<Page>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR/A
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-04015
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Eaton Vance Mutual Funds Trust
------------------------------
(Exact Name of Registrant as Specified in Charter)
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Address of Principal Executive Offices)
Alan R. Dynner
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Name and Address of Agent for Services)
(617) 482-8260
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(Registrant's Telephone Number)
December 31
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Date of Fiscal Year End
December 31, 2003
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Date of Reporting Period
<Page>
ITEM 1. REPORTS TO STOCKHOLDERS
<Page>
[EV LOGO]
ANNUAL REPORT DECEMBER 31, 2003
[GRAPHIC IMAGE]
[GRAPHIC IMAGE]
EATON VANCE COMBINED MONEY MARKET FUNDS
[GRAPHIC IMAGE]
CASH MANAGEMENT FUND
MONEY MARKET FUND
<Page>
EATON VANCE FUNDS
EATON VANCE MANAGEMENT
BOSTON MANAGEMENT AND RESEARCH
EATON VANCE DISTRIBUTORS, INC.
PRIVACY NOTICE
The Eaton Vance organization is committed to ensuring your financial privacy.
This notice is being sent to comply with privacy regulations of the Securities
and Exchange Commission. Each of the above financial institutions has in effect
the following policy with respect to nonpublic personal information about its
customers:
- - Only such information received from you, through application forms or
otherwise, and information about your Eaton Vance fund transactions will be
collected.
- - None of such information about you (or former customers) will be disclosed to
anyone, except as permitted by law (which includes disclosure to employees
necessary to service your account).
- - Policies and procedures (including physical, electronic and procedural
safeguards) are in place that are designed to protect the confidentiality of
such information.
For more information about Eaton Vance's privacy policies, call:
1-800-262-1122
IMPORTANT NOTICE
REGARDING DELIVERY OF
SHAREHOLDER DOCUMENTS
The Securities and Exchange Commission (SEC) permits funds to deliver only one
copy of shareholder documents, including prospectuses, proxy statements and
shareholder reports, to fund investors with multiple accounts at the same
residential or post office box address. This practice is often called
"householding" and it helps eliminate duplicate mailings to shareholders.
EATON VANCE, OR YOUR FINANCIAL 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 MONEY MARKET FUNDS as of December 31, 2003
INVESTMENT UPDATE
INVESTMENT ENVIRONMENT
[PHOTO OF ELIZABETH S. KENYON]
Elizabeth S. Kenyon, CFA
Portfolio Manager
- - 2003 was a year of signficant transition in the capital markets. After three
difficult years of negative returns, the equity markets staged an impressive
recovery, with the S&P 500 Index posting a return of 28.67%.(1) Bond market
returns, while considerably more modest, were still in positive territory. The
broad-based Lehman Aggregate Bond Index returned 4.10% for the year.(1)
Short-term rates remained near historical all-time lows.
- - The change in investor sentiment was driven in large part by a recovery in the
U.S. economy. Although the year began amid a great deal of uncertainty
surrounding the war with Iraq, the second quarter brought reports of a strong
housing market resulting from high mortgage refinancings, improved consumer
confidence, and a jump in the Index of Leading Economic Indicators. Hopes for
increased economic strength were confirmed in the third quarter, when stronger
corporate profits and a rebound in the manufacturing sector spurred an
annualized growth rate of 8.2%, the fastest growth seen since 1997.
- - Highly stimulative monetary and fiscal policies -- including low interest
rates and significant tax cuts --appear to have succeeded in bolstering the
economy. An accommodative monetary policy has kept the Federal Funds rate, a
key short-term interest-rate benchmark, at a 45-year low of 1.00%. The Fed has
generally indicated that it will keep rates low, although many analysts
believe continued strong growth could lead to a rate hike sometime in 2004.
- - As the economy shows more sustainable job growth, we believe the Fed may raise
short-term interest rates in a steady, deliberate manner, causing the Treasury
yield curve -- a graphical depiction of yields across the full range of bond
maturities -- to flatten. Moreover, we believe that the difference between
lower- and higher-quality bond yields, known as the "credit spread," may
continue to narrow, as it did in 2003.
(1) It is not possible to invest directly in an Index.
THE CASH MANAGEMENT PORTFOLIO
ABOUT THE PORTFOLIO
- - As of December 31, 2003, Cash Management Portfolio had approximately 36.5% of
its assets invested in high-quality commercial paper, a highly liquid
investment commonly used for money market funds. The Portfolio also invests in
high-quality U.S. Government agency securities.+
- - We will continue to execute our core strategy with minor tactical
enhancements, as we did in 2003, focusing our efforts on seeking to avoid
deteriorating credits and maintain asset value while interest rates hover near
historic lows.
+ An investment in one of the money market funds that invests in the Portfolio
is neither insured nor guaranteed by the U.S. Government. Although the Funds
seek to maintain a stable net asset value of $1.00 per share, it is possible
to lose money by investing in a Fund.
60-Day Commercial Paper Rates in 2003*
[GRAPHIC IMAGE]
*Source: Bloomberg L.P.
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.
THE VIEWS EXPRESSED IN THIS REPORT ARE THOSE OF THE PORTFOLIO MANAGER AND ARE
CURRENT ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THESE VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED UPON 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.
