<Page>
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-08014
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Utilities Portfolio
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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)
December 31
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Date of Fiscal Year End
December 31, 2003
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Date of Reporting Period
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ITEM 1. REPORTS TO STOCKHOLDERS
<Page>
UTILITIES PORTFOLIO as of December 31, 2003
PORTFOLIO OF INVESTMENTS
COMMON STOCKS -- 92.6%
<Table>
<Caption>
SECURITY SHARES VALUE
- -------------------------------------------------------------------------------------------
BROADCASTING AND CABLE -- 0.0%
Antena 3 Television SA(1)(2) 845 $ 37,240
Ovation, Inc.(2)(3) 18,040 0
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$ 37,240
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ELECTRIC UTILITIES -- 30.8%
ALLETE, Inc. 555,000 $ 16,983,000
Alliant Energy Corp. 100,000 2,490,000
Black Hills Corp. 100,000 2,983,000
Dominion Resources, Inc. 100,000 6,383,000
Edison International 100,000 2,193,000
Endesa SA(1) 100,000 1,923,559
Enel SPA(1) 500,000 3,399,338
Energy East Corp. 710,000 15,904,000
Entergy Corp. 305,000 17,424,650
Exelon Corp. 280,625 18,622,275
Fortis, Inc.(1) 50,000 2,248,404
Fortum Oyj(1) 450,000 4,643,029
FPL Group, Inc. 50,000 3,271,000
National Grid Transco PLC(1) 763,810 5,472,756
Pepco Holdings, Inc. 512,800 10,020,112
PPL Corp. 198,500 8,684,375
Public Power Corp.(1) 65,000 1,606,960
Public Service Enterprise Group, Inc. 193,100 8,457,780
Scottish and Southern Energy PLC(1) 500,000 6,023,855
WPS Resources Corp. 50,000 2,311,500
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$ 141,045,593
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ENGINEERING AND CONSTRUCTION -- 0.3%
Bouygues(1) 37,140 $ 1,298,586
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$ 1,298,586
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GAS UTILITIES -- 5.1%
AGL Resources, Inc. 130,000 $ 3,783,000
Equitable Resources, Inc. 210,000 9,013,200
KeySpan Corp. 20,000 736,000
ONEOK, Inc. 122,600 2,707,008
TransAlta Corp.(1) 125,000 1,777,500
Vectren Corp. 102,000 2,514,300
Williams Co., Inc. (The) 300,000 2,946,000
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$ 23,477,008
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INTEGRATED OIL -- 8.8%
BP PLC ADR(1) 175,000 $ 8,636,250
ChevronTexaco Corp. 100,000 8,639,000
ConocoPhillips 115,000 7,540,550
Exxon Mobil Corp. 150,000 6,150,000
Total SA ADR(1) 100,000 9,251,000
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$ 40,216,800
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OIL AND GAS - EQUIPMENT AND SERVICES -- 0.4%
Marathon Oil Corp. 50,000 $ 1,654,500
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$ 1,654,500
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OIL AND GAS - EXPLORATION AND PRODUCTION -- 2.3%
Occidental Petroleum Corp. 220,000 $ 9,292,800
Talisman Energy, Inc.(1) 20,000 1,132,000
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$ 10,424,800
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PUBLISHING -- 0.7%
Pearson PLC(1) 200,000 $ 2,226,947
Pearson PLC ADR(1) 75,000 840,750
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$ 3,067,697
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TELECOMMUNICATIONS SERVICES -- 13.1%
Alltel Corp.(2) 100,000 $ 4,658,000
BT Group PLC(1) 1,700,000 5,728,928
Chunghwa Telecom Co., Ltd. ADR(1) 154,800 2,244,600
Deutsche Telekom AG(1)(2) 400,000 7,204,831
Elisa Oyj(1)(2) 230,000 3,075,171
Koninklijke (Royal) KPN NV(1)(2) 100,000 771,946
Sempra Energy 254,700 7,656,282
TDC A/S(1) 300,600 10,846,379
Telecom Italia Mobile(1) 752,000 4,088,187
Telefonica SA(1) 250,000 3,670,528
Telekom Austria AG(1)(2) 4,598 56,837
Telenor ASA(1) 1,000,000 6,538,600
TELUS Corp.(1) 200,000 3,722,000
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$ 60,262,289
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TELEPHONE UTILITIES -- 15.3%
BCE, Inc.(1) 540,400 $ 12,083,344
BellSouth Corp. 625,000 17,687,500
Manitoba Telecom Services, Inc.(1) 60,000 2,043,877
</Table>
See notes to financial statements.
