments.
Q: WHILE THE FUND POSTED A SOLID DOUBLE-DIGIT RETURN LAST YEAR, ITS RATE OF
INCREASE LAGGED THAT OF THE OVERALL STOCK MARKET. WOULD YOU COMMENT ON
THIS?
A: In the early phases of an equity market recovery, it is not uncommon for
many of the best performing stocks to be found among lower-priced,
lower-quality issues. Quite often, many of the stocks enjoying the
strongest rebounds are the same stocks that suffered the sharpest losses
during the market's decline. That has been very much the case in recent
periods. While the Portfolio greatly benefited from generally avoiding
lower-quality issues during the market's decline, not owning these fallen
angels has limited our participation in the market's latest 12-month
advance.
Q: WERE THERE ANY CHANGES IN THE PORTFOLIO'S INVESTMENT PHILOSOPHY OVER THE
PAST 12 MONTHS?
A: The Portfolio's investment objective is to achieve long-term, after-tax
returns for its shareholders. The Portfolio pursues its objective by
continuing to adhere to a value-oriented philosophy of investing in a
diversified portfolio of value stocks. Generally, we seek stocks of
companies that we characterize as having strong business franchises and
attractive growth prospects. Our philosophy is to buy shares in such
companies only when, in our opinion, they are inexpensive or undervalued
relative to the overall stock market.
[CHART]
FIVE LARGEST SECTOR POSITIONS+
By total net assets
<Table>
Banks - Regional 14.4%
Oil and Gas - Integrated 7.0%
Electric Utilities 6.9%
Financial Services 6.9%
Communications Svcs. 5.7%
</Table>
+ Sector positions are subject to change due to active management.
3
<Page>
Q: WHAT MARKET SECTORS POSITIVELY IMPACTED PERFORMANCE IN THE PAST YEAR?
A: The Portfolio benefited from favorable stock selection and sector-weighting
decisions in the telecommunications services, utilities, and materials
sectors. Over the past year, the Portfolio was underweighted versus the
benchmark Russell 1000 Value Index in telecommunications service stocks, a
sector that badly lagged the overall market.* Conversely, it was
overweighted in both the utilities and materials sectors, each of which
strongly outperformed the broad market averages. Both of these sector
positions contributed to overall performance.
Q: AND WHAT MARKET SECTORS HELD BACK PERFORMANCE OVER THE PAST YEAR?
A: The Portfolio's stock selection and sector weighting decisions in the
information technology and financial services sectors detracted most from
the year's performance. These two sectors both outperformed the market, and
the Portfolio was modestly underrepresented in each of them. The
performance of the stocks held by the Portfolio in these sectors was also
sub-par. Again, we believe this was a reflection of our focus on owning
companies with strong business franchises and the market's recent
preference for lower-quality issues.
Q: DO YOU HAVE ANY ADDITIONAL THOUGHTS FOR SHAREHOLDERS?
A: We believe the stocks now held in the Portfolio are attractively valued and
well positioned to generate after-tax returns for shareholders. Given a
growing pool of older and more conservative investors, the more favorable
tax treatment now accorded to dividends generated by common stocks, and the
recent market underperformance of higher quality dividend-paying equities,
we believe the prospects for the types of stocks now held in the Portfolio
are quite favorable. Longer term, we believe the Portfolio's disciplined
value style and its research-driven investment process will continue to
make it an attractive opportunity for long-term wealth creation.
In closing, I would like to thank my fellow shareholders for their
continued confidence and participation in Eaton Vance Tax-Managed Value
Fund.
THE VIEWS EXPRESSED IN THIS REPORT ARE THOSE OF THE PORTFOLIO MANAGER AND
ARE CURRENT ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON
THE COVER. THESE VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED UPON OR
OTHER CONDITIONS, AND EATON VANCE DISCLAIMS ANY RESPONSIBILITY TO UPDATE
SUCH VIEWS. THESE VIEWS MAY NOT BE RELIED ON AS INVESTMENT ADVICE AND,
BECAUSE INVESTMENT DECISIONS FOR AN EATON VANCE FUND ARE BASED ON MANY
FACTORS, MAY NOT BE RELIED ON AS AN INDICATION OF TRADING INTENT ON BEHALF
OF ANY EATON VANCE FUND.
* It is not possible to invest directly in an Index.
4
<Page>
EATON VANCE TAX-MANAGED VALUE FUND as of October 31, 2003
PERFORMANCE
[CHART]
Comparison of Change in Value of a $10,000 Investment in Eaton Vance
Tax-Managed Value Fund, Class A, vs. the S&P 500 Index and the
Russell 1000 Value Index*
December 31, 1999 - October 31, 2003
EATON VANCE TAX-MANAGED VALUE FUND - CLASS A
Inception: 12/27/99
<Table>
<Caption>
FUND FUND RUSSELL
VALUE AT VALUE WITH S&P 500 1000 VALUE
DATE NAV SALES CHARGE INDEX INDEX
- ---------- -------- ------------ --------- ------------
12/31/1999 10,000 9425 10,000 10,000
1/31/2000 9,635 9080.78 9,498 9,674
2/29/2000 9,261 8727.95 9,318 8,955
3/31/2000 10,286 9693.59 10,229 10,048
4/30/2000 10,502 9897.86 9,921 9,931
5/31/2000 10,778 10157.84 9,718 10,035
6/30/2000 10,296 9702.88 9,957 9,577
7/31/2000 10,463 9860.72 9,802 9,697
8/31/2000 11,212 10566.39 10,410 10,238
9/30/2000 11,517 10854.22 9,861 10,332
10/31/2000 11,970 11281.34 9,819 10,586
11/30/2000 11,685 11012.07 9,045 10,193
12/31/2000 12,473 11754.87 9,090 10,704
1/31/2001 12,640 11912.72 9,412 10,745
2/28/2001 12,581 11857.01 8,554 10,446
3/31/2001 12,187 11485.61 8,013 10,077
4/30/2001 12,749 12014.85 8,635 10,571
5/31/2001 13,172 12414.11 8,693 10,809
6/30/2001 12,808 12070.57 8,481 10,569
7/31/2001 12,768 12033.42 8,398 10,547
8/31/2001 12,581 11857.01 7,873 10,124
9/30/2001 11,616 10947.07 7,237 9,411
10/31/2001 11,596 10928.5 7,375 9,330
11/30/2001 12,207 11504.18 7,941 9,872
12/31/2001 12,591 11866.29 8,010 10,105
1/31/2002 12,394 11680.59 7,893 10,027
2/28/2002 12,404 11689.88 7,741 10,043
3/31/2002 12,818 12079.85 8,032 10,518
4/30/2002 12,502 11782.73 7,546 10,158
5/31/2002 12,542 11819.87 7,490 10,208
6/30/2002 11,892 11207.06 6,957 9,622
7/31/2002 10,847 10222.84 6,415 8,728
8/31/2002 10,975 10343.55 6,457 8,794
9/30/2002 9,990 9415.04 5,756 7,816
10/31/2002 10,611 10000 6,262 8,395
11/30/2002 10,936 10306.41 6,630 8,924
12/31/2002 10,556 9948.53 6,241 8,537
1/31/2003 10,251 9660.57 6,077 8,330
2/28/2003 9,994 9419.06 5,986 8,108
3/31/2003 10,044 9465.5 6,044 8,122
4/30/2003 10,704 10087.86 6,542 8,836
5/31/2003 11,256 10608.05 6,886 9,407
6/30/2003 11,424 10765.96 6,974 9,525
7/31/2003 11,473 10812.41 7,097 9,667
8/31/2003 11,719 11044.63 7,235 9,817
9/30/2003 11,631 10961.03 7,159 9,721
10/31/2003 12,281 11574.11 7,563 10,316
</Table>
<Table>
<Caption>
PERFORMANCE+ CLASS A CLASS B CLASS C CLASS D
- --------------------------------------------------------------------------------------
Average Annual Total Returns (at
net asset value)
One Year 15.74% 14.87% 14.87% 14.87%
Life of Fund++ 5.89% 4.31% 5.06% -0.42%
SEC Average Annual Total Returns (including
sales charge or applicable CDSC)
One Year 9.06% 9.87% 13.87% 9.87%
Life of Fund++ 4.27% 3.60% 5.06% -1.95%
</Table>
++ Inception Dates - Class A: 12/27/99; Class B: 1/18/00; Class C: 1/24/00;
Class D:3/15/01
* Source: Thomson Financial. Investment operations commenced 12/27/99. Index
information is available only at month-end; therefore, the line comparison
begins at the next month-end following the commencement of the Fund's
investment operations.
The chart compares the Fund's total return with that of the Russell 1000
Value Index, a broad-based, unmanaged market index of value stocks, and
the S&P 500 Composite Index, a broad-based, unmanaged market index of
common stocks commonly used as a measure of U.S. stock market performance.
The graph and performance table do not reflect the deduction of taxes that
a shareholder would pay on Fund distributions or the redemption of Fund
shares. Returns are calculated by determining the percentage change in net
asset value (NAV) with all distributions reinvested. The Indexes' returns
use net dividends which reflect the deduction of withholding taxes. The
lines on the chart represent the total returns of $10,000 hypothetical
investments in the Fund and the Indexes. An investment in the Fund's Class
B shares on 1/18/00 at net asset value would have grown to $11,740 on
October 31, 2003; $11,440 less the applicable CDSC. An investment in the
Fund's Class C shares on 1/24/00 at net asset value would have grown to
$12,050 on October 31, 2003. An investment in the Fund's Class D shares on
3/15/01 at net asset value would have grown to $9,890 on October 31, 2003;
$9,494 less the applicable CDSC. The Indexes' total returns do not reflect
any commissions or expenses that would have been incurred if an investor
individually purchased or sold the securities represented in the Indexes.
