<Page> FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act File Number: 811-04015 --------- Eaton Vance Mutual Funds Trust ------------------------------ (Exact Name of Registrant as Specified in Charter) The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109 ----------------------------------------------------------------------- (Address of Principal Executive Offices) Alan R. Dynner The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109 ----------------------------------------------------------------------- (Name and Address of Agent for Services) (617) 482-8260 -------------- (Registrant's Telephone Number) December 31 ----------- Date of Fiscal Year End December 31, 2003 ----------------- Date of Reporting Period <Page> ITEM 1. REPORTS TO STOCKHOLDERS <Page> [EV LOGO] ANNUAL REPORT DECEMBER 31, 2003 [GRAPHIC IMAGE] [GRAPHIC IMAGE] EATON VANCE LOW DURATION FUND [GRAPHIC IMAGE] <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. <Page> EATON VANCE LOW DURATION FUND AS OF DECEMBER 31, 2003 LETTER TO SHAREHOLDERS [PHOTO OF THOMAS E. FAUST JR.] THOMAS E. FAUST JR. PRESIDENT Eaton Vance Low Duration Fund Class A shares had a total return of -0.23% for the year ended December 31, 2003.(1) That return was the result of a decrease in net asset value per share (NAV) from $9.99 on December 31, 2002 to $9.59 on December 31, 2003, and the reinvestment of $0.378 in dividends. Class B shares had a total return of -0.98% for the same period, the result of a decrease in NAV from $9.99 to $9.59, and the reinvestment of $0.303 in dividends.(1) Class C shares had a total return of -0.74% for the same period, the result of a decrease in NAV from $9.98 to $9.59, and the reinvestment of $0.318 in dividends.(1) THE U.S. ECONOMY SHOWED RENEWED LIFE IN 2003... After a prolonged slowdown, the U.S. economy marched toward recovery in 2003, as Gross Domestic Product grew a 8.2% in the third quarter of 2003, followed by a 4.0% rise in the fourth quarter. The data suggested that an economy plagued by numerous false starts in the past year had finally gained some traction, as consumer spending picked up, with tax cuts adding to discretionary incomes. Capital spending - which had been very slow to recover - also rebounded somewhat, as companies increased their investment in new technology and machinery. Inflation, meanwhile, has been restrained. Prices for finished goods remained fairly stable, although health care costs continued to rise and prices for manufacturing materials and commodities such as oil and natural gas remained high. With inflation generally under control, the Federal Reserve has maintained an accommodative monetary policy, holding its Federal Funds rate - a key short-term interest rate barometer - at 1.00%, where it has stood since June. REFINANCINGS CREATED A DIFFICULT MORTGAGE-BACKED SECURITIES MARKET... A record number of refinancings created a difficult climate for investors with an exposure to the mortgage-backed securities (MBS) market. However, we believe it's important for investors to remember the tendencies of markets to fluctuate and to revert to historical norms. With increasing signs of a stronger economy and a likelihood of higher interest rates and lower prepayment rates, the severe investor reaction of 2003 may have created value in the MBS market. While management monitors the MBS market for signs of a recovery from its recent correction, the Fund will continue its focus on this high-quality segment of the fixed-income market as well as the flexibility of a low duration. In the following pages, co-portfolio managers Susan Schiff and Christine Johnston discuss the Fund's first full year of operation. Sincerely, /s/ Thomas E. Faust Jr. Thomas E. Faust Jr. President February 11, 2004 FUND INFORMATION AS OF DECEMBER 31, 2003 <Table> <Caption> PERFORMANCE(2) CLASS A CLASS B CLASS C - ----------------------------------------------------------------------------------- Average Annual Total Returns (at net asset value) One year -0.23% -0.98% -0.74% Life of Fund+ 0.54 -0.22 -0.06 SEC Average Annual Total Returns (including sales charge or applicable CDSC) One year -2.47% -3.86% -1.70% Life of Fund+ -1.27 -2.14 -0.06 </Table> + Inception Dates - Class A: 9/30/02; Class B: 9/30/02; Class C: 9/30/02 (1) These returns do not include the 2.25% maximum sales charge for the Fund's Class A shares or the applicable contingent deferred sales charges (CDSC) for Class B and Class C shares. (2) 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 2.25% sales charge. SEC returns for Class B reflect applicable CDSC based on the following schedule: 3% - 1st year; 2.5% - 2nd year; 2.0% -3rd year; 1% - 4th year. SEC 1-Year return for Class C reflects a 1% CDSC. 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. Performance is for the stated time period only; due to market volatility, the Fund's current performance may be different. 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 <Page> EATON VANCE LOW DURATION FUND AS OF DECEMBER 31, 2003 MANAGEMENT DISCUSSION [PHOTO OF SUSAN SCHIFF] SUSAN SCHIFF CO-PORTFOLIO MANAGER [PHOTO OF CHRISTINE JOHNSTON] CHRISTINE JOHNSTON CO-PORTFOLIO MANAGER AN INTERVIEW WITH SUSAN SCHIFF AND CHRISTINE JOHNSTON, CO-PORTFOLIO MANAGERS OF EATON VANCE LOW DURATION FUND. Q: SUSAN, DURING A MOST EVENTFUL 12 MONTHS, 2003 PROVED TO BE A TRANSITION YEAR FOR THE ECONOMY AND FOR MANY OF THE FINANCIAL MARKETS. WHAT FACTORS IMPACTED THE MORTGAGE-BACKED SECURITIES MARKET DURING THE YEAR? A: MS. SCHIFF: 2003 was one of the worst-performing years on record for the mortgage-backed securities (MBS) market. The key to the sector's poor performance was the massive scale of re-financings on the part of homeowners. With mortgage rates at 40-year lows, we saw a tidal wave of refundings, as homeowners sought to lock in low interest rates. As a result, prepayment rates for mortgages rose to record levels. Prepayment rates for some generic MBS reached an annualized rate of 85% - well above past cycle peaks. Even rates for SEASONED MBS - the Fund's primary investment universe and historically a segment of the market characterized by relatively stable prepayment rates - rose to record levels, reaching 55% at their peak. The result was significant prepayment-related losses for MBS, which accounted for the sector's poor performance in 2003. Q: INTEREST RATES HAVE BEEN LOW FOR THE PAST TWO YEARS. WHAT MADE THE RE-FINANCING BOOM SO STRONG IN 2003? A: MS.SCHIFF: Obviously, a record-low interest rate environment was the most compelling reason. The Federal Reserve, which had made 11 separate rate cuts in 2002, again lowered its benchmark Federal Funds rate in June 2003 by 25 basis points (0.25%), to 1.00%, its lowest level in 45 years. But a number of other trends contributed further to the surge in refinancings. The rise in real estate prices in recent years was a key factor. Homeowners found that the value of their home equity had risen significantly and represented an easily tapped source of funds. Another contributing factor was the three-year stock market decline from 2000-2002. Despite a partial recovery in 2003, many investors still had severe losses, which made their home equity stand out even more. Finally, technology has had an impact on the pace of refundings. The increased flow of information about mortgage refinancings and the relative ease of the process has made people less reticent about refinancing than they were a decade ago. Q: CHRISTINE, HOW WOULD YOU EVALUATE THE FUND'S PERFORMANCE DURING THE YEAR? A: MS. JOHNSTON: The Fund's performance in 2003 was somewhat disappointing. This was clearly a challenging year for the MBS market, and that was reflected in the Fund's investment in Government Obligations Portfolio, which [CHART] DIVERSIFICATION BY PORTFOLIO(1) <Table> Investment Portfolio 52.5% Government Obligations Portfolio 47.5% </Table> (1) Because the Fund is actively managed, Portfolio Diversification is subject to change. 