15
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<Table>
<Caption>
SECURITY SHARES VALUE
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TELEPHONE UTILITIES (CONTINUED)
SBC Communications, Inc. 825,000 $ 21,507,750
Telefonos de Mexico SA de CV (Telmex) ADR(1) 200,000 6,606,000
Verizon Communications, Inc. 295,000 10,348,600
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$ 70,277,071
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UTILITIES - ELECTRICAL AND GAS -- 12.1%
Ameren Corp. 50,800 $ 2,336,800
Centrica PLC(1) 1,100,000 4,154,938
Cinergy Corp. 200,000 7,762,000
FirstEnergy Corp. 365,000 12,848,000
MDU Resources Group, Inc. 313,350 7,460,864
NSTAR 50,000 2,425,000
PG&E Corp.(2) 425,000 11,802,250
Scottish Power PLC(1) 754,290 5,026,463
Xcel Energy, Inc. 100,000 1,698,000
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$ 55,514,315
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WATER UTILITIES -- 3.1%
Philadelphia Suburban Corp. 325,000 $ 7,182,500
United Utilities PLC(1) 180,207 1,598,471
Veolia Environnement(1) 197,588 5,308,548
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$ 14,089,519
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WIRELESS TELECOMMUNICATIONS SERVICES -- 0.6%
Centennial Communications Corp.(2) 200,000 $ 1,052,000
Western Wireless Corp.(2) 100,000 1,836,000
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$ 2,888,000
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TOTAL COMMON STOCKS
(IDENTIFIED COST $346,271,694) $ 424,253,418
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CONVERTIBLE PREFERRED STOCKS -- 6.2%
ELECTRIC UTILITIES -- 1.9%
FPL Group, Inc.(2) 150,000 $ 8,659,500
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$ 8,659,500
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GAS UTILITIES -- 1.6%
KeySpan Corp.(2) 100,000 $ 5,390,000
Williams Cos., Inc.(2)(4) 29,400 1,914,675
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$ 7,304,675
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TELECOMMUNICATIONS SERVICES -- 1.0%
Alltel Corp. 100,000 $ 4,970,000
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$ 4,970,000
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UTILITIES - ELECTRICAL AND GAS -- 1.7%
Cinergy Corp.(2) 120,000 $ 7,644,000
Reliant Resources, Inc.(2)(4) 100,000 113,875
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$ 7,757,875
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TOTAL CONVERTIBLE PREFERRED STOCKS
(IDENTIFIED COST $25,073,200) $ 28,692,050
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PREFERRED STOCKS -- 0.0%
BROADCASTING AND CABLE -- 0.0%
Ovation, Inc. (PIK)(3) 807 $ 0
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$ 0
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TOTAL PREFERRED STOCKS
(IDENTIFIED COST $3,595,224) $ 0
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SHORT-TERM INVESTMENTS -- 1.1%
<Caption>
PRINCIPAL
AMOUNT
SECURITY (000'S OMITTED) VALUE
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Investors Bank and Trust Time Deposit,
1.01%, 1/2/04 $ 5,037 $ 5,037,000
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TOTAL SHORT-TERM INVESTMENTS
(AT AMORTIZED COST, $5,037,000) $ 5,037,000
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TOTAL INVESTMENTS -- 99.9%
(IDENTIFIED COST $379,977,118) $ 457,982,468
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OTHER ASSETS, LESS LIABILITIES -- 0.1% $ 356,093
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NET ASSETS -- 100.0% $ 458,338,561
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</Table>
ADR - American Depositary Receipt
PIK - Payment In Kind.
(1) Foreign security.
(2) Non-income producing security.
(3) Private Placement security valued at fair value using methods determined in
good faith by or at the direction of the Trustees.
(4) Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers.
See notes to financial statements.