It is not possible to invest directly in an Index.
+ Returns are historical and are calculated by determining the percentage
change in net asset value with all distributions reinvested. SEC returns for
Class A reflect the maximum 5.75% sales charge. SEC returns for Class B and
Class D reflect applicable CDSC based on the following schedule: 5% - 1st
and 2nd years; 4% - 3rd year; 3% - 4th year; 2% - 5th year; 1% - 6th year.
SEC returns for Class C reflect a 1% CDSC imposed in the first year.
Past performance is no guarantee of future results. Investment return and
principal value will fluctuate so that shares, when redeemed, may be worth
more or less than their original cost.
5
<Page>
AFTER-TAX PERFORMANCE
AS OF OCTOBER 31, 2003
The tables below set forth the pre-tax and after-tax performance for the Fund.
After-tax performance reflects the impact of federal income taxes on Fund
distributions of dividends and capital gains, as well as capital gains taxes on
the sale of Fund shares, while pre-tax performance does not. Because the
objective of the Fund is to provide long-term, after-tax returns to
shareholders, it is important for investors to know the effect of taxes on the
Fund's return.
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIOD ENDED OCTOBER 31, 2003)
RETURNS AT NET ASSET VALUE (NAV) (CLASS A)
<Table>
<Caption>
ONE YEAR LIFE OF FUND
Return Before Taxes 15.74% 5.89%
Return After Taxes on Distributions 15.72% 5.89%
Return After Taxes on Distributions
and Sale of Fund Shares 10.23% 5.06%
</Table>
RETURNS AT PUBLIC OFFERING PRICE (POP) (CLASS A)
<Table>
<Caption>
ONE YEAR LIFE OF FUND
Return Before Taxes 9.06% 4.27%
Return After Taxes on Distributions 9.04% 4.27%
Return After Taxes on Distributions
and Sale of Fund Shares 5.88% 3.66%
</Table>
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIOD ENDED OCTOBER 31, 2003)
RETURNS AT NET ASSET VALUE (NAV) (CLASS C)
<Table>
<Caption>
ONE YEAR LIFE OF FUND
Return Before Taxes 14.87% 5.06%
Return After Taxes on Distributions 14.87% 5.06%
Return After Taxes on Distributions
and Sale of Fund Shares 9.67% 4.34%
</Table>
RETURNS AT PUBLIC OFFERING PRICE (POP) (CLASS C)
<Table>
<Caption>
ONE YEAR LIFE OF FUND
Return Before Taxes 13.87% 5.06%
Return After Taxes on Distributions 13.87% 5.06%
Return After Taxes on Distributions
and Sale of Fund Shares 9.02% 4.34%
</Table>
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIOD ENDED OCTOBER 31, 2003)
RETURNS AT NET ASSET VALUE (NAV) (CLASS B)
<Table>
<Caption>
ONE YEAR LIFE OF FUND
Return Before Taxes 14.87% 4.31%
Return After Taxes on Distributions 14.87% 4.31%
Return After Taxes on Distributions
and Sale of Fund Shares 9.67% 3.71%
</Table>
RETURNS AT PUBLIC OFFERING PRICE (POP) (CLASS B)
<Table>
<Caption>
ONE YEAR LIFE OF FUND
Return Before Taxes 9.87% 3.60%
Return After Taxes on Distributions 9.87% 3.60%
Return After Taxes on Distributions
and Sale of Fund Shares 6.42% -3.09%
</Table>
AVERAGE ANNUAL TOTAL RETURNS
(FOR THE PERIOD ENDED OCTOBER 31, 2003)
RETURNS AT NET ASSET VALUE (NAV) (CLASS D)
<Table>
<Caption>
ONE YEAR LIFE OF FUND
Return Before Taxes 14.87% -0.42%
Return After Taxes on Distributions 14.87% -0.42%
Return After Taxes on Distributions
and Sale of Fund Shares 9.66% -0.36%
</Table>
RETURNS AT PUBLIC OFFERING PRICE (POP) (CLASS D)
<Table>
<Caption>
ONE YEAR LIFE OF FUND
Return Before Taxes 9.87% -1.95%
Return After Taxes on Distributions 9.87% -1.95%
Return After Taxes on Distributions
and Sale of Fund Shares 6.41% -1.66%
</Table>
Class A commenced operations on 12/27/99. Class B commenced operations on
1/18/00. Class C commenced operations on 1/24/00. Class D commenced operations
on 3/15/01. Returns at Public Offering Price (POP) reflect the deduction of the
maximum sales charge, while Returns at Net Asset Value (NAV) do not.
After-tax returns are calculated using the highest historical individual federal
income tax rate and do not reflect the impact of state and local taxes. Actual
after-tax returns depend on a shareholder's tax situation and may differ from
those shown. After-tax returns are not relevant for shareholders who hold shares
in tax-deferred accounts or to shares held by non-taxable entities. Return After
Taxes on Distributions for a period may be the same as the Return Before Taxes
for that period because no distributions were paid during that period or because
the taxable portion of distributions made during the period was insignificant.
Also, Return After Distributions and Sale of Fund shares for a period may be
greater than Return After Taxes on Distributions for the same period because of
realized losses on the sale of Fund shares.
Past performance (both before and after taxes) is no guarantee of future
results. Investment return and principal value will fluctuate so that shares,
when redeemed, may be worth more or less than their original cost. Performance
is for the stated time period only; due to market volatility, the Fund's current
performance may be different.
6
<Page>
EATON VANCE TAX-MANAGED VALUE FUND as of October 31, 2003
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
AS OF OCTOBER 31, 2003
<Table>
ASSETS
Investment in Tax-Managed Value Portfolio, at value
(identified cost, $507,739,352) $ 623,024,178
Receivable for Fund shares sold 1,025,968
- ---------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 624,050,146
- ---------------------------------------------------------------------------------------------------
LIABILITIES
Payable for Fund shares redeemed $ 961,472
Payable to affiliate for distribution and service fees 125,850
Payable to affiliate for Trustees' fees 84
Accrued expenses 186,613
- ---------------------------------------------------------------------------------------------------
TOTAL LIABILITIES $ 1,274,019
- ---------------------------------------------------------------------------------------------------
NET ASSETS $ 622,776,127
- ---------------------------------------------------------------------------------------------------
SOURCES OF NET ASSETS
Paid-in capital $ 631,284,647
Accumulated net realized loss from Portfolio (computed on the basis of
identified cost) (126,043,372)
Accumulated undistributed net investment income 2,250,026
Net unrealized appreciation from Portfolio (computed on the basis of
identified cost) 115,284,826
- ---------------------------------------------------------------------------------------------------
TOTAL $ 622,776,127
- ---------------------------------------------------------------------------------------------------
CLASS A SHARES
NET ASSETS $ 211,918,398
SHARES OUTSTANDING 17,006,211
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
(net assets DIVIDED BY shares of beneficial interest outstanding) $ 12.46
MAXIMUM OFFERING PRICE PER SHARE
(100 DIVIDED BY 94.25 of $12.46) $ 13.22
- ---------------------------------------------------------------------------------------------------
CLASS B SHARES
NET ASSETS $ 203,664,879
SHARES OUTSTANDING 17,349,160
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE
(net assets DIVIDED BY shares of beneficial interest outstanding) $ 11.74
- ---------------------------------------------------------------------------------------------------
CLASS C SHARES
NET ASSETS $ 197,385,107
SHARES OUTSTANDING 16,384,697
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE
(net assets DIVIDED BY shares of beneficial interest outstanding) $ 12.05
- ---------------------------------------------------------------------------------------------------
CLASS D SHARES
NET ASSETS $ 9,807,743
SHARES OUTSTANDING 991,903
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE
(net assets DIVIDED BY shares of beneficial interest outstanding) $ 9.89
- ---------------------------------------------------------------------------------------------------
</Table>
On sales of $50,000 or more, the offering price of Class A shares is reduced.
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED
OCTOBER 31, 2003
<Table>
INVESTMENT INCOME
Dividends allocated from Portfolio (net of foreign taxes, $233,888) $ 11,997,147
Interest allocated from Portfolio 159,668
Expenses allocated from Portfolio (3,923,518)
- ---------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME FROM PORTFOLIO $ 8,233,297
- ---------------------------------------------------------------------------------------------------
EXPENSES
Administration fee $ 836,390
Trustees' fees and expenses 2,802
Distribution and service fees
Class A 468,964
Class B 1,824,607
Class C 1,795,069
Class D 80,403
Transfer and dividend disbursing agent fees 738,935
Printing and postage 79,210
Custodian fee 34,510
Legal and accounting services 18,746
Registration fees 12,693
+Miscellaneous 17,017
- ---------------------------------------------------------------------------------------------------
TOTAL EXPENSES $ 5,909,346
- ---------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME $ 2,323,951
- ---------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED
GAIN (LOSS) FROM PORTFOLIO
Net realized gain (loss) --
Investment transactions (identified cost basis) $ 5,736,991
Foreign currency transactions 1,649
- ---------------------------------------------------------------------------------------------------
NET REALIZED GAIN $ 5,738,640
- ---------------------------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) --
Investments (identified cost basis) $ 72,358,539
Foreign currency (3,138)
- ---------------------------------------------------------------------------------------------------
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) $ 72,355,401
- ---------------------------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN $ 78,094,041
- ---------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 80,417,992
- ---------------------------------------------------------------------------------------------------
</Table>
See notes to financial statements.