3 <Page> represented 47.5% of the Fund's assets at December 31. The performance of the entire MBS sector was hurt by higher prepayment rates. However, in a move that went counter to historical trends, the seasoned segment of the MBS market underperformed its generic counterpart, as investors were concerned about unusually high prepayment rates for seasoned MBS. The underperformance was especially noteworthy among premium MBS. Because these securities trade above par, the surge in refinancings resulted in significant losses for investors. The Fund had the remaining 52.5% of its assets invested in Investment Portfolio at December 31. Investment Portfolio held short-term money market instruments and securities with maturities of a year or less - including commercial paper and U.S. Treasury obligations - as well as a smaller portion of mortgage-backed securities with maturities of more than one year. The investment in Investment Portfolio allowed the Fund to adjust duration - a measure of the Fund's sensitivity to interest rates changes - in these difficult market conditions. The Fund's duration was 1.29 years at December 31. Q: WAS THE YEAR-END VALUATION OF SEASONED MBS OUT OF CHARACTER WITH HISTORICAL TRENDS? A: MS.SCHIFF: Yes. In my view, the MBS market suffered through an unusually difficult period in 2003, with record-low interest rates and soaring prepayment rates. As a result, the seasoned segment of the market ended the year valued at levels well below its generic counterpart. Past trends would suggest that the market should revert to its historical norms. Not surprisingly, we have recently seen seasoned prepayment rates fall dramatically from their peaks. While, of course, there is no guarantee that past trends will repeat, if historical patterns hold true, it's likely that spreads for seasoned MBS will narrow over time. At a minimum, we believe that lower prepayment rates should support that part of the market. Q: INVESTMENT PORTFOLIO HAS THE ABILITY TO INVEST IN A VARIETY OF FIXED-INCOME SECURITIES. COULD YOU EXPAND ON THAT A BIT? A: MS.JOHNSTON: Yes. In addition to its MBS, money market instruments, short-term Treasury and commercial paper investments, the Portfolio has the ability to invest in other fixed-income areas, including corporate bonds, preferred stock, U.S. government obligations and asset-backed securities. We believe that will give us the ability to manage duration well, as well as adjust to changing market conditions. In the past year, we saw a dramatic narrowing of yield spreads in many of the aforementioned market areas - a trend that made them somewhat less compelling investments at this point in the cycle. But we believe the Fund should benefit over time from Investment Portfolio's flexibility to invest in these areas. THE VIEWS EXPRESSED IN THIS REPORT ARE THOSE OF THE PORTFOLIO MANAGERS 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 MARKET 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. 4 <Page> [CHART] COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN EATON VANCE LOW DURATION FUND CLASS A VS. MERRILL LYNCH 1-3 YR. TREASURY INDEX* September 30, 2002 - December 31, 2003 EATON VANCE LOW DURATION FUND- A Inception: 9/30/02 <Table> <Caption> FUND FUND ML 1-3 YEAR VALUE AT VALUE WITH TREASURY BOND DATE NAV SALES CHARGE INDEX 9/30/2002 10,000 9,775 10,000 10/31/2002 10,044 9,818 10022.74 11/30/2002 10,017 9,792 9992.72 12/31/2002 10,091 9,864 10086.68 1/31/2003 10,083 9,857 10085.36 2/28/2003 10,113 9,885 10127.41 3/31/2003 10,115 9,887 10145.89 4/30/2003 10,136 9,908 10164.90 5/31/2003 10,169 9,940 10203.04 6/30/2003 10,150 9,921 10218.67 7/31/2003 10,047 9,821 10163.05 8/31/2003 10,026 9,801 10169.88 9/30/2003 10,098 9,871 10262.24 10/31/2003 10,036 9,810 10224.12 11/30/2003 10,045 9,819 10218.67 12/31/2003 10,066 9,840 10277.97 </Table> [CHART] COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN EATON VANCE LOW DURATION FUND CLASS B VS. MERRILL LYNCH 1-3 YR. TREASURY INDEX* September 30, 2002 - December 31, 2003 EATON VANCE LOW DURATION FUND- B Inception: 9/30/02 <Table> <Caption> FUND FUND ML 1-3 YEAR VALUE AT VALUE WITH TREASURY BOND DATE NAV SALES CHARGE INDEX 9/30/2002 10,000 10,000 10,000 10/31/2002 10,038 10,038 10022.74 11/30/2002 10,004 10,004 9992.72 12/31/2002 10,072 10,072 10086.68 1/31/2003 10,058 10,058 10085.36 2/28/2003 10,071 10,071 10127.41 3/31/2003 10,067 10,067 10145.89 4/30/2003 10,092 10,092 10164.90 5/31/2003 10,108 10,108 10203.04 6/30/2003 10,093 10,093 10218.67 7/31/2003 9,984 9,984 10163.05 8/31/2003 9,957 9,957 10169.88 9/30/2003 10,022 10,022 10262.24 10/31/2003 9,954 9,954 10224.12 11/30/2003 9,946 9,946 10218.67 12/31/2003 9,971 9,971 10277.97 Less 2.5% 240 12/31/2003 9,731 </Table> [CHART] COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN EATON VANCE LOW DURATION FUND CLASS C VS. MERRILL LYNCH 1-3 YR. TREASURY INDEX* September 30, 2002 - December 31, 2003 EATON VANCE LOW DURATION FUND- C Inception: 9/30/02 <Table> <Caption> FUND FUND ML 1-3 YEAR VALUE AT VALUE WITH TREASURY BOND DATE NAV SALES CHARGE INDEX 9/30/2002 10,000 N/A 10,000 10/31/2002 10,039 10022.74 11/30/2002 9,997 9992.72 12/31/2002 10,066 10086.68 1/31/2003 10,063 10085.36 2/28/2003 10,077 10127.41 3/31/2003 10,074 10145.89 4/30/2003 10,101 10164.90 5/31/2003 10,118 10203.04 6/30/2003 10,104 10218.67 7/31/2003 9,997 10163.05 8/31/2003 9,971 10169.88 9/30/2003 10,037 10262.24 10/31/2003 9,970 10224.12 11/30/2003 9,975 10218.67 12/31/2003 9,990 10277.97 </Table> <Table> <Caption> PERFORMANCE** CLASS A CLASS B CLASS C - ----------------------------------------------------------------------------------- Average Annual Total Returns (at net asset value) One year -0.23% -0.98% -0.74% Life of Fund+ 0.54 -0.22 -0.06 SEC Average Annual Total Returns (including sales charge or applicable CDSC) One year -2.47% -3.86% -1.70% Life of Fund+ -1.27 -2.14 -0.06 </Table> + Inception Dates - Class A: 9/30/02; Class B: 9/30/02; Class C: 9/30/02 * Sources: Thomson Financial; Lipper Inc. Investment operations commenced 9/30/02. The chart uses closest month-end after inception. The chart compares the Fund's total return with that of the Merrill Lynch 1-3 Year Treasury Index, an unmanaged market index of short-term, U.S. Treasury securities. Returns are calculated by determining the percentage change in net asset value (NAV), with all distributions reinvested. The lines on the chart represent the total returns of $10,000 hypothetical investments in the Fund and the Index. The Index's total return does not reflect commissions or expenses that would have been incurred if an investor individually purchased or sold the securities represented in the Index. 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 2.25% sales charge. SEC returns for Class B reflect applicable CDSC based on the following schedule: 3% - 1st year; 2.5% - 2nd year; 2.0% -3rd year; 1% - 4th year. SEC 1-Year return for Class C reflects a 1% CDSC. 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. Performance is for the stated time period only; due to market volatility, the Fund's current performance may be different. The performance graph and table above do not reflect the deduction of taxes that a shareholder would incur on Fund distributions or the redemption of Fund shares. 