<Page>
EATON VANCE MONEY MARKET FUNDS as of December 31, 2003
FINANCIAL STATEMENTS
STATEMENTS OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 2003
<Table>
<Caption>
CASH MONEY
MANAGEMENT FUND MARKET FUND
- ----------------------------------------------------------------------------------------------------------
ASSETS
Investment in Cash Management Portfolio, at value $ 101,673,129 $ 100,831,248
Receivable for Fund shares sold 144,588 333,282
Receivable from the Administrator -- 286,488
- ----------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 101,817,717 $ 101,451,018
- ----------------------------------------------------------------------------------------------------------
LIABILITIES
Payable for Fund shares redeemed $ 415,278 $ 1,121,684
Dividends payable 7,416 --
Payable to affiliate for Trustees' fees 374 887
Accrued expenses 31,079 87,726
- ----------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES $ 454,147 $ 1,210,297
- ----------------------------------------------------------------------------------------------------------
NET ASSETS (REPRESENTED BY PAID-IN-CAPITAL) $ 101,363,570 $ 100,240,721
- ----------------------------------------------------------------------------------------------------------
SHARES OF BENEFICIAL INTEREST OUTSTANDING
101,363,570 100,240,721
- ----------------------------------------------------------------------------------------------------------
NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE (NOTE 6)
(NET ASSETS DIVIDED BY SHARES OF BENEFICIAL INTEREST OUTSTANDING) $ 1.00 $ 1.00
- ----------------------------------------------------------------------------------------------------------
</Table>
See notes to financial statements.
3
<Page>
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
<Table>
<Caption>
CASH MONEY
MANAGEMENT FUND MARKET FUND
- ----------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
Interest allocated from Portfolio $ 1,181,970 $ 1,553,699
Expenses allocated from Portfolio (583,533) (758,058)
- ----------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME FROM PORTFOLIO $ 598,437 $ 795,641
- ----------------------------------------------------------------------------------------------------------
EXPENSES
Trustees' fees and expenses $ 1,942 $ 3,343
Distribution and service fees -- 1,165,137
Legal and accounting services 15,698 17,185
Printing and postage 13,556 26,089
Custodian fee 10,420 17,846
Transfer and dividend disbursing agent fees 49,041 155,031
Registration fees 21,066 66,994
- ----------------------------------------------------------------------------------------------------------
TOTAL EXPENSES $ 111,723 $ 1,451,625
- ----------------------------------------------------------------------------------------------------------
Deduct --
Allocation of expenses to the Administrator $ -- $ 286,488
Reduction of distribution fees -- 369,496
- ----------------------------------------------------------------------------------------------------------
TOTAL EXPENSE REDUCTIONS $ -- $ 655,984
- ----------------------------------------------------------------------------------------------------------
NET EXPENSES $ 111,723 $ 795,641
- ----------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME $ 486,714 $ --
- ----------------------------------------------------------------------------------------------------------
REALIZED GAIN (LOSS) FROM PORTFOLIO
Net realized gain (loss)--
Investment transactions (identified cost basis) $ (20) $ (5)
- ----------------------------------------------------------------------------------------------------------
NET REALIZED LOSS $ (20) $ (5)
- ----------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 486,694 $ (5)
- ----------------------------------------------------------------------------------------------------------
</Table>
See notes to financial statements.
4
<Page>
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 2003
<Table>
<Caption>
CASH MONEY
MANAGEMENT FUND MARKET FUND
- ----------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
From operations --
Net investment income $ 486,714 $ --
Net realized loss (20) (5)
- ----------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 486,694 $ (5)
- ----------------------------------------------------------------------------------------------------------
Distributions to shareholders --
From net investment income $ (486,694) $ --
- ----------------------------------------------------------------------------------------------------------
Transactions in shares of beneficial interest at Net Asset Value
of $1.00 per share --
Proceeds from sale of shares $ 257,636,160 $ 134,623,672
Net asset value of shares issued to shareholders in payment of
distributions declared 329,687 --
Cost of shares redeemed (268,342,965) (193,102,183)
- ----------------------------------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS FROM FUND SHARE TRANSACTIONS $ (10,377,118) $ (58,478,511)
- ----------------------------------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS $ (10,377,118) $ (58,478,516)
- ----------------------------------------------------------------------------------------------------------
NET ASSETS
At beginning of year $ 111,740,688 $ 158,719,237
- ----------------------------------------------------------------------------------------------------------
AT END OF YEAR $ 101,363,570 $ 100,240,721
- ----------------------------------------------------------------------------------------------------------
</Table>
See notes to financial statements.
5
<Page>
FOR THE YEAR ENDED DECEMBER 31, 2002
<Table>
<Caption>
CASH MONEY
MANAGEMENT FUND MARKET FUND
- ----------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS
From operations --
Net investment income $ 1,305,155 $ 291,456
- ----------------------------------------------------------------------------------------------------------
Distributions to shareholders --
From net investment income $ (1,305,155) $ (291,456)
- ----------------------------------------------------------------------------------------------------------
Transactions in shares of beneficial interest at Net Asset Value
of $1.00 per share --
Proceeds from sale of shares $ 280,497,491 $ 279,730,551
Net asset value of shares issued to shareholders in payment of
distributions declared 916,329 225,775
Cost of shares redeemed (312,752,089) (289,792,189)
- ----------------------------------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS FROM FUND SHARE TRANSACTIONS $ (31,338,269) $ (9,835,863)
- ----------------------------------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS $ (31,338,269) $ (9,835,863)
- ----------------------------------------------------------------------------------------------------------
NET ASSETS
At beginning of year $ 143,078,957 $ 168,555,100
- ----------------------------------------------------------------------------------------------------------
AT END OF YEAR $ 111,740,688 $ 158,719,237
- ----------------------------------------------------------------------------------------------------------
</Table>
See notes to financial statements.