7
<Page>
STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
YEAR ENDED YEAR ENDED
OCTOBER 31, 2003 OCTOBER 31, 2002
- -------------------------------------------------------------------------------------------------
INCREASE (DECREASE)
IN NET ASSETS
From operations --
Net investment income (loss) $ 2,323,951 $ (308,404)
Net realized gain (loss) 5,738,640 (86,825,092)
Net change in unrealized
appreciation (depreciation) 72,355,401 19,989,833
- -------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS $ 80,417,992 $ (67,143,663)
- -------------------------------------------------------------------------------------------------
Distributions to shareholders --
From net investment income
Class A $ (75,607) $ --
- -------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS TO SHAREHOLDERS $ (75,607) $ --
- -------------------------------------------------------------------------------------------------
Transactions in shares of beneficial interest --
Proceeds from sale of shares
Class A $ 65,585,256 $ 106,310,622
Class B 37,349,052 90,805,639
Class C 51,087,833 97,708,102
Class D 2,525,915 6,075,892
Net asset value of shares issued to
shareholders in payment of
distributions declared
Class A 62,855 --
Cost of shares redeemed
Class A (63,428,122) (56,213,814)
Class B (34,564,639) (41,090,618)
Class C (52,119,008) (41,635,223)
Class D (1,173,727) (2,934,823)
- -------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM FUND
SHARE TRANSACTIONS $ 5,325,415 $ 159,025,777
- -------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS $ 85,667,800 $ 91,882,114
- -------------------------------------------------------------------------------------------------
NET ASSETS
At beginning of year $ 537,108,327 $ 445,226,213
- -------------------------------------------------------------------------------------------------
AT END OF YEAR $ 622,776,127 $ 537,108,327
- -------------------------------------------------------------------------------------------------
ACCUMULATED UNDISTRIBUTED
NET INVESTMENT INCOME
INCLUDED IN NET ASSETS
AT END OF YEAR $ 2,250,026 $ --
- -------------------------------------------------------------------------------------------------
</Table>
See notes to financial statements.
8
<Page>
FINANCIAL HIGHLIGHTS
<Table>
<Caption>
CLASS A
---------------------------------------------------------------
YEAR ENDED OCTOBER 31,
---------------------------------------------------------------
2003 2002 2001 2000(1)
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value -- Beginning of year $ 10.770 $ 11.770 $ 12.150 $ 10.000
- ------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS
Net investment income (loss) $ 0.101 $ 0.051 $ 0.012 $ (0.002)
Net realized and unrealized gain (loss) 1.594 (1.051) (0.392) 2.152
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL INCOME (LOSS) FROM OPERATIONS $ 1.695 $ (1.000) $ (0.380) $ 2.150
- ------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
From net investment income $ (0.005) $ -- $ -- $ --
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS $ (0.005) $ -- $ -- $ --
- ------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE -- END OF YEAR $ 12.460 $ 10.770 $ 11.770 $ 12.150
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(2) 15.74% (8.50)% (3.13)% 21.50%
- ------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $ 211,918 $ 181,588 $ 152,849 $ 30,140
Ratios (As a percentage of average daily net assets):
Expenses(3) 1.27% 1.26% 1.29% 1.71%(4)
Net investment income (loss) 0.91% 0.44% 0.17% (0.06)%(4)
Portfolio Turnover of the Portfolio 76% 213% 45%(5) --
Portfolio Turnover of the Fund(6) -- -- 83% 128%
- ------------------------------------------------------------------------------------------------------------------------------
</Table>
(1) For the period from the start of business, December 27, 1999, to October
31, 2000.
(2) Returns are historical and are calculated by determining the percentage
change in net asset value with all distributions reinvested. Total return
is not computed on an annualized basis.
(3) Includes the Fund's share of the Portfolio's allocated expenses.
(4) Annualized.
(5) For the period from the commencement of the Portfolio's operations, July
23, 2001, to October 31, 2001.
(6) Represents the rate of portfolio activity for the period during which the
fund was making investments directly in securities.
See notes to financial statements.
9
<Page>
<Table>
<Caption>
CLASS B
---------------------------------------------------------------
YEAR ENDED OCTOBER 31,
---------------------------------------------------------------
2003 2002 2001 2000(1)
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value -- Beginning of year $ 10.220 $ 11.250 $ 11.710 $ 10.000
- ------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS
Net investment income (loss) $ 0.017 $ (0.034) $ (0.039) $ (0.029)
Net realized and unrealized gain (loss) 1.503 (0.996) (0.421) 1.739
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL INCOME (LOSS) FROM OPERATIONS $ 1.520 $ (1.030) $ (0.460) $ 1.710
- ------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE -- END OF YEAR $ 11.740 $ 10.220 $ 11.250 $ 11.710
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(2) 14.87% (9.16)% (3.93)% 17.10%
- ------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $ 203,665 $ 174,951 $ 147,570 $ 20,690
Ratios (As a percentage of average daily net assets):
Expenses(3) 2.02% 2.01% 2.04% 2.45%(4)
Net investment income (loss) 0.16% (0.31)% (0.59)% (0.78)%(4)
Portfolio Turnover of the Portfolio 76% 213% 45%(5) --
Portfolio Turnover of the Fund(6) -- -- 83% 128%
- ------------------------------------------------------------------------------------------------------------------------------
</Table>
(1) For the period from the start of business, January 18, 2000, to October 31,
2000.
(2) Returns are historical and are calculated by determining the percentage
change in net asset value with all distributions reinvested. Total return
is not computed on an annualized basis.
(3) Includes the Fund's share of the Portfolio's allocated expenses.
(4) Annualized.
(5) For the period from the commencement of the Portfolio's operations, July
23, 2001, to October 31, 2001.
(6) Represents the rate of portfolio activity for the period during which the
fund was making investments directly in securities.
See notes to financial statements.
10
<Page>
<Table>
<Caption>
CLASS C
---------------------------------------------------------------
YEAR ENDED OCTOBER 31,
---------------------------------------------------------------
2003 2002 2001 2000(1)
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value -- Beginning of year $ 10.490 $ 11.550 $ 12.020 $ 10.000
- ------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS
Net investment income (loss) $ 0.018 $ (0.034) $ (0.041) $ (0.027)
Net realized and unrealized gain (loss) 1.542 (1.026) (0.429) 2.047
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL INCOME (LOSS) FROM OPERATIONS $ 1.560 $ (1.060) $ (0.470) $ 2.020
- ------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE -- END OF YEAR $ 12.050 $ 10.490 $ 11.550 $ 12.020
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(2) 14.87% (9.18)% (3.91)% 20.20%
- ------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $ 197,385 $ 173,306 $ 139,653 $ 18,494
Ratios (As a percentage of average daily net assets):
Expenses(3) 2.02% 2.01% 2.04% 2.46%(4)
Net investment income (loss) 0.16% (0.31)% (0.59)% (0.81)%(4)
Portfolio Turnover of the Portfolio 76% 213% 45%(5) --
Portfolio Turnover of the Fund(6) -- -- 83% 128%
- ------------------------------------------------------------------------------------------------------------------------------
</Table>
(1) For the period from the start of business, January 24, 2000, to October 31,
2000.
(2) Returns are historical and are calculated by determining the percentage
change in net asset value with all distributions reinvested. Total return
is not computed on an annualized basis.
(3) Includes the Fund's share of the Portfolio's allocated expenses.
(4) Annualized.
(5) For the period from the commencement of the Portfolio's operations, July
23, 2001, to October 31, 2001.
(6) Represents the rate of portfolio activity for the period during which the
fund was making investments directly in securities.
See notes to financial statements.
11
<Page>
<Table>
<Caption>
CLASS D
----------------------------------------
YEAR ENDED OCTOBER 31,
----------------------------------------
2003 2002 2001(1)
- -------------------------------------------------------------------------------------------------------
Net asset value -- Beginning of year $ 8.610 $ 9.480 $ 10.000
- -------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS
Net investment income (loss) $ 0.014 $ (0.028) $ (0.021)
Net realized and unrealized gain (loss) 1.266 (0.842) (0.499)
- -------------------------------------------------------------------------------------------------------
TOTAL INCOME (LOSS) FROM OPERATIONS $ 1.280 $ (0.870) $ (0.520)
- -------------------------------------------------------------------------------------------------------
NET ASSET VALUE -- END OF YEAR $ 9.890 $ 8.610 $ 9.480
- -------------------------------------------------------------------------------------------------------
TOTAL RETURN(2) 14.87% (9.18)% (5.20)%
- -------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $ 9,808 $ 7,263 $ 5,154
Ratios (As a percentage of average daily net assets):
Expenses(3) 2.02% 2.01% 2.03%(4)
Net investment income (loss) 0.17% (0.30)% (0.65)%(4)
Portfolio Turnover of the Portfolio 76% 213% 45%(5)
Portfolio Turnover of the Fund(6) -- -- 83%
- -------------------------------------------------------------------------------------------------------
</Table>
(1) For the period from the start of business, March 15, 2001, to October 31,
2001.