5 <Page> EATON VANCE LOW DURATION FUND AS OF DECEMBER 31, 2003 FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2003 <Table> ASSETS Investment in Investment Portfolio, at value (identified cost, $72,193,216) $ 72,056,170 Investment in Government Obligations Portfolio, at value (identified cost, $65,895,194) 64,965,802 Receivable for Fund shares sold 235,936 - ----------------------------------------------------------------------------------- TOTAL ASSETS $ 137,257,908 - ----------------------------------------------------------------------------------- LIABILITIES Payable for Fund shares redeemed $ 670,035 Dividends payable 194,622 Payable to affiliate for distribution and service fees 10,316 Payable to affiliate for Trustees' fees 897 Accrued expenses 47,965 - ----------------------------------------------------------------------------------- TOTAL LIABILITIES $ 923,835 - ----------------------------------------------------------------------------------- NET ASSETS $ 136,334,073 - ----------------------------------------------------------------------------------- SOURCES OF NET ASSETS Paid-in capital $ 142,494,351 Accumulated net realized gain from Portfolios (computed on the basis of identified cost) (5,102,012) Accumulated net investment income 8,172 Net unrealized depreciation from Portfolios (computed on the basis of identified cost) (1,066,438) - ----------------------------------------------------------------------------------- TOTAL $ 136,334,073 - ----------------------------------------------------------------------------------- CLASS A SHARES NET ASSETS $ 63,709,009 SHARES OUTSTANDING 6,641,622 NET ASSET VALUE AND REDEMPTION PRICE PER SHARE (net assets DIVIDED BY shares of beneficial interest outstanding) $ 9.59 MAXIMUM OFFERING PRICE PER SHARE (100 DIVIDED BY 97.75 of $9.59) $ 9.81 - ----------------------------------------------------------------------------------- CLASS B SHARES NET ASSETS $ 17,547,042 SHARES OUTSTANDING 1,830,153 NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE (NOTE 6) (net assets DIVIDED BY shares of beneficial interest outstanding) $ 9.59 - ----------------------------------------------------------------------------------- CLASS C SHARES NET ASSETS $ 55,078,022 SHARES OUTSTANDING 5,742,574 NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE (NOTE 6) (net assets DIVIDED BY shares of beneficial interest outstanding) $ 9.59 - ----------------------------------------------------------------------------------- </Table> On sales of $100,000 or more, the offering price of Class A shares is reduced. STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 <Table> INVESTMENT INCOME Interest allocated from Portfolios $ 2,916,298 Security lending income allocated from Portfolios193,839 Expenses allocated from Portfolios (911,883) - ----------------------------------------------------------------------------------- Net investment income from Portfolios $ 2,198,254 - ----------------------------------------------------------------------------------- EXPENSES Advisory and Administration fee $ 210,568 Trustees' fees and expenses 1,760 Distribution and service fees Class A 168,516 Class B 193,065 Class C 457,198 Transfer and dividend disbursing agent fees 100,005 Registration fees 83,678 Legal and accounting services 27,470 Custodian fee 26,354 Printing and postage 10,631 Miscellaneous 1,431 - ----------------------------------------------------------------------------------- TOTAL EXPENSES $ 1,280,676 - ----------------------------------------------------------------------------------- Deduct -- Allocation of expenses to the Administrator $ 25,800 - ----------------------------------------------------------------------------------- TOTAL EXPENSE REDUCTIONS $ 25,800 - ----------------------------------------------------------------------------------- NET EXPENSES $ 1,254,876 - ----------------------------------------------------------------------------------- NET INVESTMENT INCOME $ 943,378 - ----------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) FROM PORTFOLIOS Net realized gain (loss) -- Investment transactions (identified cost basis) $ (229,911) Financial futures contracts (468,570) - ----------------------------------------------------------------------------------- NET REALIZED LOSS $ (698,481) - ----------------------------------------------------------------------------------- Change in unrealized appreciation (depreciation) -- Investments (identified cost basis) $ (1,448,475) Financial futures contracts 176,291 - ----------------------------------------------------------------------------------- NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) $ (1,272,184) - ----------------------------------------------------------------------------------- NET REALIZED AND UNREALIZED LOSS $ (1,970,665) - ----------------------------------------------------------------------------------- NET DECREASE IN NET ASSETS FROM OPERATIONS $ (1,027,287) - ----------------------------------------------------------------------------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS 6 <Page> STATEMENTS OF CHANGES IN NET ASSETS <Table> <Caption> INCREASE (DECREASE) YEAR ENDED PERIOD ENDED IN NET ASSETS DECEMBER 31, 2003 DECEMBER 31, 2002(1) - ---------------------------------------------------------------------------------------------------------- From operations -- Net investment income $ 943,378 $ 117,630 Net realized gain (loss) (698,481) 29,637 Net change in unrealized appreciation (depreciation) (1,272,184) 205,746 - ---------------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ (1,027,287) $ 353,013 - ---------------------------------------------------------------------------------------------------------- Distributions to shareholders -- From net investment income Class A $ (2,576,212) $ (98,844) Class B (594,040) (45,318) Class C (1,733,870) (70,001) - ---------------------------------------------------------------------------------------------------------- TOTAL DISTRIBUTIONS TO SHAREHOLDERS $ (4,904,122) $ (214,163) - ---------------------------------------------------------------------------------------------------------- Transactions in shares of beneficial interest -- Proceeds from sale of shares Class A $ 108,397,413 $ 28,540,099 Class B 21,510,475 11,001,776 Class C 69,606,722 18,897,338 Net asset value of shares issued to shareholders in payment of distributions declared Class A 1,611,573 63,570 Class B 384,597 34,748 Class C 1,031,021 47,096 Cost of shares redeemed Class A (70,522,597) (1,648,538) Class B (14,266,314) (332,467) Class C (31,632,195) (597,685) - ---------------------------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS FROM FUND SHARE TRANSACTIONS $ 86,120,695 $ 56,005,937 - ---------------------------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS $ 80,189,286 $ 56,144,787 - ---------------------------------------------------------------------------------------------------------- NET ASSETS At beginning of year $ 56,144,787 $ -- - ---------------------------------------------------------------------------------------------------------- AT END OF YEAR $ 136,334,073 $ 56,144,787 - ---------------------------------------------------------------------------------------------------------- ACCUMULATED INVESTMENT INCOME INCLUDED IN NET ASSETS AT END OF YEAR $ 8,172 $ -- - ---------------------------------------------------------------------------------------------------------- </Table> (1) For the period from the start of business, September 30, 2002, to December 31, 2002. SEE NOTES TO FINANCIAL STATEMENTS 7 <Page> <Table> <Caption> CLASS A ---------------------------------- YEAR ENDED DECEMBER 31, ---------------------------------- 2003(1) 2002(1)(2) - ------------------------------------------------------------------------------------------------------ Net asset value -- Beginning of year $ 9.990 $ 10.000 - ------------------------------------------------------------------------------------------------------ INCOME (LOSS) FROM OPERATIONS Net investment income $ 0.098 $ 0.056 Net realized and unrealized gain (loss) (0.120) 0.035 - ------------------------------------------------------------------------------------------------------ TOTAL INCOME (LOSS) FROM OPERATIONS $ (0.022) $ 0.091 - ------------------------------------------------------------------------------------------------------ LESS DISTRIBUTIONS From net investment income $ (0.378) $ (0.101) - ------------------------------------------------------------------------------------------------------ TOTAL DISTRIBUTIONS $ (0.378) $ (0.101) - ------------------------------------------------------------------------------------------------------ NET ASSET VALUE -- END OF YEAR $ 9.590 $ 9.990 - ------------------------------------------------------------------------------------------------------ TOTAL RETURN(3) (0.23)% 0.91% - ------------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA+ Net assets, end of year (000's omitted) $ 63,709 $ 27,033 Ratios (As a percentage of average daily net assets): Net expenses(4) 1.21% 1.16%(5) Net investment income 1.00% 2.18%(5) Portfolio Turnover of the Investment Portfolio 43% 0% Portfolio Turnover of the Government Obligations Portfolio 67% 41% - ------------------------------------------------------------------------------------------------------ + The operating expenses of the Fund reflect an allocation