6
<Page>
EATON VANCE MONEY MARKET FUNDS as of December 31, 2003
FINANCIAL STATEMENTS
FINANCIAL HIGHLIGHTS
<Table>
<Caption>
CASH MANAGEMENT FUND
----------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------
2003 2002 2001 2000 1999
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value -- Beginning of year $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
- -----------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS
Net investment income $ 0.005 $ 0.010 $ 0.033 $ 0.056 $ 0.044
- -----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
From net investment income $ (0.005) $ (0.010) $ (0.033) $ (0.056) $ (0.044)
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS $ (0.005) $ (0.010) $ (0.033) $ (0.056) $ (0.044)
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE -- END OF YEAR $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(1) 0.48% 1.02% 3.46% 5.68% 4.47%
- -----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $ 101,364 $ 111,741 $ 143,079 $ 143,362 $ 131,233
Ratios (As a percentage of average daily net assets):
Expenses(2) 0.68% 0.79% 0.79% 0.76% 0.79%
Net investment income 0.47% 1.02% 3.16% 5.66% 4.43%
- -----------------------------------------------------------------------------------------------------------------------------------
</Table>
(1) 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.
(2) Includes the Fund's share of the Portfolio's allocated expenses.
See notes to financial statements.
7
<Page>
<Table>
<Caption>
MONEY MARKET FUND
----------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------
2003 2002 2001 2000 1999
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value -- Beginning of year $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
- -----------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS
Net investment income $ -- $ 0.002 $ 0.024 $ 0.047 $ 0.034
- -----------------------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
From net investment income $ -- $ (0.002) $ (0.024) $ (0.047) $ (0.034)
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS $ -- $ (0.002) $ (0.024) $ (0.047) $ (0.034)
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE -- END OF YEAR $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(1) 0.00% 0.19% 2.46% 4.76% 3.50%
- -----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA+
Net assets, end of year (000's omitted) $ 100,241 $ 158,719 $ 168,555 $ 122,299 $ 97,408
Ratios (As a percentage of average daily net assets):
Net expenses(2) 1.17% 1.61% 1.68% 1.67% 1.71%
Net investment income 0.00% 0.20% 2.25% 4.71% 3.55%
- -----------------------------------------------------------------------------------------------------------------------------------
+ The operating expenses of the Fund may reflect an allocation of expenses to
the Administrator and a waiver of expenses by the Distributor. Had such
actions not been taken, the ratios and net investment income (loss) per share
would have been as follows:
Ratios (As a percentage of average daily net assets):
Expenses(2) 1.66% 1.61% -- 1.68% 1.71%
Net investment income (loss) (0.49)% 0.20% -- 4.70% 3.55%
Net investment income (loss) per share $ (0.005) $ 0.002 -- $ 0.047 $ 0.034
- -----------------------------------------------------------------------------------------------------------------------------------
</Table>
(1) 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.
(2) Includes the Fund's share of the Portfolio's allocated expenses.
See notes to financial statements.
8
<Page>
EATON VANCE MONEY MARKET FUNDS as of December 31, 2003
NOTES TO FINANCIAL STATEMENTS
1 SIGNIFICANT ACCOUNTING POLICIES
Eaton Vance Cash Management Fund (Cash Management Fund) and Eaton Vance Money
Market Fund (Money Market Fund) (individually, the Fund, collectively the
Funds) are each 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 Funds invest all
of their investable assets in interests in the Cash Management Portfolio (the
Portfolio), a New York Trust, having the same investment objective as the
Funds. The value of each Fund's investment in the Portfolio reflects the
Fund's proportionate interest in the net assets of the Portfolio (48.8% for
Cash Management Fund, 48.4% for Money Market Fund at December 31, 2003). The
performance of each Fund is directly affected by the performance of the
Portfolio. The financial statements of the Portfolio, including the portfolio
of investments, are included elsewhere in this report and should be read in
conjunction with each of the Fund's financial statements. The following is a
summary of significant accounting policies consistently followed by the Funds
in the preparation of their financial statements. The policies are in
conformity with accounting principles generally accepted in the United States
of America.
A INVESTMENT VALUATION -- Valuation of securities by the Portfolio is
discussed in Note 1A of the Portfolio's Notes to Financial Statements which
are included elsewhere in this report.
B INCOME -- The Funds' net investment income consists of each Fund's pro rata
share of the net investment income of the Portfolio, less all actual and
accrued expenses of each Fund determined in accordance with accounting
principles generally accepted in the United States of America.
C FEDERAL TAXES -- Each Fund's policy is to comply with the provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute to shareholders each year all of its taxable income, including any
net realized gain on investments. Accordingly, no provision for federal
income or excise tax is necessary.