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UTILITIES PORTFOLIO as of December 31, 2003
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 2003
<Table>
ASSETS
Investments, at value (identified cost, $379,977,118) $ 457,982,468
Cash 1,532
Interest and dividends receivable 1,021,414
Tax reclaim receivable 43,362
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TOTAL ASSETS $ 459,048,776
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LIABILITIES
Payable for investments purchased $ 685,765
Payable to affiliate for Trustees' fees 4,657
Accrued expenses 19,793
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TOTAL LIABILITIES $ 710,215
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NET ASSETS APPLICABLE TO INVESTORS' INTEREST IN PORTFOLIO $ 458,338,561
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SOURCES OF NET ASSETS
Net proceeds from capital contributions and withdrawals $ 380,332,778
Net unrealized appreciation (computed on the basis of identified cost) 78,005,783
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TOTAL $ 458,338,561
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</Table>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED
DECEMBER 31, 2003
<Table>
INVESTMENT INCOME
Dividends (net of foreign taxes, $446,501) $ 15,066,255
Interest 6,933
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TOTAL INVESTMENT INCOME $ 15,073,188
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EXPENSES
Investment adviser fee $ 2,476,178
Trustees' fees and expenses 17,446
Custodian fee 215,126
Legal and accounting services 37,886
Interest expense 7,002
Miscellaneous 10,959
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TOTAL EXPENSES $ 2,764,597
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NET INVESTMENT INCOME $ 12,308,591
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REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) --
Investment transactions (identified cost basis) $ 14,161,481
Foreign currency transactions 6,799
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NET REALIZED GAIN $ 14,168,280
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Change in unrealized appreciation (depreciation) --
Investments (identified cost basis) $ 66,336,115
Foreign currency 1,686
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NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) $ 66,337,801
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NET REALIZED AND UNREALIZED GAIN $ 80,506,081
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NET INCREASE IN NET ASSETS FROM OPERATIONS $ 92,814,672
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</Table>
See notes to financial statements.
17
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STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
INCREASE (DECREASE) YEAR ENDED YEAR ENDED
IN NET ASSETS DECEMBER 31, 2003 DECEMBER 31, 2002
- ------------------------------------------------------------------------------------------------
From operations --
Net investment income $ 12,308,591 $ 12,427,542
Net realized gain (loss) 14,168,280 (55,140,171)
Net change in unrealized appreciation
(depreciation) 66,337,801 (8,053,833)
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NET INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS $ 92,814,672 $ (50,766,462)
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Capital transactions --
Contributions $ 91,610,795 $ 44,414,851
Withdrawals (77,164,674) (68,277,125)
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NET INCREASE (DECREASE) IN NET ASSETS
FROM CAPITAL TRANSACTIONS $ 14,446,121 $ (23,862,274)
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NET INCREASE (DECREASE) IN NET ASSETS $ 107,260,793 $ (74,628,736)
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NET ASSETS
At beginning of year $ 351,077,768 $ 425,706,504
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AT END OF YEAR $ 458,338,561 $ 351,077,768
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</Table>
See notes to financial statements.
18
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SUPPLEMENTARY DATA
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
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2003 2002 2001 2000 1999
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RATIOS/SUPPLEMENTAL DATA
Ratios (As a percentage of average daily net assets):
Expenses 0.72% 0.73% 0.71% 0.71% 0.72%
Interest expense --(1) --(1) 0.01% 0.01% --(1)
Net investment income 3.22% 3.40% 2.00% 1.54% 1.68%
Portfolio Turnover 106% 146% 169% 149% 93%
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TOTAL RETURN(2) 26.44% (12.13)% (18.61)% -- --
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NET ASSETS, END OF YEAR (000'S OMITTED) $ 458,339 $ 351,078 $ 425,707 $ 574,586 $ 579,090
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</Table>
(1) Represents less than 0.01%.
(2) Total return is required to be disclosed for fiscal years beginning after
December 15, 2000.
See notes to financial statements.