(2) Returns are historical and are calculated by determining the percentage
change in net asset value with all distributions reinvested. Total return
is not computed on an annualized basis.
(3) Includes the Fund's share of the Portfolio's allocated expenses.
(4) Annualized.
(5) For the period from the commencement of the Portfolio's operations, July
23, 2001, to October 31, 2001.
(6) Represents the rate of portfolio activity for the period during which the
fund was making investments directly in securities.
See notes to financial statements.
12
<Page>
EATON VANCE TAX-MANAGED VALUE FUND as of October 31, 2003
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 an entity of the
type commonly known as a Massachusetts business trust and is registered under
the Investment Company Act of 1940, as amended, as an open-end management
investment company. The Fund has four classes of shares. Class A shares are
generally sold subject to a sales charge imposed at time of purchase. Class
B, Class C, and Class D shares are sold at net asset value and are generally
subject to a contingent deferred sales charge (see Note 6). Class D shares
held for eight years will automatically convert to Class A shares. Each class
represents a pro rata interest in the Fund, but votes separately on
class-specific matters and (as noted below) is subject to different expenses.
Realized and unrealized gains and losses and net investment income, 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 the Tax-Managed Value Portfolio (the Portfolio), a New York
Trust, having the same investment objective as the Fund. The value of the
Fund's investment in the Portfolio reflects the Fund's proportionate interest
in the net assets of the Portfolio (92.5% at October 31, 2003). 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 consistently
followed by the Fund in the preparation of its financial statements. 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 1 A 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 of the Portfolio, less all actual
and accrued expenses of the Fund, determined in accordance with accounting
principles generally accepted in the United States of America.
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 all of its taxable income, including any
net realized gain on investments. Accordingly, no provision for federal
income or excise tax is necessary. At October 31, 2003, the Fund, for federal
income tax purposes, had a capital loss carryover of $124,101,791 which will
reduce the taxable income arising from future net realized gain on
investments, 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 carryover will expire on October 31,
2009 ($84,709,232) and on October 31, 2010 ($39,392,559).
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 OTHER -- Investment transactions are accounted for on a trade-date basis.
Dividends to shareholders are recorded on the ex-dividend date.
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.
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 at least one distribution annually of all or
substantially all of its net realized capital gains (reduced by available
capital loss carryforwards from prior years, if any). Distributions are paid
in the form of additional shares or, at the election of the shareholder, in
cash. Shareholders may reinvest all distributions in shares of the Fund at
the net asset value as of the close of business on the ex-dividend date. 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
13
<Page>
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.
3 SHARES OF BENEFICIAL INTEREST
The Fund's Declaration of Trust permits the Trustees to issue an unlimited
number of full and fractional shares of beneficial interest (without par
value). Such shares may be issued in a number of different series (such as
the Fund) and classes. Transactions in Fund shares were as follows:
<Table>
<Caption>
YEAR ENDED OCTOBER 31,
------------------------
CLASS A 2003 2002
----------------------------------------------------------------------------------
Sales 5,900,074 8,685,308
Issued to shareholders electing to receive
payments of distributions in Fund shares 5,918 --
Redemptions (5,756,750) (4,812,335)
----------------------------------------------------------------------------------
NET INCREASE 149,242 3,872,973
----------------------------------------------------------------------------------
<Caption>
YEAR ENDED OCTOBER 31,
------------------------
CLASS B 2003 2002
----------------------------------------------------------------------------------
Sales 3,567,336 7,774,377
Redemptions (3,336,368) (3,770,456)
----------------------------------------------------------------------------------
NET INCREASE 230,968 4,003,921
----------------------------------------------------------------------------------
<Caption>
YEAR ENDED OCTOBER 31,
------------------------
CLASS C 2003 2002
----------------------------------------------------------------------------------
Sales 4,749,340 8,160,826
Redemptions (4,888,981) (3,730,005)
----------------------------------------------------------------------------------
NET INCREASE (DECREASE) (139,641) 4,430,821
----------------------------------------------------------------------------------
<Caption>
YEAR ENDED OCTOBER 31,
------------------------
CLASS D 2003 2002
----------------------------------------------------------------------------------
Sales 281,728 617,403
Redemptions (133,553) (317,381)
----------------------------------------------------------------------------------
NET INCREASE 148,175 300,022
----------------------------------------------------------------------------------
</Table>
4 TRANSACTIONS WITH AFFILIATES
The administrative fee is earned by Eaton Vance Management (EVM) as
compensation for managing and administering the business affairs of the Fund.
Under the administration agreement, EVM earns a fee in the amount of 0.15%
per annum of the average daily net assets of the Fund. For the year ended
October 31, 2003, the administration fee amounted to $836,390. 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.
Except for Trustees of the Fund and the Portfolio who are not members of
EVM's or BMR's organization, officers and Trustees receive remuneration for
their services to the Fund out of the investment adviser and administrative
fees earned by EVM and BMR. The Fund was informed that Eaton Vance
Distributors, Inc. (EVD), a subsidiary of EVM and the Fund's principal
underwriter, received $86,782 as its portion of the sales charge on sales of
Class A for the year ended October 31, 2003.
EVM serves as the sub-transfer agent of the Fund and receives an aggregate
fee based upon the actual expenses incurred by EVM in the performance of
those services. For the year ended October 31, 2003, EVM earned $60,300 in
sub-transfer agent fees from the Fund.
Certain officers and Trustees of the Fund and of the Portfolio are officers
of the above organizations.
5 DISTRIBUTION AND SERVICE PLANS
The Fund has in effect distribution plans for Class B shares (Class B Plan),
Class C shares (Class C Plan), and Class D shares (Class D plan) pursuant to
Rule 12b-1 under the Investment Company Act of 1940 and a service plan for
Class A shares (Class A Plan) (collectively, the Plans). The Class B, Class
C, and Class D Plans require the Fund to pay EVD amounts equal to 1/365 of
0.75% of the Fund's average daily net assets attributable to Class B, Class
C, and Class D 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%, 6.25%, and
5% of the aggregate amount received by the Fund for the Class B, Class C, and
Class D 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 6) and
daily amounts theretofore paid to EVD by each respective class. The Fund paid
or accrued $1,368,455, $1,346,302, and $60,302 for Class B, Class C, and
Class D shares, respectively, to or payable to EVD for the year ended October
31, 2003, representing 0.75% of the average daily net assets for Class B,
Class C, and Class D shares. At October 31, 2003,
14
<Page>
the amount of Uncovered Distribution Charges of EVD calculated under the
Plans was approximately $6,953,000, $17,499,000, and $446,000 for Class B,
Class C, and Class D shares, respectively.
The Plans authorize the Fund to make payments of service fees to EVD,
investment dealers and other persons in amounts equal to 0.25% of the Fund's
average daily net assets attributable to Class A, Class B, Class C, and Class
D shares for each fiscal year. Service fee payments are made for personal
services and/or the maintenance of shareholder accounts. Service fees are
separate and distinct from the sales commissions and distribution fees
payable by the Fund to EVD and, as such, are not subject to automatic
discontinuance when there are no outstanding Uncovered Distribution Charges
of EVD. Service fee payments for the year ended October 31, 2003 amounted to
$468,964, $456,152, $448,767 and $20,101 for Class A, Class B, Class C, and
Class D shares, respectively.
6 CONTINGENT DEFERRED SALES CHARGE
A contingent deferred sales charge (CDSC) generally is imposed on redemptions
of Class B and Class D shares made within six years of purchase and on
redemptions of Class C shares made within one year 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. Class A shares may be subject to
a 1% CDSC if redeemed within one year of purchase (depending upon the
circumstances of purchase). Class B and Class D CDSC 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 will be 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. CDSC charges received on Class B, Class C, and
Class D redemptions are paid to EVD to reduce the amount of Uncovered
Distribution Charges calculated under the Class B, Class C, and Class D Plans
(see Note 5). CDSC received on Class B, Class C, and Class D redemptions when
no Uncovered Distribution Charges exist for the respective classes will be
credited to the Fund. EVD received approximately $589,000, $22,000, and
$42,000 of CDSC paid by shareholders for Class B shares, Class C shares, and
Class D shares, respectively, for the year ended October 31, 2003.
7 INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio aggregated
$157,108,963 and $157,600,993, respectively, for the year ended October 31,
2003.
8 SHAREHOLDER MEETING
The Fund held a Special Meeting of Shareholders on June 6, 2003 to elect
Trustees. The results of the vote were as follows:
<Table>
<Caption>
NUMBER OF SHARES
----------------------------
NOMINEE FOR TRUSTEE AFFIRMATIVE WITHHOLD
--------------------------------------------------------------
Jessica M. Bibliowicz 37,559,534 653,152
Donald R. Dwight 37,552,589 660,097
James B. Hawkes 37,594,676 618,009
Samuel L. Hayes, III 37,550,500 662,186
William H. Park 37,588,087 624,599
Norton H. Reamer 37,561,186 651,500
Lynn A. Stout 37,569,156 643,530
</Table>
Each Nominee was also elected a Trustee of the Portfolio. Donald R. Dwight
retired as a Trustee effective July 1, 2003 pursuant to the mandatory
retirement policy of the Trust.