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 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 indemnification
clauses. The Fund's maximum exposure under these arrangements is unknown as
this would involve future claims that may be made against the Fund that have
not yet occurred.
F 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.
G OTHER -- Investment transactions are accounted for on a trade-date basis.
2 DISTRIBUTIONS TO SHAREHOLDERS
The net investment income of each Fund is determined daily, and substantially
all of the net investment income so determined is declared daily as a
dividend to shareholders of record at the time of declaration. Distributions
are paid monthly. Distributions are paid in the form of additional shares or,
at the election of the shareholder, in cash.
The Funds distinguish between distributions on a tax basis and a financial
reporting basis. Accounting principles generally accepted in the United
States of America require that only distributions in excess of tax basis
earnings and profits be reported in the financial statements as a return of
capital. Permanent differences between book and tax accounting relating to
distributions are reclassified to paid-in capital.
3 SHARES OF BENEFICIAL INTEREST
The Funds' Declaration of Trust permits the Trustees to issue an unlimited
number of full and fractional shares of beneficial interest (without par
value).
9
<Page>
4 TRANSACTIONS WITH AFFILIATES
Eaton Vance Management (EVM) serves as the administrator of the Funds, but
receives no compensation. The Portfolio has engaged Boston Management and
Research (BMR), a subsidiary of EVM, to render investment advisory services.
See Note 2 of the Portfolio's Notes to Financial Statements which are
included elsewhere in this report. For the year ended December 31, 2003, EVM
was allocated $286,488 of the Fund's operating expenses. EVM serves as the
sub-transfer agent of the Funds and receives from the transfer agent an
aggregate fee based upon the actual expenses incurred by EVM in the
performance of those services. For the year ended December 31, 2003, EVM
earned $9,048 and $14,117 from Cash Management Fund and Money Market Fund,
respectively, in sub-transfer agent fees. Except as to Trustees of the Funds
and the Portfolio who are not members of EVM's or BMR's organization,
officers and Trustees receive remuneration for their services to each Fund
out of such investment adviser fee. Certain officers and Trustees of the
Funds and of the Portfolio are officers of the above organizations.
5 DISTRIBUTION AND SERVICE PLANS
The Money Market Fund (the Fund) has in effect a distribution plan (the Plan)
pursuant to Rule 12b-1 under the 1940 Act. The Plan requires the Fund to pay
the Principal Underwriter, Eaton Vance Distributors, Inc. (EVD), amounts
equal to 0.75% per annum of the Fund's average daily net assets, 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. The Fund's balance
of Uncovered Distribution Charges is equivalent to the sum of (i) 6.25% of
the aggregate amount received by the Fund for 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 reduced by the
aggregate amount of contingent deferred sales charges (Note 6) and amounts
theretofore paid to EVD. For the year ended December 31, 2003, the
distribution fee was equivalent to 0.75% of the Fund's average daily net
assets and amounted to $995,188. For the year ended December 31, 2003, EVD
waived $369,496 of distribution fees to assist the Fund in its distribution
efforts. At December 31, 2003, the amount of Uncovered Distribution Charges
of EVD calculated under the Plan for the Fund was approximately $10,264,000.
The Plan authorizes the Fund to make payments of service fees to EVD,
investment dealers and other persons in amounts not exceeding 0.25% of the
Fund's average daily net assets. The Trustees implemented the Plan by
authorizing the Fund to make quarterly service fee payments to EVD and
investment dealers in amounts equal to 0.15% per annum of the Fund's average
daily net assets based on the value of the Fund shares sold by such persons
and remaining outstanding for at least one year. For the year ended December
31, 2003, the Fund paid service fees to EVD and investment dealers in the
amount of $169,949. Service fee payments are made for personal services
and/or the maintenance of shareholder accounts. Service fees paid to EVD and
investment dealers 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.
Certain officers and Trustees of the Funds are officers of EVD.
6 CONTINGENT DEFERRED SALES CHARGE
A contingent deferred sales charge (CDSC) generally is imposed on redemptions
of shares from the Money Market Fund (the Fund) made within six years 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 gains distributions. The
CDSC is imposed at rates that begin at 5% in the case of redemptions in the
first and second year after purchase, declining one percentage point each
subsequent year. 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 Plan. CDSC charges received when no Uncovered
Distribution Charges exist will be credited to the Fund. The Fund was
informed that EVD received approximately $994,000 of CDSC paid by
shareholders for the year ended December 31, 2003.