19
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UTILITIES PORTFOLIO as of December 31, 2003
NOTES TO FINANCIAL STATEMENTS
1 SIGNIFICANT ACCOUNTING POLICIES
Utilities Portfolio (the Portfolio) is registered under the Investment
Company Act of 1940, as amended, as a diversified open-end management
investment company. The Portfolio, which was organized as a trust under the
laws of the State of New York on May 1, 1992, seeks to achieve total return
by investing principally in dividend-paying common stocks and dividend-paying
or interest-bearing securities that are convertible into common stock. The
Declaration of Trust permits the Trustees to issue beneficial interests in
the Portfolio. At December 31, 2003, the Eaton Vance Utilities Fund held an
approximate 99.9% interest in the Portfolio. Under normal circumstances the
Portfolio invests at least 80% of its total assets in common stocks of
utilities companies. The following is a summary of significant accounting
policies of the Portfolio. The policies are in conformity with accounting
principles generally accepted in the United States of America.
A INVESTMENT VALUATION -- Securities listed on securities exchanges are
valued at closing sales prices or, if there has been no sale, at the mean
between the closing bid and asked prices. Marketable securities listed in the
NASDAQ Market System are valued at the NASDAQ official closing price.
Unlisted securities are valued at the mean between the latest available bid
and asked prices. Short-term obligations, maturing in 60 days or less, are
valued at amortized cost, which approximates 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. Securities for which market quotations are
unavailable are appraised at their fair value as determined in good faith by
or at the direction of the Trustees.
Generally, trading in foreign securities is substantially completed each day
at various times prior to the close of the Exchange. The values of these
securities used in determining the net asset value of a Portfolio generally
are computed as of such times. Occasionally, events affecting the value of
foreign securities may occur between such times and the close of the Exchange
which will not be reflected in the computation of a Portfolio's net asset
value (unless the Portfolio deems that such events would materially affect is
net asset value, in which case an adjustment would be made and reflected in
such computation). The Portfolio may rely on an independent fair valuation
service in making any such adjustments. Foreign securities and currency held
by a Portfolio will be valued in U.S. dollars; such values will be computed
by the custodian based on foreign currency exchange rate quotations supplied
by an independent quotation service.
B INCOME -- Interest income is determined on the basis of interest accrued,
adjusted for amortization of premium or accretion of discount. 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. Dividend income may include dividends that represent
returns of capital for federal income tax purposes.
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. Since one of the
Portfolio's investors is a regulated investment company that invests all or
substantially all of its assets in the Portfolio, the Portfolio normally must
satisfy the applicable source of income and diversification requirements
(under the Internal Revenue Code) in order for its investors to satisfy them.
The Portfolio will allocate at least annually among its investors each
investor's distributive share of the Portfolio's net investment income, net
realized capital gains, and any other items of income, gain, loss, deduction
or credit. Withholding taxes on foreign dividends and capital gains have been
provided for in accordance with the Portfolio's understanding of the
applicable countries' tax rules and rates.
D FOREIGN CURRENCY TRANSLATION -- Investment valuations, other assets, and
liabilities initially expressed in foreign currencies are converted each
business day into U.S. dollars based upon current exchange rates. Purchases
and sales of foreign investment securities and income and expenses are
converted into U.S. dollars based upon currency exchange rates prevailing on
the respective dates of such transactions. Realized gains or losses on
investment transactions attributable to changes in foreign currency exchange
rates are recorded for financial statement purposes as net realized gains and
losses on investments. That portion of unrealized gains and losses on
investments that results from fluctuations in foreign currency exchange rates
is not separately disclosed.
E DELAYED DELIVERY TRANSACTIONS -- The Portfolio may purchase or sell
securities on a when-issued or forward commitment basis. Payment and delivery
may take place at a period in time after the date of the transaction. At the
time the transaction is negotiated, the price of the security that
20
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will be delivered and paid for is fixed. Losses may arise due to changes in
the market value of the underlying securities or if the counterparty does not
perform under the contract.
F EXPENSE REDUCTION -- Investors Bank & Trust Company (IBT) serves as
custodian to the Portfolio. Pursuant to the custodian agreement, IBT receives
a fee reduced by credits which are determined based on the average daily cash
balances the Portfolio maintains with IBT. All significant credit balances
used to reduce the Portfolio's custodian fees are reported as a reduction of
expenses on the Statement of Operations. For the year ended December 31,
2003, $36 in credit balances were used to reduce the Portfolio's custodian
fee.
G OTHER -- Investment transactions are accounted for on a trade date basis.
Realized gains and losses are computed based on the specific identification
of the securities sold.