15
<Page>
EATON VANCE TAX-MANAGED VALUE FUND as of October 31, 2003
INDEPENDENT AUDITORS' REPORT
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 series of Eaton Vance Mutual
Funds Trust) as of October 31, 2003, 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
years in the three year period then ended and for the period ended October 31,
2000. 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 auditing standards generally accepted
in the United States of America. 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. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes 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 present
fairly, in all material respects, the financial position of Eaton Vance
Tax-Managed Value Fund at October 31, 2003, the results of its operations, the
changes in its net assets and its financial highlights for the respective stated
periods in conformity with accounting principles generally accepted in the
United States of America.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 16, 2003
16
<Page>
TAX-MANAGED VALUE PORTFOLIO as of October 31, 2003
PORTFOLIO OF INVESTMENTS
COMMON STOCKS -- 99.1%
<Table>
<Caption>
SECURITY SHARES VALUE
- -----------------------------------------------------------------------------------------------
AEROSPACE AND DEFENSE -- 3.5%
General Dynamics Corp. 150,000 $ 12,555,000
Northrop Grumman Corp. 73,500 6,570,900
United Technologies Corp. 55,000 4,657,950
- -----------------------------------------------------------------------------------------------
$ 23,783,850
- -----------------------------------------------------------------------------------------------
AUTO PARTS AND EQUIPMENT -- 0.5%
BorgWarner, Inc. 46,000 $ 3,661,140
- -----------------------------------------------------------------------------------------------
$ 3,661,140
- -----------------------------------------------------------------------------------------------
BANKS-REGIONAL -- 14.4%
Bank of America Corp. 170,000 $ 12,874,100
Bank One Corp. 150,000 6,367,500
Charter One Financial, Inc. 108,000 3,451,680
FleetBoston Financial Corp. 260,000 10,501,400
SouthTrust Corp. 220,000 7,007,000
TCF Financial Corp. 150,000 7,827,000
UnionBanCal Corp. 140,000 7,583,800
Wachovia Corp. 300,000 13,761,000
Washington Mutual, Inc. 304,500 13,321,875
Wells Fargo & Co. 255,000 14,361,600
- -----------------------------------------------------------------------------------------------
$ 97,056,955
- -----------------------------------------------------------------------------------------------
BROADCASTING AND CABLE -- 3.0%
Clear Channel Communications, Inc. 230,000 $ 9,388,600
Comcast Corp., Class A(1) 325,000 11,024,000
- -----------------------------------------------------------------------------------------------
$ 20,412,600
- -----------------------------------------------------------------------------------------------
BUILDING PRODUCTS -- 1.1%
Lennar Corp. 80,000 $ 7,348,000
- -----------------------------------------------------------------------------------------------
$ 7,348,000
- -----------------------------------------------------------------------------------------------
CHEMICALS -- 1.7%
Air Products and Chemicals, Inc. 247,000 $ 11,216,270
- -----------------------------------------------------------------------------------------------
$ 11,216,270
- -----------------------------------------------------------------------------------------------
COMMERCIAL SERVICES -- 0.6%
Service Master Co. (The) 327,000 $ 3,750,690
- -----------------------------------------------------------------------------------------------
$ 3,750,690
- -----------------------------------------------------------------------------------------------
COMMUNICATIONS SERVICES -- 5.7%
ALLTEL Corp. 233,500 $ 11,037,545
BellSouth Corp. 225,000 5,919,750
SBC Communications, Inc. 527,000 12,637,460
Verizon Communications, Inc. 267,600 8,991,360
- -----------------------------------------------------------------------------------------------
$ 38,586,115
- -----------------------------------------------------------------------------------------------
COMPUTERS AND BUSINESS EQUIPMENT -- 3.9%
Diebold, Inc. 106,000 $ 6,048,360
Hewlett-Packard Co. 298,000 6,648,380
International Business Machines Corp. 150,000 13,422,000
- -----------------------------------------------------------------------------------------------
$ 26,118,740
- -----------------------------------------------------------------------------------------------
DIVERSIFIED MANUFACTURING -- 0.8%
Emerson Electric Co. 100,500 $ 5,703,375
- -----------------------------------------------------------------------------------------------
$ 5,703,375
- -----------------------------------------------------------------------------------------------
ELECTRIC UTILITIES -- 6.9%
ALLETE, Inc. 150,000 $ 4,531,500
Dominion Resources, Inc. 155,000 9,548,000
Entergy Corp. 176,000 9,486,400
Exelon Corp. 188,000 11,928,600
Firstenergy Corp. 50,000 1,719,500
FPL Group, Inc. 150,000 9,561,000
- -----------------------------------------------------------------------------------------------
$ 46,775,000
- -----------------------------------------------------------------------------------------------
ENTERTAINMENT -- 0.5%
Time Warner, Inc.(1) 212,500 $ 3,249,125
- -----------------------------------------------------------------------------------------------
$ 3,249,125
- -----------------------------------------------------------------------------------------------
FINANCIAL SERVICES -- 6.9%
Citigroup, Inc. 335,000 $ 15,879,000
Countrywide Financial Corp. 32,000 3,363,840
Fannie Mae 105,000 7,527,450
First Data Corp. 158,000 5,640,600
J.P. Morgan Chase & Co. 185,000 6,641,500
National Commerce Financial Corp. 265,000 7,279,550
- -----------------------------------------------------------------------------------------------
$ 46,331,940
- -----------------------------------------------------------------------------------------------
</Table>
See notes to financial statements.
17
<Page>
<Table>
<Caption>
SECURITY SHARES VALUE
- -----------------------------------------------------------------------------------------------
FOODS -- 2.3%
Nestle SA(2) 35,500 $ 7,792,586
Sara Lee Corp. 375,000 7,473,750
- -----------------------------------------------------------------------------------------------
$ 15,266,336
- -----------------------------------------------------------------------------------------------
HEALTH CARE SERVICES -- 0.7%
Caremark Rx, Inc.(1) 175,000 $ 4,383,750
- -----------------------------------------------------------------------------------------------
$ 4,383,750
- -----------------------------------------------------------------------------------------------
HOUSEHOLD PRODUCTS -- 1.8%
Kimberly-Clark Corp. 145,000 $ 7,657,450
Unilever NV 72,000 4,222,800
- -----------------------------------------------------------------------------------------------
$ 11,880,250
- -----------------------------------------------------------------------------------------------
INFORMATION TECHNOLOGY AND MANAGEMENT CONSULTING -- 0.7%
Accenture Ltd., Class A(1)(2) 204,000 $ 4,773,600
- -----------------------------------------------------------------------------------------------
$ 4,773,600
- -----------------------------------------------------------------------------------------------
INSURANCE -- 5.3%
Allstate Corp. (The) 150,000 $ 5,925,000
Marsh & McLennan Cos., Inc. 75,000 3,206,250
MetLife, Inc. 450,000 14,130,000
Progressive Corp. 97,000 7,158,600
XL Capital Ltd., Class A(2) 75,000 5,212,500
- -----------------------------------------------------------------------------------------------
$ 35,632,350
- -----------------------------------------------------------------------------------------------
INVESTMENT SERVICES -- 4.7%
Franklin Resources, Inc. 73,000 $ 3,461,660
Goldman Sachs Group, Inc. 113,500 10,657,650
Merrill Lynch & Co., Inc. 165,000 9,768,000
Morgan Stanley 146,500 8,038,455
- -----------------------------------------------------------------------------------------------
$ 31,925,765
- -----------------------------------------------------------------------------------------------
LEISURE AND TOURISM -- 0.5%
Carnival Corp.(2) 100,000 $ 3,491,000
- -----------------------------------------------------------------------------------------------
$ 3,491,000
- -----------------------------------------------------------------------------------------------
MACHINERY -- 1.4%
Deere and Co. 150,000 $ 9,093,000
- -----------------------------------------------------------------------------------------------
$ 9,093,000
- -----------------------------------------------------------------------------------------------
MEDICAL - DRUGS -- 3.5%
Cardinal Health, Inc. 140,000 $ 8,307,600
Pfizer, Inc. 245,000 7,742,000
Wyeth 172,000 7,592,080
- -----------------------------------------------------------------------------------------------
$ 23,641,680
- -----------------------------------------------------------------------------------------------
METALS - INDUSTRIAL -- 2.1%
Alcoa, Inc. 445,000 $ 14,048,650
- -----------------------------------------------------------------------------------------------
$ 14,048,650
- -----------------------------------------------------------------------------------------------
OIL AND GAS - EQUIPMENT AND SERVICES -- 2.6%
GlobalSantaFe Corp. 368,000 $ 8,283,680
Noble Corp.(1) 273,000 9,372,090
- -----------------------------------------------------------------------------------------------
$ 17,655,770
- -----------------------------------------------------------------------------------------------
OIL AND GAS - INTEGRATED -- 7.0%
ChevronTexaco Corp. 150,000 $ 11,145,000
ConocoPhillips 225,000 12,858,750
Exxon Mobil Corp. 305,000 11,156,900
Occidental Petroleum Corp. 340,000 11,988,400
- -----------------------------------------------------------------------------------------------
$ 47,149,050
- -----------------------------------------------------------------------------------------------
PAPER AND FOREST PRODUCTS -- 1.9%
Weyerhaeuser Co. 209,000 $ 12,588,070
- -----------------------------------------------------------------------------------------------
$ 12,588,070
- -----------------------------------------------------------------------------------------------
PUBLISHING -- 1.8%
Gannett Co., Inc. 148,000 $ 12,448,280
- -----------------------------------------------------------------------------------------------
$ 12,448,280
- -----------------------------------------------------------------------------------------------
REITS -- 2.7%
AMB Property Corp. 112,500 $ 3,373,875
Avalonbay Communities, Inc. 75,000 3,425,250
General Growth Properties, Inc. 50,000 3,825,000
Public Storage, Inc. 90,000 3,600,000
Vornado Realty Trust 75,000 3,791,250
- -----------------------------------------------------------------------------------------------
$ 18,015,375
- -----------------------------------------------------------------------------------------------
RESTAURANTS -- 1.0%
McDonald's Corp. 270,000 $ 6,752,700
- -----------------------------------------------------------------------------------------------
$ 6,752,700
- -----------------------------------------------------------------------------------------------
</Table>
See notes to financial statements.