7 INVESTMENT TRANSACTIONS
Increases and decreases in the Funds' investment in the Portfolio for the
year ended December 31, 2003 were as follows:
CASH MANAGEMENT FUND
<Table>
Increases $ 258,271,015
Decreases 269,629,894
</Table>
MONEY MARKET FUND
<Table>
Increases $ 135,409,413
Decreases 194,462,911
</Table>
10
<Page>
EATON VANCE MONEY MARKET FUNDS as of December 31, 2003
INDEPENDENT AUDITORS' REPORT
TO THE TRUSTEES OF EATON VANCE MUTUAL FUNDS TRUST AND SHAREHOLDERS OF EATON
VANCE CASH MANAGEMENT FUND AND EATON VANCE MONEY MARKET FUND
In our opinion, the accompanying statements 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 Cash Management Fund and Eaton Vance Money Market Fund, each a
series of Eaton Vance Mutual Funds Trust (the "Funds") at December 31, 2003, and
the results of each of their operations, the changes in each of their 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 Funds' 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
11
<Page>
CASH MANAGEMENT PORTFOLIO as of December 31, 2003
PORTFOLIO OF INVESTMENTS
COMMERCIAL PAPER -- 36.5%
<Table>
<Caption>
PRINCIPAL AMOUNT
(000'S OMITTED) SECURITY VALUE
- -----------------------------------------------------------------------------------------------
BANKING AND FINANCE -- 20.6%
$ 2,000 American Express Credit Corp., 1.05%, 1/13/04 $ 1,999,300
2,086 American Express Credit Corp., 1.05%, 1/16/04 2,085,087
3,000 Barton Capital Corp., 1.07%, 1/15/04(1) 2,998,752
1,000 Barton Capital Corp., 1.08%, 1/21/04(1) 999,400
2,000 CAFCO, LLC, 1.09%, 1/5/04(1) 1,999,758
2,000 CAFCO, LLC, 1.07%, 2/12/04(1) 1,997,503
3,000 CIESCO, LLC, 1.08%, 1/8/04 2,999,370
2,200 CIESCO, LLC, 1.08%, 1/28/04 2,198,218
863 CIESCO, LLC, 1.06%, 2/17/04(1) 861,806
4,000 CRC Funding, LLC, 1.09%, 1/27/04 3,996,851
2,300 CXC, LLC, 1.09%, 1/14/04(1) 2,299,095
2,000 CXC, LLC, 1.09%, 1/26/04(1) 1,998,486
2,000 Kitty Hawk Funding Corp., 1.09%, 1/21/04(1) 1,998,789
2,000 Kitty Hawk Funding Corp., 1.06%, 3/10/04(1) 1,995,937
4,000 Old Line Funding Corp., 1.08%, 2/4/04(1) 3,995,920
4,343 Receivables Capital Corp., 1.07%, 1/15/04(1) 4,341,193
1,101 Yorktown Capital, LLC, 1.10%, 1/5/04(1) 1,100,865
3,000 Yorktown Capital, LLC, 1.08%, 1/16/04(1) 2,998,650
- -----------------------------------------------------------------------------------------------
$ 42,864,980
- -----------------------------------------------------------------------------------------------
ELECTRIC UTILITIES -- 1.0%
$ 2,000 National Rural Utilities Coop. Finance Co.,
1.04%, 2/3/04 $ 1,998,093
- -----------------------------------------------------------------------------------------------
$ 1,998,093
- -----------------------------------------------------------------------------------------------
ELECTRICAL AND ELECTRONIC EQUIPMENT -- 3.7%
$ 2,500 General Electric Capital Corp., 1.08%, 1/5/04 $ 2,499,700
3,000 General Electric Capital Corp., 1.09%, 1/6/04 2,999,546
2,180 General Electric Capital Corp., 1.09%, 1/26/04 2,178,350
- -----------------------------------------------------------------------------------------------
$ 7,677,596
- -----------------------------------------------------------------------------------------------
FOOD AND BEVERAGES -- 2.8%
$ 3,947 Alcon Capital Corp., 1.05%, 2/3/04(1) $ 3,943,201
2,000 Alcon Capital Corp., 1.05%, 2/9/04(1) 1,997,725
- -----------------------------------------------------------------------------------------------
$ 5,940,926
- -----------------------------------------------------------------------------------------------
INSURANCE -- 6.5%
$ 3,251 AIG Funding, Inc., 1.05%, 1/12/04 $ 3,249,957
2,500 AIG Funding, Inc., 1.07%, 1/15/04 2,498,960
2,243 New York Life Corp., 1.07%, 1/20/04(1) 2,241,733
3,500 New York Life Corp., 1.06%, 2/3/04(1) 3,496,599
2,000 Transamerica Finance Corp., 1.08%, 1/9/04 1,999,520
- -----------------------------------------------------------------------------------------------
$ 13,486,769
- -----------------------------------------------------------------------------------------------
OIL -- 1.9%
$ 4,000 Cortez Capital Corp., 1.08%, 1/20/04(1) $ 3,997,720
- -----------------------------------------------------------------------------------------------
$ 3,997,720
- -----------------------------------------------------------------------------------------------
TOTAL COMMERCIAL PAPER
(IDENTIFIED COST $75,966,084) $ 75,966,084