H USE OF ESTIMATES -- The preparation of the financial statements in
conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of income and expense during the
reporting period. Actual results could differ from those estimates.
I INDEMNIFICATIONS -- Under the Portfolio's organizational documents, its
officers and Trustees may be indemnified against certain liabilities and
expenses arising out of the performance of their duties to the Portfolio.
Interestholders in the Portfolio are jointly and severally liable for the
liabilities and obligations of the Portfolio in the event that the Portfolio
fails to satisfy such liabilities and obligations; provided, however, that,
to the extent assets are available in the Portfolio, the Portfolio may, under
certain circumstances, indemnify interestholders from and against any claim
or liability to which such holder may become subject by reason of being or
having been an interestholder in the Portfolio. Additionally, in the normal
course of business, the Fund enters into agreements with service providers
that may contain indemnification clauses. The Portfolio's maximum exposure
under these arrangements is unknown as this would involve future claims that
may be made against the Portfolio that have not yet occurred.
2 INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment adviser fee is earned by Boston Management and Research (BMR),
a wholly-owned subsidiary of Eaton Vance Management (EVM), as compensation
for management and investment advisory services rendered to the Portfolio.
The fee is payable monthly at the annual rate of 0.75% of the Portfolio's
average daily net assets up to $500 million, 0.6875% from $500 million up to
$1 billion, and at reduced rates as daily net assets exceed that level. In
addition, the Trustees voted to accept a reduction of BMR's compensation so
that advisory fees paid will not exceed 0.65% on an annual basis on assets up
to $500 million, 0.625% from $500 million up to $1 billion, and at reduced
rates thereafter. For the year ended December 31, 2003, the fee was
equivalent to 0.65% of the Portfolio's average daily net assets for such
period and amounted to $2,476,178. Except as to 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 such investment
adviser fee. Certain officers and Trustees of the Portfolio are officers of
the above organizations. Trustees of the Portfolio that are not affiliated
with the investment adviser may elect to defer receipt of all or a percentage
of their annual fees in accordance with the terms of the Trustees Deferred
Compensation Plan. For the year ended December 31, 2003, no significant
amounts have been deferred.
3 INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than short-term obligations,
aggregated $398,597,906, and $438,678,110, respectively, for the year ended
December 31, 2003.
4 FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation (depreciation) in value of the
investments owned at December 31, 2003, as computed on a federal income tax
basis, were as follows:
<Table>
AGGREGATE COST $ 380,307,447
--------------------------------------------------
Gross unrealized appreciation $ 84,141,698
Gross unrealized depreciation (6,466,677)
--------------------------------------------------
NET UNREALIZED APPRECIATION $ 77,675,021
--------------------------------------------------
</Table>
The net unrealized appreciation on foreign currency was $433 at
December 31, 2003.
21
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5 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 portfolio or fund based on its
borrowings at an amount above 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 December 31,
2003.
22
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UTILITIES PORTFOLIO as of December 31, 2003
INDEPENDENT AUDITORS' REPORT
TO THE TRUSTEES AND INVESTORS OF UTILITIES PORTFOLIO
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the supplementary data present fairly, in all material
respects, the financial position of Utilities Portfolio (the "Portfolio") at
December 31, 2003, and the results of its operations, the changes in its net
assets and the supplementary data for the periods indicated, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements and supplementary data (hereafter referred to as "financial
statements") are the responsibility of the Portfolio's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at December 31, 2003 by correspondence with the
custodian and brokers, provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 24, 2004
23
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EATON VANCE UTILITIES FUND
MANAGEMENT AND ORGANIZATION
FUND MANAGEMENT. The Trustees of Eaton Vance Special Investment Trust (the
Trust) and Utilities 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 LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY
DATE OF BIRTH THE PORTFOLIO SERVICE DURING PAST FIVE YEARS TRUSTEE(1) OTHER DIRECTORSHIPS HELD
- -----------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE(S)
Jessica M. Bibliowicz Trustee Since 1998 Chairman, President and Chief 193 Director of National
11/28/59 Executive Officer of National Financial Partners
Financial Partners (financial
services company) (since April
1999). 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 Chief 195 Director of EVC
11/9/41 the Trust Executive Officer of BMR, EVC,
since 1989; EVM and EV; Director of EV;
of the Vice President and Director of
Portfolio EVD. Trustee and/or officer of
since 1992 195 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 Fund and the
Portfolio.