18
<Page>
<Table>
<Caption>
SECURITY SHARES VALUE
- -----------------------------------------------------------------------------------------------
RETAIL - SPECIALTY AND APPAREL -- 4.6%
Sears, Roebuck & Co. 187,000 $ 9,841,810
Target Corporation 196,000 7,789,040
TJX Companies, Inc. 625,000 13,118,750
- -----------------------------------------------------------------------------------------------
$ 30,749,600
- -----------------------------------------------------------------------------------------------
TELECOMMUNICATION EQUIPMENT MANUFACTURING -- 1.4%
Motorola, Inc. 250,000 $ 3,382,500
Nokia Corp. - Sponsored ADR 375,000 6,371,250
- -----------------------------------------------------------------------------------------------
$ 9,753,750
- -----------------------------------------------------------------------------------------------
TOBACCO -- 1.4%
Altria Group, Inc. 207,000 $ 9,625,500
- -----------------------------------------------------------------------------------------------
$ 9,625,500
- -----------------------------------------------------------------------------------------------
TRANSPORT - SERVICES -- 0.8%
FedEx Corp. 68,500 $ 5,189,560
- -----------------------------------------------------------------------------------------------
$ 5,189,560
- -----------------------------------------------------------------------------------------------
TRANSPORTATION -- 1.4%
Union Pacific Corp. 150,000 $ 9,390,000
- -----------------------------------------------------------------------------------------------
$ 9,390,000
- -----------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(IDENTIFIED COST, $544,840,422) $ 667,447,836
- -----------------------------------------------------------------------------------------------
</Table>
SHORT-TERM INVESTMENTS -- 0.9%
<Table>
<Caption>
PRINCIPAL
AMOUNT
SECURITY (000'S OMITTED) VALUE
- ---------------------------------------------------------------------------------
Investors Bank & Trust Company
Time Deposit, 1.08%, 11/3/03 $ 6,285 $ 6,285,000
- ---------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS
(AT AMORTIZED COST, $6,285,000) $ 6,285,000
- ---------------------------------------------------------------------------------
TOTAL INVESTMENTS -- 100.0%
(IDENTIFIED COST, $551,125,422) $ 673,732,836
- ---------------------------------------------------------------------------------
OTHER ASSETS, LESS LIABILITIES -- (0.0)% $ (321,018)
- ---------------------------------------------------------------------------------
NET ASSETS -- 100.0% $ 673,411,818
- ---------------------------------------------------------------------------------
</Table>
ADR - American Depositary Receipt
(1) Non-income producing security.
(2) Foreign security.
See notes to financial statements.
19
<Page>
TAX-MANAGED VALUE PORTFOLIO as of October 31, 2003
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
AS OF OCTOBER 31, 2003
<Table>
ASSETS
Investments, at value (identified cost, $551,125,422) $ 673,732,836
Cash 14,750
Receivable for investments sold 1,486,355
Interest and dividends receivable 1,177,941
Tax reclaim receivable 27,700
- ---------------------------------------------------------------------------------
TOTAL ASSETS $ 676,439,582
- ---------------------------------------------------------------------------------
LIABILITIES
Payable for investments purchased $ 2,934,826
Payable to affiliate for Trustees' fees 433
Accrued expenses 92,505
- ---------------------------------------------------------------------------------
TOTAL LIABILITIES $ 3,027,764
- ---------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO INVESTORS' INTEREST IN PORTFOLIO $ 673,411,818
- ---------------------------------------------------------------------------------
SOURCES OF NET ASSETS
Net proceeds from capital contributions and withdrawals $ 550,803,474
Net unrealized appreciation (computed on the basis
of identified cost) 122,608,344
- ---------------------------------------------------------------------------------
TOTAL $ 673,411,818
- ---------------------------------------------------------------------------------
</Table>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED
OCTOBER 31, 2003
<Table>
INVESTMENT INCOME
Dividends (net of foreign taxes, $250,503) $ 12,833,476
Interest 170,267
- ---------------------------------------------------------------------------------
TOTAL INVESTMENT INCOME $ 13,003,743
- ---------------------------------------------------------------------------------
EXPENSES
Investment adviser fee $ 3,855,245
Trustees' fees and expenses 17,909
Custodian fee 242,992
Legal and accounting services 61,693
Miscellaneous 18,751
- ---------------------------------------------------------------------------------
TOTAL EXPENSES $ 4,196,590
- ---------------------------------------------------------------------------------
NET INVESTMENT INCOME $ 8,807,153
- ---------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) --
Investment transactions (identified cost basis) $ 5,318,368
Foreign currency transactions 1,666
- ---------------------------------------------------------------------------------
NET REALIZED GAIN $ 5,320,034
- ---------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) --
Investments (identified cost basis) $ 78,815,664
Foreign currency (3,282)
- ---------------------------------------------------------------------------------
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) $ 78,812,382
- ---------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN $ 84,132,416
- ---------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 92,939,569
- ---------------------------------------------------------------------------------
</Table>
See notes to financial statements.
20
<Page>
STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
YEAR ENDED YEAR ENDED
OCTOBER 31, 2003 OCTOBER 31, 2002
- --------------------------------------------------------------------------------------------------
INCREASE (DECREASE)
IN NET ASSETS
From operations --
Net investment income $ 8,807,153 $ 5,774,040
Net realized gain (loss) 5,320,034 (90,144,892)
Net change in unrealized
appreciation (depreciation) 78,812,382 20,856,370
- --------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS $ 92,939,569 $ (63,514,482)
- --------------------------------------------------------------------------------------------------
Capital transactions --
Contributions $ 177,743,922 $ 331,362,431
Withdrawals (159,632,380) (147,934,370)
- --------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM
CAPITAL TRANSACTIONS $ 18,111,542 $ 183,428,061
- --------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS $ 111,051,111 $ 119,913,579
- --------------------------------------------------------------------------------------------------
NET ASSETS
At beginning of year $ 562,360,707 $ 442,447,128
- --------------------------------------------------------------------------------------------------
AT END OF YEAR $ 673,411,818 $ 562,360,707
- --------------------------------------------------------------------------------------------------
</Table>
See notes to financial statements.
21
<Page>
SUPPLEMENTARY DATA
<Table>
<Caption>
YEAR ENDED OCTOBER 31,
-----------------------------------------------
2003 2002 2001(1)
- -------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratios (As a percentage of average daily net assets):
Expenses 0.70% 0.72% 0.70%(2)
Net investment income 1.47% 0.99% 0.69%(2)
Portfolio Turnover 76% 213% 45%
- -------------------------------------------------------------------------------------------------------
TOTAL RETURN(3) 16.40% (7.99)% --
- -------------------------------------------------------------------------------------------------------
NET ASSETS, END OF YEAR (000's OMITTED) $ 673,412 $ 562,361 $ 442,447
- -------------------------------------------------------------------------------------------------------
</Table>
(1) For the period from the start of business, July 23, 2001, to October 31,
2001.
(2) Annualized.
(3) Total return is required to be disclosed for fiscal years beginning after
December 15, 2000.
See notes to financial statements.
22
<Page>
TAX-MANAGED VALUE PORTFOLIO as of October 31, 2003
NOTES TO FINANCIAL STATEMENTS
1 SIGNIFICANT ACCOUNTING POLICIES
Tax-Managed Value Portfolio (the Portfolio) is registered under the
Investment Company Act of 1940, as amended, as an open-end management
investment company. The Portfolio, which was organized as a trust under the
laws of the state of New York on February 13, 2001, seeks to achieve
long-term after-tax returns by investing in a diversified portfolio of value
securities, primarily in well-established U.S. companies. The Declaration of
Trust permits the Trustees to issue interests in the Portfolio. At October
31, 2003, the Eaton Vance Tax-Managed Value Fund held approximately 92.5%
interest in the Portfolio. The following is a summary of significant
accounting policies consistently followed by the Portfolio in the preparation
of its financial statements. The policies are in conformity with accounting
principles generally accepted in the United States of America.
A INVESTMENT VALUATION -- Marketable securities, including options, that are
listed on foreign or U.S. securities exchanges are valued at closing sale
prices on the exchange where such securities are principally traded.
Marketable securities listed in the NASDAQ National Market System are valued
at the NASDAQ official closing price. Unlisted or listed securities for which
closing sale prices are not available are generally valued at the mean
between the latest bid and asked prices. Futures positions on securities or
currencies are generally valued at closing settlement prices. Short-term debt
securities with a remaining maturity of 60 days or less are valued at
amortized cost, which approximates fair value. Other fixed income and debt
securities, including listed securities and securities for which price
quotations are available, will normally be valued on the basis of valuations
furnished by a pricing service. Over-the-counter options are normally valued
at the mean between the latest bid and asked price. Investments for which
valuations or market quotations are unavailable are valued at fair value
using methods determined in good faith by or at the direction of the
Trustees.