- -----------------------------------------------------------------------------------------------
U.S. GOVERNMENT OBLIGATIONS -- 58.8%
$ 3,907 FHLB Discount Notes, 1.05%, 3/10/04 $ 3,899,137
1,598 FHLMC Discount Notes, 1.06%, 1/5/04 1,597,812
3,089 FHLMC Discount Notes, 1.055%, 1/8/04 3,088,366
2,866 FHLMC Discount Notes, 1.07%, 1/22/04 2,864,211
2,937 FHLMC Discount Notes, 1.06%, 1/27/04 2,934,752
3,052 FHLMC Discount Notes, 1.07%, 1/29/04 3,049,460
3,023 FHLMC Discount Notes, 1.07%, 1/30/04 3,020,394
3,500 FHLMC Discount Notes, 1.065%, 2/2/04 3,496,687
3,090 FHLMC Discount Notes, 1.07%, 2/4/04 3,086,877
2,511 FHLMC Discount Notes, 1.07%, 2/5/04 2,508,388
3,336 FHLMC Discount Notes, 1.08%, 2/6/04 3,332,397
2,852 FHLMC Discount Notes, 1.08%, 2/12/04 2,848,406
6,160 FHLMC Discount Notes, 1.07%, 2/19/04 6,151,029
3,000 FHLMC Discount Notes, 1.10%, 3/1/04 2,994,500
2,443 FHLMC Discount Notes, 1.08%, 3/4/04 2,438,383
5,000 FHLMC Discount Notes, 1.05%, 4/1/04 4,986,729
2,958 FNMA Discount Notes, 1.06%, 1/2/04 2,957,913
4,726 FNMA Discount Notes, 1.05%, 1/7/04 4,725,173
2,381 FNMA Discount Notes, 1.085%, 1/7/04 2,380,569
2,500 FNMA Discount Notes, 1.05%, 1/9/04 2,499,417
13,570 FNMA Discount Notes, 1.03%, 1/13/04 13,565,341
3,572 FNMA Discount Notes, 1.06%, 1/14/04 3,570,633
1,690 FNMA Discount Notes, 1.07%, 1/14/04 1,689,347
4,792 FNMA Discount Notes, 1.07%, 1/20/04 4,789,294
5,407 FNMA Discount Notes, 1.07%, 1/21/04 5,403,786
2,586 FNMA Discount Notes, 1.08%, 1/28/04 2,583,905
10,403 FNMA Discount Notes, 1.07%, 2/11/04 10,390,323
5,083 FNMA Discount Notes, 1.07%, 2/18/04 5,075,748
3,500 FNMA Discount Notes, 1.08%, 2/18/04 3,494,960
3,990 FNMA Discount Notes, 1.08%, 2/25/04 3,983,417
3,000 FNMA Discount Notes, 1.05%, 4/1/04 2,992,037
- -----------------------------------------------------------------------------------------------
TOTAL U.S. GOVERNMENT OBLIGATIONS
(IDENTIFIED COST, $122,399,391) $ 122,399,391
- -----------------------------------------------------------------------------------------------
</Table>
See notes to financial statements.
12
<Page>
<Table>
<Caption>
PRINCIPAL AMOUNT
(000'S OMITTED) SECURITY VALUE
- -----------------------------------------------------------------------------------------------
SUPRANATIONAL OBLIGATIONS -- 0.9%
$ 2,000 IADB Discount Notes, 1.09%, 1/23/04 $ 1,998,668
- -----------------------------------------------------------------------------------------------
TOTAL SUPRANATIONAL OBLIGATIONS
(IDENTIFIED COST, $1,998,668) $ 1,998,668
- -----------------------------------------------------------------------------------------------
</Table>
SHORT-TERM INVESTMENTS -- 3.8%
<Table>
<Caption>
PRINCIPAL
AMOUNT
SECURITY (000'S OMITTED) VALUE
- -----------------------------------------------------------------------------------------------
Investors Bank and Trust Time Deposit, 1.01%, 1/2/04 $ 7,882 $ 7,882,000
- -----------------------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS
(AT AMORTIZED COST, $7,882,000) $ 7,882,000
- -----------------------------------------------------------------------------------------------
TOTAL INVESTMENTS -- 100.0%
(IDENTIFIED COST $208,246,143) $ 208,246,143(2)
- -----------------------------------------------------------------------------------------------
OTHER ASSETS, LESS LIABILITIES -- (0.0)% $ (23,750)
- -----------------------------------------------------------------------------------------------
NET ASSETS -- 100.0% $ 208,222,393
- -----------------------------------------------------------------------------------------------
</Table>
FHLMC-Federal Home Loan Mortgage Corporation (Freddie Mac)
FHLB-Federal Home Loan Bank
FNMA-Federal National Mortgage Association (Fannie Mae)
IADB-Inter-American Development Bank
Securities issued by Fannie Mae or Freddie Mac are not issued or guaranteed by
the U.S. government.
(1) A security which has been issued under section 4(2) of the Securities Act
of 1933 and is generally regarded as restricted and illiquid. This security
may be resold in transactions exempt from registration or to the public if
the security is registered. All such securities held have been deemed by
the Portfolio's Trustees to be liquid and were purchased with the
expectation that resale would not be necessary.
(2) Cost for federal income taxes is the same.
See notes to financial statements.