<Caption>
POSITION(S) TERM OF NUMBER OF PORTFOLIOS
WITH THE OFFICE AND IN FUND COMPLEX
NAME AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY
DATE OF BIRTH THE PORTFOLIO SERVICE DURING PAST FIVE YEARS TRUSTEE(1)
- -----------------------------------------------------------------------------------------------------------------------------------
NONINTERESTED TRUSTEE(S)
Samuel L. Hayes, III Trustee Trustee of Jacob H. Schiff Professor of 195 Director of Tiffany & Co.
2/23/35 the Trust Investment Banking Emeritus, (specialty retailer) and
since 1989; Harvard University Graduate Telect, Inc.
of the School of Business (telecommunication
Portfolio Administration. services company)
since 1992
William H. Park Trustee Since 2003 President and Chief 192 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 192 None
7/10/40 University Law Center (since
1999). Tax Partner, Covington
& Burling, Washington, DC
(1991-2000).
</Table>
24
<Page>
<Table>
<Caption>
POSITION(S) TERM OF NUMBER OF PORTFOLIOS
WITH THE OFFICE AND IN FUND COMPLEX
NAME AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY
DATE OF BIRTH THE PORTFOLIO SERVICE DURING PAST FIVE YEARS TRUSTEE(1) OTHER DIRECTORSHIPS HELD
- -----------------------------------------------------------------------------------------------------------------------------------
NONINTERESTED
TRUSTEE(S) (CONTINUED)
Norton H. Reamer Trustee Trustee of President, Chief Executive 195 None
9/21/35 the Trust Officer and a Director of Asset
since 1989; Management Finance Corp. (a
of the specialty finance company
Portfolio serving the investment
since 1993 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 Since 1998 Professor of Law, University 195 None
9/14/57 of California at Los Angeles
School of Law (since
July 2001). Formerly,
Professor of 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 LENGTH OF PRINCIPAL OCCUPATION(S)
DATE OF BIRTH THE PORTFOLIO SERVICE DURING PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------
Thomas E. Faust Jr. President of Since 2002 Executive Vice President of EVM, BMR, EVC and EV; Chief Investment
5/31/58 the Trust 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 54 registered investment companies managed by EVM or BMR.
Duke E. Laflamme Vice Since 2001 Vice President of EVM and BMR. Officer of 11 registered
7/8/69 President investment companies managed by EVM or BMR.
of the Trust
Thomas H. Luster Vice Since 2002 Vice President of EVM and BMR. Officer of 15 registered investment
4/8/62 President of companies managed by EVM or BMR.
the Trust
Duncan W. Richardson President of Since 2002 Senior Vice President and Chief Equity Investment Officer of EVM and
10/26/57 the Portfolio BMR. Officer of 42 registered investment companies managed by EVM or
BMR.
Judith A. Saryan Vice Since 1999 Vice President of EVM and BMR. Previously, Portfolio Manager and
8/21/54 President of Equity Analyst for State Street Global Advisors (1980-1999). Officer
the Portfolio of 25 registered investment companies managed by EVM or BMR.
Alan R. Dynner Secretary Since 1997 Vice President, Secretary and Chief Legal Officer of BMR, EVM, EVD,
10/10/40 EV and EVC. Officer of 195 registered investment companies managed by
EVM or BMR.
William J. Austin, Jr. Treasurer of Since Vice President of EVM and BMR. Officer of 58 registered investment
12/27/51 the Portfolio 2002(2) companies managed by EVM or BMR.
James L. O'Connor Treasurer of Since 1989 Vice President of BMR, EVM and EVD. Officer of 116 registered
4/1/45 the Trust investment companies managed by EVM or BMR.
</Table>
(1) Includes both master and feeder funds in a master-feeder structure.
(2) Prior to 2002, Mr. Austin served as Assistant Treasurer of the Portfolio
since 1993.
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.
25
<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 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, Chief Executive Officer and a Director of Asset Management Finance
Corp. (a specialty finance company serving the investment management industry)
and is President of Unicorn Corporation (an investment and financial advisory
services company). Formerly, Mr. Reamer was Chairman of Hellman, Jordan
Management Co., Inc. (an investment management company) and Advisory Director of
Berkshire Capital Corporation (an investment banking firm), Chairman of the
Board of UAM and Chairman, President and Director of the UAM Funds (mutual
funds).