B 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. Interest income is recorded on
the accrual basis.
C INCOME TAXES -- The Portfolio is 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 the Portfolio's investors include regulated investment
companies that invest all or substantially all of their 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.
D FINANCIAL FUTURES CONTRACT -- Upon entering a financial futures contract,
the Portfolio is required to deposit (initial margin) either in cash or
securities an amount equal to a certain percentage of the purchase price
indicated in the financial futures contract. Subsequent payments are made or
received by the Portfolio (margin maintenance) each day, dependent on daily
fluctuations in the value of the underlying security, and are recorded for
book purposes as unrealized gains or losses by the Portfolio. The Portfolio's
investment in financial futures contracts is designed to hedge against
anticipated future changes in price of current or anticipated Portfolio
positions. Should prices move unexpectedly, the Portfolio may not achieve the
anticipated benefits of the financial futures contracts and may realize a
loss.
E EXPENSE REDUCTION -- Investors Bank & Trust Company (IBT) serves as
custodian of the Portfolio. Pursuant to the custodian agreement, IBT receives
a fee reduced by credits which are determined based on the average daily cash
balance the Portfolio maintains with IBT. All significant credit balances
used to reduce the Portfolio'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 OTHER -- Investment transactions are accounted for on a trade date basis.
23
<Page>
2 INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment adviser fee is earned by Boston Management and Research (BMR),
a wholly-owned subsidiary of Eaton Vance Management (EVM), as compensation
for management and investment advisory services rendered to the Portfolio.
Under the advisory agreement, BMR receives a monthly advisory fee in the
amount of 13/240 of 1% (equal to 0.650% annually) of average daily net assets
of the Portfolio up to $500 million, and at reduced rates as daily net assets
exceed that level. For the year ended October 31, 2003, the advisory fee
amounted to $3,855,245. Except for Trustees of the Portfolio who are not
members of EVM's or BMR's organization, officers and Trustees receive
remuneration for their services to the Portfolio out of the investment
adviser fee. Trustees of the Portfolio that are not affiliated with BMR 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, 2003, no significant amounts have been deferred.
Certain officers and Trustees of the Portfolio are officers of the above
organizations.
3 INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than short-term obligations,
aggregated $476,198,180 and $440,937,641, respectively, for the year ended
October 31, 2003.
4 FEDERAL INCOME TAX BASIS OF UNREALIZED APPRECIATION (DEPRECIATION)
The cost and unrealized appreciation (depreciation) in value of the
investments owned at October 31, 2003, as computed on a federal income tax
basis, were as follows:
<Table>
AGGREGATE COST $ 553,346,989
-------------------------------------------------------
Gross unrealized appreciation $ 120,682,952
Gross unrealized depreciation (297,105)
-------------------------------------------------------
NET UNREALIZED APPRECIATION $ 120,385,847
-------------------------------------------------------
</Table>
5 FINANCIAL INSTRUMENTS
The Portfolio may trade in financial instruments with off-balance sheet risk
in the normal course of its investing activities to assist in managing
exposure to various market risks. These financial instruments include written
options, forward foreign currency exchange contracts, and financial futures
contracts and may involve, to a varying degree, elements of risk in excess of
the amounts recognized for financial statement purposes. The notional or
contractual amounts of these instruments represent the investment the
Portfolio has in particular classes of financial instruments and does not
necessarily represent the amounts potentially subject to risk. The
measurement of the risks associated with these instruments is meaningful only
when all related and offsetting transactions are considered. The Portfolio
did not have any open obligations under these financial instruments at
October 31, 2003.
6 LINE OF CREDIT
The Portfolio participates with other portfolios and funds managed by BMR and
EVM and its affiliates in a $150 million unsecured line of credit agreement
with a group of banks. Borrowings will be made by the Portfolio solely to
facilitate the handling of unusual and/or unanticipated short-term cash
requirements. Interest is charged to each participating portfolio or fund
based on its borrowings at an amount above either the Eurodollar rate or
Federal Funds rate. In addition, a fee computed at an annual rate of 0.10% on
the daily unused portion of the line of credit is allocated among the
participating portfolios and funds at the end of each quarter. The Portfolio
did not have any significant borrowings or allocated fees during the year
ended October 31, 2003.
7 INTERESTHOLDER MEETING
The Portfolio held a Special Meeting of Interestholders on June 6, 2003 to
elect Trustees. The results of the vote were as follows:
<Table>
<Caption>
INTEREST IN THE PORTFOLIO
-------------------------
NOMINEE FOR TRUSTEE AFFIRMATIVE WITHHOLD
----------------------------------------------------------
Jessica M. Bibliowicz 98% 2%
Donald R. Dwight 98% 2%
James B. Hawkes 98% 2%
Samuel L. Hayes, III 98% 2%
William H. Park 98% 2%
Norton H. Reamer 98% 2%
Lynn A. Stout 98% 2%
</Table>
Results are rounded to the nearest whole number. Donald R. Dwight retired as
a Trustee effective July 1, 2003 pursuant to the mandatory retirement policy
of the Portfolio.
24
<Page>
TAX-MANAGED VALUE PORTFOLIO as of October 31, 2003
INDEPENDENT AUDITORS' REPORT
TO THE TRUSTEES AND INVESTORS OF TAX-MANAGED VALUE PORTFOLIO:
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Tax-Managed Value Portfolio (the Portfolio) as
of October 31, 2003, and the related statement of operations for the year then
ended, the statements of changes in net assets for the two years then ended and
the supplementary data for the two years ended October 31, 2003 and 2002, and
for the period ended October 31, 2001. 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 auditing standards generally accepted
in the United States of America. 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. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities held as of October 31, 2003 by correspondence with the custodian and
brokers; where replies were not received from brokers, we performed other
auditing procedures. An audit also includes 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 supplementary data present fairly,
in all material respects, the financial position of the Tax-Managed Value
Portfolio at October 31, 2003, the results of its operations, the changes in its
net assets and the supplementary data for the respective stated periods in
conformity with accounting principles generally accepted in the United States of
America.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 16, 2003
25
<Page>
EATON VANCE TAX-MANAGED VALUE FUND
MANAGEMENT AND ORGANIZATION
FUND MANAGEMENT. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and
Tax-Managed Value Portfolio (the Portfolio) are responsible for the overall
management and supervision of the Trust's and Portfolio's affairs. The Trustees
and officers of the Trust and the Portfolio are listed below. Except as
indicated, each individual has held the office shown or other offices in the
same company for the last five years. Trustees and officers of the Trust and the
Portfolio hold indefinite terms of office. The "noninterested Trustees" consist
of those Trustees who are not "interested persons" of the Trust and the
Portfolio, as that term is defined under the 1940 Act. The business address of
each Trustee and officer is The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109. As used below, "EVC" refers to Eaton Vance Corp., "EV"
refers to Eaton Vance, Inc., "EVM" refers to Eaton Vance Management, "BMR"
refers to Boston Management and Research and "EVD" refers to Eaton Vance
Distributors, Inc. EVC and EV are the corporate parent and trustee,
respectively, of EVM and BMR. EVD is the Fund's principal underwriter, the
Portfolio's placement agent and a wholly-owned subsidiary of EVM.
<Table>
<Caption>
POSITION(S) TERM OF NUMBER OF PORTFOLIOS
WITH THE OFFICE AND IN FUND COMPLEX
NAME AND TRUST AND THE LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY
DATE OF BIRTH PORTFOLIO SERVICE DURING PAST FIVE YEARS TRUSTEE(1) OTHER DIRECTORSHIPS HELD
- ------------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE(S)
Jessica M. Bibliowicz Trustee Trustee of President and Chief 192 Director of National
11/28/59 the Trust Executive Officer of Financial Partners
since 1998; National Financial Partners
of the (financial services company)
Portfolio (since April 1999).
since 2001 President and Chief
Operating Officer of John A.
Levin & Co. (registered
investment adviser) (July
1997 to April 1999) and a
Director of Baker, Fentress
& Company, which owns John
A. Levin & Co. (July 1997 to
April 1999). Ms. Bibliowicz
is an interested person
because of her affiliation
with a brokerage firm.
James B. Hawkes Trustee Trustee of Chairman, President and 194 Director of EVC
11/9/41 the Trust Chief Executive Officer of
since 1991; BMR, EVC, EVM and EV;
of the Director of EV; Vice
Portfolio President and Director of
since 2001 EVD. Trustee and/or officer
of 194 registered investment
companies in the Eaton Vance
Fund Complex. Mr.Hawkes is
an interested person because
of his positions with BMR,
EVM, EVC and EV, which are
affiliates of the Trust and
the Portfolio.
NONINTERESTED TRUSTEE(S)
Samuel L. Hayes, III Trustee Trustee of Jacob H. Schiff Professor of 194 Director of Tiffany & Co.
2/23/35 the Trust Investment Banking Emeritus, (specialty retailer) and
since 1986; Harvard University Graduate Telect, Inc.
of the School of Business (telecommunication
Portfolio Administration. services company)
since 2001
William H. Park Trustee Since 2003 President and Chief 191 None
9/19/47 Executive Officer, Prizm
Capital Management, LLC
(investment management firm)
(since 2002). Executive Vice
President and Chief
Financial Officer, United
Asset Management Corporation
(a holding company owning
institutional investment
management firms)
(1982-2001).