of expenses to the Administrator and in 2002, an allocation of expenses to the Investment Adviser for the Investment Portfolio. Had such actions not been taken, the ratios and net investment income per share would have been as follows: Ratios (As a percentage of average daily net assets): Expenses(4) 1.23% 2.20%(5) Net investment income 0.98% 1.14%(5) Net investment income per share $ 0.096 $ 0.030 - ------------------------------------------------------------------------------------------------------ </Table> (1) Net investment income per share was computed using average shares outstanding. (2) For the period from the start of business, September 30, 2002, to December 31, 2002. (3) 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. (4) Includes the Fund's share of the Portfolios' allocated expenses. (5) Annualized. SEE NOTES TO FINANCIAL STATEMENTS 8 <Page> <Table> <Caption> CLASS B ---------------------------------- YEAR ENDED DECEMBER 31, ---------------------------------- 2003(1) 2002(1)(2) - ------------------------------------------------------------------------------------------------------ Net asset value -- Beginning of year $ 9.990 $ 10.000 - ------------------------------------------------------------------------------------------------------ INCOME (LOSS) FROM OPERATIONS Net investment income $ 0.024 $ 0.039 Net realized and unrealized gain (loss) (0.121) 0.033 - ------------------------------------------------------------------------------------------------------ TOTAL INCOME (LOSS) FROM OPERATIONS $ (0.097) $ 0.072 - ------------------------------------------------------------------------------------------------------ LESS DISTRIBUTIONS From net investment income $ (0.303) $ (0.082) - ------------------------------------------------------------------------------------------------------ TOTAL DISTRIBUTIONS $ (0.303) $ (0.082) - ------------------------------------------------------------------------------------------------------ NET ASSET VALUE -- END OF YEAR $ 9.590 $ 9.990 - ------------------------------------------------------------------------------------------------------ TOTAL RETURN(3) (0.98)% 0.72% - ------------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA+ Net assets, end of year (000's omitted) $ 17,547 $ 10,725 Ratios (As a percentage of average daily net assets): Net expenses(4) 1.96% 1.91%(5) Net investment income 0.25% 1.49%(5) Portfolio Turnover of the Investment Portfolio 43% 0% Portfolio Turnover of the Government Obligations Portfolio 67% 41% - ------------------------------------------------------------------------------------------------------ + The operating expenses of the Fund reflect an allocation of expenses to the Administrator and in 2002, an allocation of expenses to the Investment Adviser for the Investment Portfolio. Had such actions not been taken, the ratios and net investment income per share would have been as follows: Ratios (As a percentage of average daily net assets): Expenses(4) 1.98% 2.95%(5) Net investment income 0.23% 0.45%(5) Net investment income per share $ 0.023 $ 0.013 - ------------------------------------------------------------------------------------------------------ </Table> (1) Net investment income per share was computed using average shares outstanding. (2) For the period from the start of business, September 30, 2002, to December 31, 2002. (3) 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. (4) Includes the Fund's share of the Portfolios' allocated expenses. (5) Annualized. SEE NOTES TO FINANCIAL STATEMENTS 9 <Page> <Table> <Caption> CLASS C ---------------------------------- YEAR ENDED DECEMBER 31, ---------------------------------- 2003(1) 2002(1)(2) - ------------------------------------------------------------------------------------------------------ Net asset value -- Beginning of year $ 9.980 $ 10.000 - ------------------------------------------------------------------------------------------------------ INCOME (LOSS) FROM OPERATIONS Net investment income $ 0.040 $ 0.041 Net realized and unrealized gain (loss) (0.112) 0.025 - ------------------------------------------------------------------------------------------------------ TOTAL INCOME (LOSS) FROM OPERATIONS $ (0.072) $ 0.066 - ------------------------------------------------------------------------------------------------------ LESS DISTRIBUTIONS From net investment income $ (0.318) $ (0.086) - ------------------------------------------------------------------------------------------------------ TOTAL DISTRIBUTIONS $ (0.318) $ (0.086) - ------------------------------------------------------------------------------------------------------ NET ASSET VALUE -- END OF YEAR $ 9.590 $ 9.980 - ------------------------------------------------------------------------------------------------------ TOTAL RETURN(3) (0.74)% 0.66% - ------------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA+ Net assets, end of year (000's omitted) $ 55,078 $ 18,387 Ratios (As a percentage of average daily net assets): Net expenses(4) 1.81% 1.76%(5) Net investment income 0.41% 1.56%(5) Portfolio Turnover of the Investment Portfolio 43% 0% Portfolio Turnover of the Government Obligations Portfolio 67% 41% - ------------------------------------------------------------------------------------------------------ + The operating expenses of the Fund reflect an allocation of expenses to the Administrator and in 2002, an allocation of expenses to the Investment Adviser for the Investment Portfolio. Had such actions not been taken, the ratios and net investment income per share would have been as follows: Ratios (As a percentage of average daily net assets): Expenses(4) 1.83% 2.80%(5) Net investment income 0.39% 0.52%(5) Net investment income per share $ 0.038 $ 0.015 - ------------------------------------------------------------------------------------------------------ </Table> (1) Net investment income per share was computed using average shares outstanding. (2) For the period from the start of business, September 30, 2002, to December 31, 2002. (3) 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. (4) Includes the Fund's share of the Portfolios' allocated expenses. (5) Annualized. SEE NOTES TO FINANCIAL STATEMENTS 10 <Page> EATON VANCE LOW DURATION FUND AS OF DECEMBER 31, 2003 NOTES TO FINANCIAL STATEMENTS 1 SIGNIFICANT ACCOUNTING POLICIES Eaton Vance Low Duration Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is 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 offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 6). After the longer of four years or the time when the CDSC applicable to Class B shares expires, Class B shares 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 are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Net investment income, other than class specific expenses, is allocated daily to each class of shares based on the ratio of the value of each class' paid shares to the total value of all paid shares. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund currently invests all of its investable assets in interests in two Portfolios, Investment Portfolio and Government Obligations Portfolio (the Portfolios), which are New York Trusts. The investment objectives and policies of the two Portfolios together are the same as those of the Fund. The value of the Fund's investment in the Portfolios reflects the Fund's proportionate interest in the net assets of the Investment Portfolio and the Government Obligations Portfolio, (99.9% and 4.3%, respectively, at December 31, 2003). A copy of each Portfolio's financial statements is available on the EDGAR Database on the Securities and Exchange Commission's website (www.sec.gov), at the Commission's public reference room in Washington, DC or upon request from the Fund's principal underwriter, Eaton Vance Distributors Inc. (EVD) by calling 1-800-225-6265. 