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a)-(d)
The following table presents aggregate fees billed to the registrant for the
fiscal years ended December 31, 2002, and 2003 by the registrant's principal
accountant for professional services rendered for the audit of the registrant's
annual financial statements and fees billed for other services rendered by the
principal accountant during those periods.
<Table>
<Caption>
YEARS ENDED DECEMBER 31, 2003 2002
- -----------------------------------------------------------------------
Audit Fees $ 30,975 $ 27,475
Audit-Related Fees(1) $ 0 $ 0
Tax Fees(2) $ 6,045 $ 5,475
All Other Fees(3) $ 0 $ 0
-----------------------------------
Total $ 37,020 $ 32,950
===================================
</Table>
(1) Audit-related fees consist of the aggregate fees billed for assurance and
related services that are reasonably related to the performance of the audit of
the registrant's financial statements and are not reported under the category of
audit fees.
(2) Tax fees consist of the aggregate fees billed for professional services
rendered by the principal accountant relating to tax compliance, tax advice, and
tax planning and specifically include fees for tax return preparation and other
related tax compliance/planning matters.
(3) All other fees consist of the aggregate fees billed for products and
services provided by the registrant's principal accountant other than audit,
audit-related, and tax services.
(e)(1) The registrant's audit committee has adopted policies and procedures
relating to the pre-approval of services provided by the registrant's principal
accountant (the "Pre-Approval Policies"). The Pre-Approval Policies establish a
framework intended to assist the audit
<Page>
committee in the proper discharge of its pre-approval responsibilities. As a
general matter, the Pre-Approval Policies (i) specify certain types of audit,
audit-related, tax, and other services determined to be pre-approved by the
audit committee; and (ii) delineate specific procedures governing the mechanics
of the pre-approval process, including the approval and monitoring of audit and
non-audit service fees. Unless a service is specifically pre-approved under the
Pre-Approval Policies, it must be separately pre-approved by the audit
committee.
The Pre-Approval Policies and the types of audit and non-audit services
pre-approved therein must be reviewed and ratified by the registrant's audit
committee at least annually. The registrant's audit committee maintains full
responsibility for the appointment, compensation, and oversight of the work of
the registrant's principal accountant.
(e)(2) No services described in paragraphs (b)-(d) above were approved by the
registrant's audit committee pursuant to the "de minimis exception" set forth in
Rule 2-01 (c)(7)(i)(C) of Regulation S-X.
(f) Not applicable.
(g) Aggregate non-audit fees (i.e., fees for audit-related, tax, and other
services) billed by the registrant's principal accountant for services rendered
to the registrant for each of the registrant's last two fiscal years (2002 and
2003) were $5,475 and $6,045, respectively. Aggregate non-audit fees (i.e., fees
for audit-related, tax, and other services) billed by the registrant's principal
accountant for services rendered to the Eaton Vance organization (which includes
the registrant's investment adviser and any entity controlling, controlled by,
or under common control with the adviser that provides ongoing services to the
registrant) for each of the registrant's last two fiscal years (2002 and 2003)
were $0 and $0, respectively.
(h) The registrant's audit committee has considered whether the provision by the
registrant's principal accountant of non-audit services to the registrant's
investment adviser and any entity controlling, controlled by, or under common
control with the adviser that provides ongoing services to the registrant that
were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is
compatible with maintaining the principal accountant's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
Not required in this filing.
ITEM 6. [RESERVED]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES
Not required in this filing.
ITEM 8. [RESERVED]
<Page>
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.
(a)(2)(ii) President's Section 302 certification.
(b) Combined Section 906 certification.
<Page>
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.
UTILITIES PORTFOLIO
By: /S/ Duncan W. Richardson
------------------------
Duncan W. Richardson
President
Date: February 20, 2004
-----------------
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/ William J. Austin Jr.
-------------------------
William J. Austin Jr.
Treasurer
Date: February 20, 2004
-----------------
By: /S/ Duncan W. Richardson
------------------------
Duncan W. Richardson
President
Date: February 20, 2004
-----------------