Ronald A. Pearlman Trustee Since 2003 Professor of Law, Georgetown 191 None
7/10/40 University Law Center (since
1999). Tax Partner Covington
& Burling, Washington, DC
(1991-2000).
</Table>
26
<Page>
<Table>
<Caption>
POSITION(S) TERM OF NUMBER OF PORTFOLIOS
WITH THE OFFICE AND IN FUND COMPLEX
NAME AND TRUST AND THE LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY
DATE OF BIRTH PORTFOLIO SERVICE DURING PAST FIVE YEARS TRUSTEE(1) OTHER DIRECTORSHIPS HELD
- ------------------------------------------------------------------------------------------------------------------------------------
NONINTERESTED TRUSTEE(S) (CONTINUED)
Norton H. Reamer Trustee Trustee of President and Chief 194 None
9/21/35 the Trust Executive Officer of Asset
since 1986; Management Finance Corp. (a
of the specialty finance company
Portfolio serving the investment
since 2001 management industry) (since
October 2003). President,
Unicorn Corporation (an
investment and financial
advisory services company)
(since September 2000).
Formerly, Chairman, Hellman,
Jordan Management Co., Inc.
(an investment management
company) (2000-2003).
Formerly, Advisory Director
of Berkshire Capital
Corporation (investment
banking firm) (2002-2003).
Formerly, Chairman of the
Board, United Asset
Management Corporation (a
holding company owning
institutional investment
management firms) and
Chairman, President and
Director, UAM Funds (mutual
funds) (1980-2000).
Lynn A. Stout Trustee Trustee of Professor of Law, 194 None
9/14/57 the Trust University of California
since 1998; at Los Angeles School of
of the Law (since July 2001).
Portfolio Formerly, Professor of
since 2001 Law, Georgetown
University Law Center.
</Table>
PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES
<Table>
<Caption>
POSITION(S) TERM OF
WITH THE OFFICE AND
NAME AND TRUST AND THE LENGTH OF PRINCIPAL OCCUPATION(S)
DATE OF BIRTH PORTFOLIO SERVICE DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------------------------------------------
Thomas E. Faust Jr. President of the Trust Since 2002 Executive Vice President of EVM,
5/31/58 BMR, EVC and EV; Chief
Investment Officer of EVM and
BMR and Director of EVC. Chief
Executive Officer of Belair
Capital Fund LLC, Belcrest
Capital Fund LLC, Belmar Capital
Fund LLC, Belport Capital Fund
LLC and Belrose Capital Fund LLC
(private investment companies
sponsored by EVM). Officer of 53
registered investment companies
managed by EVM or BMR.
William H. Ahern, Jr. Vice President of the Since 1995 Vice President of EVM and BMR.
7/28/59 Trust Officer of 35 registered
investment companies managed by
EVM or BMR.
Thomas J. Fetter Vice President of the Since 1997 Vice President of EVM and BMR.
8/20/43 Trust Trustee and President of The
Massachusetts Health & Education
Tax-Exempt Trust. Officer of 127
registered investment companies
managed by EVM or BMR.
Michael R. Mach Vice President Vice President of Vice President of EVM and BMR.
7/15/47 the Trust since Previously, Managing Director
1999; of the and Senior Analyst for Robertson
Portfolio Stephens (1998-1999). Officer of
since 2001 25 registered investment
companies managed by EVM or BMR.
Robert B. MacIntosh Vice President of the Since 1998 Vice President of EVM and BMR.
1/22/57 Trust Officer of 127 registered
investment companies managed by
EVM or BMR.
Duncan W. Richardson Vice President of the Vice President of Senior Vice President and Chief
10/26/57 Trust; President of the the Trust since Equity Investment Officer of EVM
Portfolio 2001; President and BMR. Officer of 41 registered
of the Portfolio investment companies managed by
since 2002 EVM or BMR.
Walter A. Row, III Vice President of the Since 2001 Director of Equity Research and
7/20/57 Trust a Vice President of EVM and BMR.
Officer of 22 registered
investment companies managed by
EVM or BMR.
Judith A. Saryan Vice President of the Since 2003 Vice President of EVM and BMR.
8/21/54 Trust Previously, Portfolio Manager
and Equity Analyst for State
Street Global Advisers
(1980-1999). Officer of 24
registered investment companies
managed by EVM or BMR.
</Table>
27
<Page>
<Table>
<Caption>
POSITION(S) TERM OF
WITH THE OFFICE AND
NAME AND TRUST AND THE LENGTH OF PRINCIPAL OCCUPATION(S)
DATE OF BIRTH PORTFOLIO SERVICE DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------------------------------------------
PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES (CONTINUED)
Susan Schiff Vice President of the Since 2002 Vice President of EVM and BMR.
3/13/61 Trust Officer of 26 registered
investment companies managed by
EVM or BMR.
Alan R. Dynner Secretary Secretary of the Trust Vice President, Secretary and
10/10/40 since 1997; of the Chief Legal Officer of BMR, EVM,
Portfolio since 2001 EVD, EV and EVC. Officer of 194
registered investment companies
managed by EVM or BMR. Officer
of 194 registered investment
companies managed by EVM or BMR.
Barbara E. Campbell Treasurer of the Since 2002(2) Vice President of EVM and BMR.
6/19/57 Portfolio Officer of 194 registered
investment companies managed by
EVM or BMR.
James L. O'Connor Treasurer of the Since 1989 Vice President of BMR, EVM and
4/1/45 Trust EVD. Officer of 115 registered
investment companies managed by
EVM or BMR.
</Table>
(1) Includes both master and feeder funds in a master-feeder structure.
(2) Prior to 2002, Ms. Campbell served as Assistant Treasurer of the Portfolio
since 2001.
The SAI for the Fund includes additional information about the Trustees and
officers of the Fund and the Portfolio and can be obtained without charge by
calling 1-800-225-6265.
28
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INVESTMENT ADVISER OF TAX-MANAGED VALUE PORTFOLIO
BOSTON MANAGEMENT AND RESEARCH
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MA 02109
ADMINISTRATOR OF EATON VANCE TAX-MANAGED VALUE FUND
EATON VANCE MANAGEMENT
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MA 02109
PRINCIPAL UNDERWRITER
EATON VANCE DISTRIBUTORS, INC.
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MA 02109
(617) 482-8260
CUSTODIAN
INVESTORS BANK & TRUST COMPANY
200 CLARENDON STREET
BOSTON, MA 02116
TRANSFER AGENT
PFPC INC.
ATTN: EATON VANCE FUNDS
P.O. BOX 9653
PROVIDENCE, RI 02940-9653
(800) 262-1122
INDEPENDENT AUDITORS
DELOITTE & TOUCHE LLP
200 BERKELEY STREET
BOSTON, MA 02116-5022
EATON VANCE TAX-MANAGED VALUE FUND
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MA 02109
THIS REPORT MUST BE PRECEDED OR ACCOMPANIED BY A CURRENT PROSPECTUS WHICH
CONTAINS MORE COMPLETE INFORMATION ON THE FUND, INCLUDING ITS SALES CHARGES AND
EXPENSES. PLEASE READ THE PROSPECTUS CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
<Page>
501-12/03 TVSRC
<Page>
ITEM 2. CODE OF ETHICS
The registrant has adopted a code of ethics applicable to its Principal
Executive Officer, Principal Financial Officer and Principal Accounting Officer.
The registrant undertakes to provide a copy of such code of ethics to any person
upon request, without charge, by calling 1-800-262-1122.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
The registrant's Board has designated William H. Park, Samuel L. Hayes, III and
Norton H. Reamer, each an independent trustee, as its audit committee financial
experts. Mr. Park is a certified public accountant who is the President and
Chief Executive Officer of Prizm Capital Management, LLC (a fixed income
investment management firm). Previously, he served as Executive Vice President
and
<Page>
Chief Financial Officer of United Asset Management Corporation ("UAM") (a
holding company owning institutional investment management firms). Mr. Hayes is
the Jacob H. Schiff Professor of Investment Banking Emeritus of the Harvard
University Graduate School of Business Administration. Mr. Reamer is the
President of Unicorn Capital (an investment and financial advisory services
company), Chairman of Hellman, Jordan Management Co., Inc. (an investment
management company) and Advisory Director of Berkshire Capital Corporation (an
investment banking firm). Previously, Mr. Reamer was Chairman of the Board of
UAM and Chairman, President and Director of the UAM Funds (mutual funds).
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not Required in Filing.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
Not Required in Filing.
ITEM 6. [RESERVED]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES
Not required in this filing.
ITEM 8. [RESERVED]
ITEM 9. 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 significant changes in the registrant's internal controls
or in other factors that could significantly affect these controls subsequent to
the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
ITEM 10. EXHIBITS
(a)(1) Registrant's Code of Ethics - Not applicable (please see Item 2).
(a)(2)(i) Treasurer's Section 302 certification.
<Page>
(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 (On behalf of Eaton Vance Tax-Managed Value Fund)
- --------------------------------------------------------------------------------
By: /s/ Thomas E. Faust Jr.
----------------------------
Thomas E. Faust Jr.
President
Date: December 16, 2003
-----------------
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/ James L. O'Connor
----------------------------
James L. O'Connor
Treasurer
Date: December 16, 2003
-----------------
By: /s/ Thomas E. Faust Jr.
----------------------------
Thomas E. Faust Jr.
President
Date: December 16, 2003
-----------------