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 -- The valuation policy of each Portfolio is as follows: Seasoned mortgage backed, pass-through securities are valued using an independent matrix pricing system applied by the adviser which takes into account closing bond valuations, yield differentials, anticipated prepayments and interest rates provided by dealers. Debt securities (other than seasoned mortgage backed, pass-through securities) are normally valued on the basis of valuations furnished by dealers or a pricing service. Options are valued at last sale price on a U.S. exchange or board of trade or, in the absence of a sale, at the mean between the last bid and asked price. Financial futures contracts listed on commodity exchanges are valued at closing settlement prices. Securities for which there is no such quotation or valuation are valued at fair value using methods determined in good faith by or at the direction of the Trustees. Short-term obligations and money market securities having remaining maturities of 60 days or less are valued at amortized cost, which approximates value. B INCOME -- The Fund's net investment income or loss consists of the Fund's pro-rata share of the net investment income or loss of the Portfolios, less all actual and accrued expenses of the Fund, 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 December 31, 2003, the Fund, for federal income tax purposes, had a capital loss carryover of $4,217,827 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. The capital loss carryovers will expire on December 31, 2010 ($5,478) and December 31, 2011 ($4,212,349). At December 31, 2003, net capital losses of $976,332 attributable to security transactions incurred after October 31, 2003 are treated as arising on the first day of the Fund's taxable year ending December 31, 2004. At December 31, 2003, the Fund had $8,172 in undistributed ordinary income on a tax basis. D 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 11 <Page> income and expense during the reporting period. Actual results could differ from those estimates. E EXPENSES -- The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds. F INDEMNIFICATIONS -- Under the Trust's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain general indemnification clauses. The Fund's maximum exposure under the arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. G OTHER -- Investment transactions are accounted for on a trade-date basis. Dividends to shareholders are recorded on the ex-dividend date. 2 DISTRIBUTIONS TO SHAREHOLDERS The net income of the Fund is determined daily and substantially all of the net income so determined is declared as a dividend to shareholders of record at the time of declaration. Distributions are paid monthly. Distributions of allocated realized capital gains, if any, are made at least annually. Shareholders may reinvest capital gain distributions in additional shares of the Fund at the net asset value as of the ex-dividend date. Distributions are paid in the form of additional shares or, at the election of the shareholder, in cash. The Fund distinguishes between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Differences between book and tax accounting relating to distributions primarily relate to the different treatment for paydown gains/losses on mortgage-backed securities and premium amortization by the Portfolios. 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 DECEMBER 31, ---------------------------------- CLASS A 2003 2002(1) --------------------------------------------------------------------------------------------------- Sales 10,992,365 2,864,993 Issued to shareholders electing to receive payments of distributions in Fund shares 165,077 6,369 Redemptions (7,221,795) (165,387) --------------------------------------------------------------------------------------------------- NET INCREASE 3,935,647 2,705,975 --------------------------------------------------------------------------------------------------- <Caption> YEAR ENDED DECEMBER 31, ---------------------------------- CLASS B 2003 2002(1) --------------------------------------------------------------------------------------------------- Sales 2,179,780 1,103,860 Issued to shareholders electing to receive payments of distributions in Fund shares 39,350 3,482 Redemptions (1,462,954) (33,365) --------------------------------------------------------------------------------------------------- NET INCREASE 756,176 1,073,977 --------------------------------------------------------------------------------------------------- <Caption> YEAR ENDED DECEMBER 31, ---------------------------------- CLASS C 2003 2002(1) --------------------------------------------------------------------------------------------------- Sales 7,044,115 1,896,911 Issued to shareholders electing to receive payments of distributions in Fund shares 105,670 4,724 Redemptions (3,248,823) (60,023) --------------------------------------------------------------------------------------------------- Net increase 3,900,962 1,841,612 --------------------------------------------------------------------------------------------------- </Table> (1) For the period from the start of business, September 30, 2002, to December 31, 2002. 4 TRANSACTIONS WITH AFFILIATES Eaton Vance serves as the investment adviser and administrator of the Fund, providing the Fund with investment advisory services (relating to the investment of the Fund's assets in the Portfolios), and administering the business affairs of the Fund. Under the investment advisory and administrative agreement, EVM earns a fee in the amount of 0.15% per annum of average daily net assets of the Fund. For the year ended December 31, 2003, the advisory and administration fee amounted to $210,568. To 12 <Page> enhance the net investment income of the Fund, EVM was allocated $25,800 of the Fund's operating expenses for the year ended December 31, 2003. The Portfolios have engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services and the Fund is allocated its share of the investment advisory fee paid by each Portfolio in which it invests. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of those services. For the year ended December 31, 2003, EVM earned $6,572 in sub-transfer agent fees. Certain officers and Trustees of the Fund and Portfolios are officers of the above organizations. Except as to Trustees of the Fund and the Portfolios 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 fee earned by BMR. The Fund was informed that EVD, a subsidiary of EVM, received $22,058 as its portion of the sales charge on sales of Class A shares for the year ended December 31, 2003. 5 DISTRIBUTION AND SERVICE PLANS The Fund has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan), pursuant to Rule 12b-1 under the Investment Company Act of 1940 and a service plan for Class A shares (Class A Plan) (collectively, the Plans). The Class B and Class C Plans require the Fund to pay EVD amounts equal to 0.75% and 0.60% of the Fund's average daily net assets attributable to Class B and Class C shares, respectively, for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for the Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 6) and daily amounts theretofore paid to EVD by each respective class. The Fund paid or accrued $144,799 and $322,728 for Class B and Class C shares, respectively, to or payable to EVD for the year ended December 31, 2003, representing 0.75% and 0.60% of the average daily net assets for Class B and Class C shares, respectively. At December 31, 2003, the amount of Uncovered Distribution Charges of EVD calculated under the Plans was approximately $765,000, and $3,925,000 for Class B and Class C 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 and Class C 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 fees paid or accrued for the year ended December 31, 2003 amounted to $168,516, $48,266 and $134,470 for Class A, Class B, and Class C shares, respectively. 6 CONTINGENT DEFERRED SALES CHARGE A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within four years of purchase and on redemptions of Class C shares made within one year of purchase. 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). The Class B CDSC is imposed at declining rates that begin at 3% in the case of redemptions in the first year after purchase, declining to 2.5% in the second year, 2.0% in the third year, 1.0% in the fourth year and 0.0% thereafter. Class C shares 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 are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund's Distribution Plans (see Note 5). CDSC charges received when no Uncovered Distribution Charges exist will be credited to the Fund. The Fund was informed that EVD received approximately $79,000 and $96,000 of CDSC paid by shareholders for Class B shares and Class C shares, respectively, for the year ended December 31, 2003. 