13
<Page>
CASH MANAGEMENT PORTFOLIO as of December 31, 2003
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 2003
<Table>
ASSETS
Investments, at amortized cost $ 208,246,143
Cash 759
Interest receivable 221
- -----------------------------------------------------------------------------------
TOTAL ASSETS $ 208,247,123
- -----------------------------------------------------------------------------------
LIABILITIES
Payable to affiliate for Trustees' fees $ 4,008
Accrued expenses 20,722
- -----------------------------------------------------------------------------------
TOTAL LIABILITIES $ 24,730
- -----------------------------------------------------------------------------------
NET ASSETS APPLICABLE TO INVESTORS' INTEREST IN PORTFOLIO $ 208,222,393
- -----------------------------------------------------------------------------------
SOURCES OF NET ASSETS
Net proceeds from capital contributions and withdrawals $ 208,222,393
- -----------------------------------------------------------------------------------
TOTAL $ 208,222,393
- -----------------------------------------------------------------------------------
</Table>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
<Table>
INVESTMENT INCOME
Interest $ 2,834,303
- -----------------------------------------------------------------------------------
TOTAL INVESTMENT INCOME $ 2,834,303
- -----------------------------------------------------------------------------------
EXPENSES
Investment adviser fee $ 1,223,913
Trustees' fees and expenses 13,753
Custodian fee 109,097
Legal and accounting services 37,257
Miscellaneous 5,560
- -----------------------------------------------------------------------------------
TOTAL EXPENSES $ 1,389,580
- -----------------------------------------------------------------------------------
NET INVESTMENT INCOME $ 1,444,723
- -----------------------------------------------------------------------------------
REALIZED GAIN (LOSS)
Net realized gain (loss)--
Investment transactions (identified cost basis) $ (25)
- -----------------------------------------------------------------------------------
NET REALIZED LOSS $ (25)
- -----------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 1,444,698
- -----------------------------------------------------------------------------------
</Table>
STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
YEAR ENDED YEAR ENDED
DECEMBER 31, 2003 DECEMBER 31, 2002
- -----------------------------------------------------------------------------------------
INCREASE (DECREASE)
IN NET ASSETS
From operations --
Net investment income $ 1,444,723 $ 3,509,014
Net realized loss (25) --
- -----------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 1,444,698 $ 3,509,014
- -----------------------------------------------------------------------------------------
Capital transactions --
Contributions $ 398,042,406 $ 576,320,486
Withdrawals (473,712,143) (621,360,711)
- -----------------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS
FROM CAPITAL TRANSACTIONS $ (75,669,737) $ (45,040,225)
- -----------------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS $ (74,225,039) $ (41,531,211)
- -----------------------------------------------------------------------------------------
NET ASSETS
At beginning of year $ 282,447,432 $ 323,978,643
- -----------------------------------------------------------------------------------------
AT END OF YEAR $ 208,222,393 $ 282,447,432
- -----------------------------------------------------------------------------------------
</Table>
See notes to financial statements.
14
<Page>
SUPPLEMENTARY DATA
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------------
2003 2002 2001 2000 1999
- -----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Ratios (As a percentage of average daily net assets):
Expenses 0.57% 0.58% 0.57% 0.58% 0.60%
Net investment income 0.59% 1.22% 3.33% 5.77% 4.60%
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN* 0.60% 1.22% 3.70% -- --
- -----------------------------------------------------------------------------------------------------------------------------------
</Table>
* Total return is required to be disclosed for fiscal years beginning after
December 15, 2000.
See notes to financial statements.
15
<Page>
CASH MANAGEMENT PORTFOLIO as of December 31, 2003
NOTES TO FINANCIAL STATEMENTS
1 SIGNIFICANT ACCOUNTING POLICIES
Cash Management Portfolio (the Portfolio) is registered under the Investment
Company Act of 1940, as amended, as a diversified, open-end management
investment company. The Portfolio, which was organized as a trust under the
laws of the State of New York on May 1, 1992, seeks to achieve as high a rate
of income as may be consistent with preservation of capital and maintenance
of liquidity. The Declaration of Trust permits the Trustees to issue
interests in the Portfolio. At December 31, 2003, the Eaton Vance Cash
Management Fund, the Eaton Vance Money Market Fund and the Eaton Vance
Medallion Money Market Fund held interests of approximately 48.8%, 48.4% and
1.7%, respectively, in the Portfolio. The following is a summary of
significant accounting policies of the Portfolio. The policies are in
conformity with accounting principles generally accepted in the United States
of America.
A SECURITY VALUATION -- The Portfolio values investment securities utilizing
the amortized cost valuation technique permitted by Rule 2a-7 of the
Investment Company Act of 1940, pursuant to which the Portfolio must comply
with certain conditions. This technique involves initially valuing a
portfolio security at its cost and thereafter assuming a constant
amortization to maturity of any discount or premium.
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 some of the Portfolio's investors are regulated investment companies
that invest all or substantially all of their assets in the Portfolio, the
Portfolio normally must satisfy the applicable source of income and
diversification requirements (under the Internal Revenue Code) in order for
its investors to satisfy them. The Portfolio will allocate at least annually
among its investors each investor's distributive share of the Portfolio's net
investment income, net realized capital gains, and any other items of income,
gain, loss, deduction or credit.
D 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, $161 of credit balances were used to reduce the Portfolio's custodian
fee.
E 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.
F INDEMNIFICATIONS -- Under the Portfolio's organizational documents, its
officers and Trustees may be indemnified against certain liabilities and
expenses arising out of the performance of their duties to the Portfolio.
Interestholders in the Portfolio are jointly and severally liable for the
liabilities and obligations of the Portfolio in the event that the Portfolio
fails to satisfy such liabilities and obligations; provided, however, that,
to the extent assets are available in the Portfolio, the Portfolio may, under
certain circumstances, indemnify interestholders from and against any claim
or liability to which such holder may become subject by reason of being or
having been an interestholder in the Portfolio. Additionally, in the normal
course of business, the 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.
G OTHER -- Investment transactions are accounted for on a trade-date basis.