7 INVESTMENT TRANSACTIONS Increases and decreases in the Fund's investment in the Investment Portfolio for the year ended December 31, 2003 aggregated $244,906,169 and $198,315,283, respectively. Increases and decreases in the Fund's investment in the 13 <Page> Government Obligations Portfolio for the year ended December 31, 2003 aggregated $79,627,299 and $45,050,296, respectively. 8 INVESTMENT IN PORTFOLIOS For the year ended December 31, 2003, the Fund was allocated net investment income and realized and unrealized gain (loss) from the Portfolios as follows: <Table> <Caption> GOVERNMENT INVESTMENT OBLIGATIONS PORTFOLIO PORTFOLIO TOTAL ---------------------------------------------------------------------------------------------------------------------- Interest income $ 1,100,499 $ 1,815,799 $ 2,916,298 Security lending income -- 193,839 193,839 Expenses (429,607) (482,276) (911,883) ---------------------------------------------------------------------------------------------------------------------- NET INVESTMENT INCOME $ 670,892 $ 1,527,362 $ 2,198,254 ---------------------------------------------------------------------------------------------------------------------- Net realized gain (loss) -- Investment transactions (identified cost basis) $ (26,438) $ (203,473) $ (229,911) Financial futures contracts -- (468,570) (468,570) ---------------------------------------------------------------------------------------------------------------------- NET REALIZED GAIN (LOSS) ON INVESTMENTS $ (26,438) $ (672,043) $ (698,481) ---------------------------------------------------------------------------------------------------------------------- Change in unrealized appreciation (depreciation) -- Investments $ (137,085) $ (1,311,390) $ (1,448,475) Financial futures contracts -- 176,291 176,291 ---------------------------------------------------------------------------------------------------------------------- NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) $ (137,085) $ (1,135,099) $ (1,272,184) ---------------------------------------------------------------------------------------------------------------------- </Table> 14 <Page> EATON VANCE LOW DURATION FUND AS OF DECEMBER 31, 2003 INDEPENDENT AUDITORS' REPORT TO THE TRUSTEES AND SHAREHOLDERS OF EATON VANCE LOW DURATION FUND In our opinion, the accompanying statement of assets and liabilities, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Eaton Vance Low Duration Fund, a series of Eaton Vance Mutual Funds Trust (the "Fund") at December 31, 2003, and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fund'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 provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 24, 2004 15 <Page> INVESTMENT PORTFOLIO AS OF DECEMBER 31, 2003 PORTFOLIO OF INVESTMENTS <Table> <Caption> PRINCIPAL AMOUNT SECURITY (000'S OMITTED) VALUE - -------------------------------------------------------------------------------------- MORTGAGE PASS-THROUGHS -- 12.8% FHLMC, 8.00%, 1/17/09 $ 1,743 $ 1,841,033 FHLMC, 8.00%, 6/17/25 5,519 5,900,951 FHLMC, 9.25%, 2/1/17 999 1,088,601 GNMA, 11.00%, 3/15/16 332 389,636 - -------------------------------------------------------------------------------------- TOTAL MORTGAGE PASS-THROUGHS (IDENTIFIED COST, $9,357,445) $ 9,220,221 - -------------------------------------------------------------------------------------- U.S. TREASURY OBLIGATIONS -- 27.7% U.S. Treasury Bill, 1.015%, 2/5/04 $ 20,000 $ 19,980,264 - -------------------------------------------------------------------------------------- TOTAL U.S. TREASURY OBLIGATIONS (IDENTIFIED COST, $19,980,264) $ 19,980,264 - -------------------------------------------------------------------------------------- COMMERCIAL PAPER -- 59.1% Brahms Funding Corp., 1.17%, 1/12/04 $ 3,500 $ 3,498,749 Five Finance Corp., 1.10%, 1/22/04 3,000 2,998,075 Holland Ltd., 1.15%, 1/5/04 3,500 3,499,553 Jefferson Smurfit, 1.12%, 1/13/04 3,500 3,498,693 Maxmillian Capital, 1.13%, 1/21/04 3,500 3,497,803 Paradigm Funding LLC, 1.09%, 1/12/04 3,500 3,498,834 Polonius, Inc., 1.09%, 1/16/04 3,500 3,498,410 Prudential PLC, 1.07%, 1/30/04 1,500 1,498,707 San Jose, CA, International Airport, 1.12%, 1/9/04 3,200 3,199,204 Southern Co., 1.09%, 1/5/04 3,500 3,499,576 Starbird, 1.10%, 1/15/04 3,500 3,498,503 Tasman Funding, Inc., 1.10%, 1/14/04 3,500 3,498,610 Victory Receivables, 1.10%, 1/7/04 3,500 3,499,358 - -------------------------------------------------------------------------------------- TOTAL COMMERCIAL PAPER (AT AMORTIZED COST, $42,684,075) $ 42,684,075 - -------------------------------------------------------------------------------------- <Caption> VALUE - -------------------------------------------------------------------------------------- TOTAL INVESTMENTS -- 99.6% (IDENTIFIED COST $72,021,784) $ 71,884,560 - -------------------------------------------------------------------------------------- OTHER ASSETS, LESS LIABILITIES -- 0.4% $ 272,590 - -------------------------------------------------------------------------------------- NET ASSETS -- 100.0% $ 72,157,150 - -------------------------------------------------------------------------------------- </Table> FHLMC - Federal Home Loan Mortgage Corporation (Freddie Mac) GNMA - Government National Mortgage Association (Ginnie Mae) SEE NOTES TO FINANCIAL STATEMENTS 1 <Page> INVESTMENT 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, $72,021,784) $ 71,884,560 Cash 163,591 Receivable for investments sold 56,364 Interest receivable 67,290 - --------------------------------------------------------------------------------------- TOTAL ASSETS $ 72,171,805 - --------------------------------------------------------------------------------------- LIABILITIES Payable to affiliate for Trustees' fees $ 1,894 Accrued expenses 12,761 - --------------------------------------------------------------------------------------- TOTAL LIABILITIES $ 14,655 - --------------------------------------------------------------------------------------- NET ASSETS APPLICABLE TO INVESTORS' INTEREST IN PORTFOLIO $ 72,157,150 - --------------------------------------------------------------------------------------- SOURCES OF NET ASSETS Net proceeds from capital contributions and withdrawals $ 72,294,374 Net unrealized depreciation (computed on the basis of identified cost) (137,224) - --------------------------------------------------------------------------------------- TOTAL $ 72,157,150 - --------------------------------------------------------------------------------------- </Table> STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 <Table> INVESTMENT INCOME Interest $ 1,102,022 - --------------------------------------------------------------------------------------- TOTAL INVESTMENT INCOME $ 1,102,022 - --------------------------------------------------------------------------------------- EXPENSES Investment adviser fee $ 363,794 Trustees' fees and expenses 4,388 Custodian fee 46,016 Legal and accounting services 15,489 Miscellaneous 503 - --------------------------------------------------------------------------------------- TOTAL EXPENSES $ 430,190 - --------------------------------------------------------------------------------------- NET INVESTMENT INCOME $ 671,832 - --------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) -- Investment transactions (identified cost basis) $ (26,460) - --------------------------------------------------------------------------------------- NET REALIZED LOSS $ (26,460) - --------------------------------------------------------------------------------------- Change in unrealized appreciation (depreciation) -- Investments (identified cost basis) $ (137,263) - --------------------------------------------------------------------------------------- NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) $ (137,263) - --------------------------------------------------------------------------------------- NET REALIZED AND UNREALIZED LOSS $ (163,723) - --------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS FROM OPERATIONS $ 508,109 - --------------------------------------------------------------------------------------- </Table> SEE NOTES TO FINANCIAL STATEMENTS 2 <Page> STATEMENTS OF CHANGES IN NET ASSETS <Table> <Caption> YEAR ENDED PERIOD ENDED DECEMBER 31, 2003 DECEMBER 31, 2002(1) - ----------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS From operations -- Net investment income $ 671,832 $ 24,185 Net realized loss (26,460) (250) Net change in unrealized appreciation (depreciation) (137,263) 39 - ----------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS FROM OPERATIONS $ 508,109 $ 23,974 - ----------------------------------------------------------------------------------------- Capital transactions -- Contributions $ 244,906,169 $ 63,031,410 Withdrawals (198,315,283) (38,097,239) - ----------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS FROM CAPITAL TRANSACTIONS $ 46,590,886 $ 24,934,171 - ----------------------------------------------------------------------------------------- NET INCREASE IN NET ASSETS $ 47,098,995 $ 24,958,145 - ----------------------------------------------------------------------------------------- NET ASSETS At beginning of year $ 25,058,155 $ 100,010 - ----------------------------------------------------------------------------------------- AT END OF YEAR $ 72,157,150 $ 25,058,155 - ----------------------------------------------------------------------------------------- </Table> (1) For the period from the start of business, September 30, 2002, to December 31, 2002. SEE NOTES TO FINANCIAL STATEMENTS 3 <Page> SUPPLEMENTARY DATA <Table> <Caption> YEAR ENDED DECEMBER 31, ----------------------- 2003 2002(1) - ---------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA+ Ratios (As a percentage of average daily net assets): Net expenses 0.59% 0.50%(2) Net investment income 0.92% 0.84%(2) Portfolio Turnover 43% 0% - ---------------------------------------------------------------------------------------------- TOTAL RETURN 0.74% 0.23% - ---------------------------------------------------------------------------------------------- NET ASSETS, END OF YEAR (000'S OMITTED) $ 72,157 $ 25,058 - ---------------------------------------------------------------------------------------------- + The operating expenses of the Portolio reflect an allocation of expenses to the Investment Adviser. Had such action not been taken the ratios would have been as follows: Ratios (As a percentage of average daily net assets): Expenses 1.07%(2) Net investment income 0.27%(2) </Table> (1) For the period from the start of business, September 30, 2002, to December 31, 2002. (2) Annualized. SEE NOTES TO FINANCIAL STATEMENTS 4 <Page> INVESTMENT PORTFOLIO AS OF DECEMBER 31, 2003 NOTES TO FINANCIAL STATEMENTS 1 SIGNIFICANT ACCOUNTING POLICIES Investment Portfolio (the Portfolio) is registered under the Investment Company Act of 1940, as amended, as a diversified open-end management investment company. The Portfolio was organized as a trust under the laws of the State of New York on June 18, 2002 and remained inactive until September 30, 2002 except for matters related to its organization and sale of initial interests of $100,010. The Portfolio seeks total return by investing in a broad range of fixed income securities, including mortgage-backed securities U.S. Government obligations, corporate bonds, preferred stocks, asset-backed securities and money market instruments. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At December 31, 2003, the Eaton Vance Low Duration Fund held an approximate 99.9% interest in the Portfolio. The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America. A INVESTMENT VALUATION -- Seasoned mortgage backed, pass-through securities are valued using an independent matrix pricing system applied by the adviser which takes into account closing bond valuations, yield differentials, anticipated prepayments and interest rates provided by dealers. Debt securities (other than short-term obligations maturing in sixty days or less), including listed securities and securities for which price quotations are available and forward contracts, will normally be valued on the basis of market valuations furnished by dealers or pricing services. Short-term obligations and money market securities maturing in 60 days or less are valued at amortized cost which approximates value. 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 -- Interest income is determined on the basis of interest accrued adjusted for amortization of premium or accretion of discount. C INCOME TAXES -- The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes. Since at least one of the Portfolio's investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate at least annually among its investors each investor's distributive share of the Portfolio's net investment income, net realized capital gains, and any other items of income, gain, loss, deduction or credit. D 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. E 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. Interest holders 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 interest holders from and against any claim or liability to which such holder may become subject by reason of being or having been an interest holder in this Portfolio. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred. 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, $303 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 securities sold. 5 <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. The fee is computed at the monthly rate of 0.0417% (0.50% per annum) of the Portfolio's average daily net assets. For the year ended December 31, 2003, the fee was equivalent to 0.50% of the Portfolio's average net assets for such period and amounted to $363,794. 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. 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. 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 and including paydowns on mortgage backed securities, aggregated $14,879,555 and $5,077,772, respectively. 4 FEDERAL INCOME TAX BASIS OF UNREALIZED APPRECIATION (DEPRECIATION) 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 $ 72,021,784 ------------------------------------------------------- Gross unrealized appreciation $ -- Gross unrealized depreciation (137,224) ------------------------------------------------------- NET UNREALIZED DEPRECIATION $ (137,224) ------------------------------------------------------- </Table> 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 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 December 31, 2003. 6 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 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. At December 31, 2003, there were no outstanding obligations under these financial instruments. 6 <Page> INVESTMENT PORTFOLIO AS OF DECEMBER 31, 2003 INDEPENDENT AUDITORS' REPORT TO THE TRUSTEES AND INVESTORS OF INVESTMENT 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 Investment 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, provide a reasonable basis for our opinion. PricewaterhouseCoopers LLP Boston, Massachusetts February 24, 2004 7 <Page> EATON VANCE LOW DURATION FUND MANAGEMENT AND ORGANIZATION FUND MANAGEMENT. The Trustees of Eaton Vance Mutual Funds Trust (the Trust), Cash Management Portfolio (CMP), Government Obligations Portfolio (GOP), Investment Portfolio (IP) and Investment Grade Income Portfolio (IGIP), are responsible for the overall management and supervision of the Trust's and Portfolios'affairs. The Trustees and officers of the Trust and the Portfolios are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolios hold indefinite terms of office. The "noninterested Trustees" consist of those Trustees who are not "interested persons" of the Trust and the Portfolios, as that term is defined under the 1940 Act. The business address of each Trustee and officer is 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 Portfolios' 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 OTHER DATE OF BIRTH THE PORTFOLIOS SERVICE DURING PAST FIVE YEARS TRUSTEE(1) DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ INTERESTED TRUSTEE(S) Jessica M. Bibliowicz Trustee Trustee of the Chairman, President and 193 Director of 11/28/59 Trust, CMP and GOP Chief Executive Officer National since 1998; of IGIP of National Financial Financial Partners since 2000; of IP Partners (financial since 2002 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 the Chairman, President and 195 Director of EVC 11/9/41 Trust since 1991; Chief Executive Officer of GOP since 1992; of BMR, EVC, EVM and EV; of CMP since 1993; Director of EV; Vice of IGIP since 2000; President and Director of IP since 2002 of EVD. Trustee and/or officer of 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 Portfolios. NONINTERESTED TRUSTEE(S) Samuel L. Hayes, III Trustee Trustee of the Jacob H. Schiff 195 Director of 2/23/35 Trust since 1986; Professor of Investment Tiffany & Co. of CMP and GOP since Banking Emeritus, (specialty 1993; of IGIP since Harvard University retailer) and 2000; of IP Graduate School of Telect, Inc. since 2002 Business Administration. (telecommunication services company) 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, 192 None 7/10/40 Georgetown University Law Center (since 1999). Tax Partner, Covington & Burling, Washington, DC (1991-2000). </Table> 16 <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 OTHER DATE OF BIRTH THE PORTFOLIOS SERVICE DURING PAST FIVE YEARS TRUSTEE(1) DIRECTORSHIPS HELD - ------------------------------------------------------------------------------------------------------------------------------------ NONINTERESTED TRUSTEE(S) (CONTINUED) Norton H. Reamer Trustee Trustee of the President, Chief 195 None 9/21/35 Trust since 1986; Executive Officer and a of CMP and GOP Director of Asset since 1993; of IGIP Management Finance Corp. since 2000; of IP (a specialty finance since 2002 company serving the investment 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 TrusteeTrustee of Professor of Law, 195 None 9/14/57 the Trust, CMP and University of California GOP since 1998; of at Los Angeles School of IGIP since 2000; Law (since July 2001). of IP since 2002 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 PORTFOLIOS SERVICE DURING PAST FIVE YEARS - ------------------------------------------------------------------------------------------------------------------------------------ Thomas E. Faust Jr. President of the Trust Since 2002 Executive Vice President of EVM, BMR, EVC and EV; 5/31/58 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 54 registered investment companies managed by EVM or BMR. William H. Ahern, Jr. Vice President of Since 1995 Vice President of EVM and BMR. Officer of 35 7/28/59 the Trust registered investment companies managed by EVM or BMR. Thomas J. Fetter Vice President of Since 1997 Vice President of EVM and BMR. Trustee and President 8/20/43 the Trust of The Massachusetts Health & Education Tax-Exempt Trust. Officer of 127 registered investment companies managed by EVM or BMR. Christine Johnston Vice Presideent of IP Since 2003 Vice President of EVM and BMR. Officer of 1 11/9/72 registered investment company managed by EVM or BMR. Elizabeth S. Kenyon President of CMP Since 2002(2) Vice President of EVM and BMR. Officer of 2 9/8/59 and IGIP registered investment companies managed by EVM or BMR. Thomas H. Luster Vice President of CMP Since 2002 Vice President of EVM and BMR. Officer of 14 4/8/62 and IGIP registered investment companies managed by EVM or BMR. Michael R. Mach Vice President of Since 1999 Vice President of EVM and BMR since December 1999. 7/15/47 the Trust Previously, Managing Director and Senior Analyst for Robertson Stephens (1998-1999). Officer of 26 registered investment companies managed by EVM or BMR. Robert B. MacIntosh Vice President of Since 1998 Vice President of EVM and BMR. Officer of 127 1/22/57 the Trust registered investment companies managed by EVM or BMR. </Table> 17 <Page> <Table> <Caption> POSITION(S) TERM OF WITH THE OFFICE AND NAME AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S) DATE OF BIRTH PORTFOLIOS SERVICE DURING PAST FIVE YEARS - ------------------------------------------------------------------------------------------------------------------------------------ Duncan W. Richardson Vice President Since 2001 Senior Vice President and Chief Equity Investment 10/26/57 the Trust Officer of EVM and BMR. Officer of 42 registered investment companies managed by EVM or BMR. Walter A. Row, III Vice President of Since 2001 Director of Equity Research and a Vice President of 7/20/57 the Trust EVM and BMR. Officer of 22 registered investment companies managed by EVM or BMR. Judith A. Saryan Vice President of Since 2003 Vice President of EVM and BMR. Previously, Portfolio 8/21/54 the Trust Manager and Equity Analyst for State Street Global Advisors (1980-1999). Officer of 25 registered investment companies managed by EVM or BMR. Susan Schiff Vice President of the Vice President of the Trust Vice President of EVM and BMR. Officer of 26 3/13/61 Trust, GOP and IP and IP since 2002; of GOP registered investment companies managed by EVM or since 1993 BMR. Mark Venezia President of GOP Since 2002(2) Vice President of EVM and BMR. Officer of 3 5/23/49 and IP registered investment companies managed by EVM or BMR. Alan R. Dynner Secretary Secretary of the Trust, CMP Vice President, Secretary and Chief Legal Officer of 10/10/40 and GOP since 1997; of IGIP BMR, EVM, EVD, EV and EVC. Officer of 195 registered since 2000; of IP since 2002 investment companies managed by EVM or BMR. Kristin S. Anagnost Treasurer of CMP Since 2002(2) Assistant Vice President of EVM and BMR. Officer of 6/12/65 109 registered investment companies managed by EVM or BMR. William J. Austin, Jr. Treasurer of IGIP Since 2002(2) Vice President of EVM and BMR. Officer of 58 12/27/51 registered investment companies managed by EVM or Barbara E. Campbell Treasurer of GOP 6/19/57 and IP Since 2002(2) Vice President of EVM and BMR. Officer of 195 registered investment companies managed by EVM or BMR. James L. O'Connor Treasurer of the Trust Since 1989 Vice President of BMR, EVM and EVD. Officer of 116 4/1/45 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. Kenyon served as Vice President of CMP and IGIP since 2001, Mr. Venezia served as Vice President of GOP since 1993, Ms. Anagnost served as Assistant Treasurer of CMP since 1998, Mr. Austin served as Assistant Treasurer of IGIP since 2000 and Ms. Campbell served as Assistant Treasurer of GOP since 1998. The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolios and can be obtained without charge by calling 1-800-225-6265. 18 <Page> PORTFOLIO INVESTMENT ADVISER BOSTON MANAGEMENT AND RESEARCH The Eaton Vance Building 255 State Street Boston, MA 02109 FUND ADMINISTRATOR 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 ACCOUNTANTS PRICEWATERHOUSECOOPERS LLP 125 High Street Boston, MA 02110 EATON VANCE MUTUAL FUNDS TRUST 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> 1560-2/04 LDSRC <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 $ 12,700 $ 5,000 Audit-Related Fees(1) 0 0 Tax Fees(2) 10,540 7,435 All Other Fees(3) 0 0 ---------------------------------------- Total $ 23,240 $ 12,435 ---------------------------------------- </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 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 <Page> 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 $7,435 and $10,540, 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 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, <Page> 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. EATON VANCE MUTUAL FUNDS TRUST (ON BEHALF OF EATON VANCE LOW DURATION FUND) By: /s/ Thomas E. Faust Jr. -------------------------------- Thomas E. Faust Jr. President Date: February 11, 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/ James L. O'Connor --------------------------- James L. O'Connor Treasurer Date: February 11, 2004 ----------------- By: /s/ Thomas E. Faust Jr. --------------------------- Thomas E. Faust Jr. President Date: February 11, 2004 -----------------