16
<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 rate of 1/2 of 1% per annum of the Portfolio's
average daily net assets and amounted to $1,223,913 for the year ended
December 31, 2003. Except as to Trustees of the Portfolio who are not members
of EVM's or BMR's organization, officers and Trustees receive remuneration
for their services to the Portfolio out of such investment adviser fee.
Certain officers and Trustees of the Portfolio are officers of the above
organizations.
3 LINE OF CREDIT
The Portfolio participates with other portfolios and funds managed by BMR or
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
4 INVESTMENTS
Purchases and sales (including maturities) of investments during the year
ended December 31, 2003, exclusive of U.S. Government securities, aggregated
$1,322,294,758 and $1,380,314,512, respectively. Purchases and sales
(including maturities) of U.S. Government securities aggregated $693,437,491
and $712,419,359, respectively.
17
<Page>
CASH MANAGEMENT PORTFOLIO as of December 31, 2003
INDEPENDENT AUDITORS' REPORT
TO THE TRUSTEES AND INVESTORS OF CASH MANAGEMENT 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 Cash Management 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
18
<Page>
EATON VANCE MONEY MARKET FUNDS
MANAGEMENT AND ORGANIZATION
FUND MANAGEMENT. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and
Cash Management Portfolio (the Portfolio) are responsible for the overall
management and supervision of the Trust's and Portfolio's affairs. The Trustees
and officers of the Trust and the Portfolio are listed below. Except as
indicated, each individual has held the office shown or other offices in the
same company for the last five years. Trustees and officers of the Trust and the
Portfolio hold indefinite terms of office. The "noninterested Trustees" consist
of those Trustees who are not "interested persons" of the Trust and the
Portfolio, as that term is defined under the 1940 Act. The business address of
each Trustee and officer is The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109. As used below, "EVC" refers to Eaton Vance Corp., "EV"
refers to Eaton Vance, Inc., "EVM" refers to Eaton Vance Management, "BMR"
refers to Boston Management and Research and "EVD" refers to Eaton Vance
Distributors, Inc. EVC and EV are the corporate parent and trustee,
respectively, of EVM and BMR. EVD is the Fund's principal underwriter, the
Portfolio's placement agent and a wholly-owned subsidiary of EVM.
<Table>
<Caption>
POSITION(S) TERM OF NUMBER OF PORTFOLIOS
WITH THE OFFICE AND IN FUND COMPLEX
NAME AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY
DATE OF BIRTH THE PORTFOLIO SERVICE DURING PAST FIVE YEARS TRUSTEE(1) OTHER DIRECTORSHIPS HELD
- ------------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE(S)
Jessica M. Bibliowicz Trustee Since 1998 Chairman, President and 193 Director of National
11/28/59 Chief Executive Officer Financial Partners
of National Financial
Partners (financial
services company) (since
April 1999). President and
Chief Operating Officer
of John A. Levin & Co.
(registered investment
adviser) (July 1997 to
April 1999) and a Director
of Baker, Fentress &
Company, which owns John
A. Levin & Co. (July 1997
to April 1999). Ms.
Bibliowicz is an
interested person because
of her affiliation with a
brokerage firm.
James B. Hawkes Trustee Trustee of the Chairman, President and 195 Director of EVC
11/9/41 Trust since Chief Executive Officer
1991; of the of BMR, EVC, EVM and EV;
Portfolio since Director of EV; Vice
1993 President and Director 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 Funds and Portfolio.
NONINTERESTED TRUSTEE(S)
Samuel L. Hayes, III Trustee Trustee of the Jacob H. Schiff Professor 195 Director of Tiffany &
2/23/35 Trust since of Investment Banking Co. (specialty
1986; of the Emeritus, Harvard retailer) and Telect,
Portfolio since University Graduate Inc. (telecommunication
1993 School of Business services company)
Administration.
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>
19
<Page>
<Table>
<Caption>
POSITION(S) TERM OF NUMBER OF PORTFOLIOS
WITH THE OFFICE AND IN FUND COMPLEX
NAME AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY
DATE OF BIRTH PORTFOLIOS SERVICE DURING PAST FIVE YEARS TRUSTEE(1) OTHER DIRECTORSHIPS HELD
- ------------------------------------------------------------------------------------------------------------------------------------
NONINTERESTED TRUSTEE(S) (CONTINUED)
Norton H. Reamer Trustee Trustee of the President,Chief Executive 195 None
9/21/35 Trust since Officer and a Director of
1986; of the Asset Management Finance
Portfolio since Corp. (a specialty
1993 finance 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 Since 1998 Professor of Law, 195 None
9/14/57 University of California
at Los Angeles School of
Law (since July 2001).
Formerly, Professor of
Law, Georgetown
University Law Center.
</Table>
PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES
<Table>
<Caption>
POSITION(S) TERM OF
WITH THE OFFICE AND
NAME AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S)
DATE OF BIRTH THE PORTFOLIO SERVICE DURING PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas E. Faust Jr. President of Since 2002 Executive Vice President of EVM, BMR, EVC and EV; Chief
5/31/58 the Trust 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 Since 1995 Vice President of EVM and BMR. Officer of 35 registered
7/28/59 of the Trust investment companies managed by EVM or BMR.
Thomas J. Fetter Vice President Since 1997 Vice President of EVM and BMR. Trustee and President of The
8/20/43 of the Trust Massachusetts Health & Education Tax-Exempt Trust. Officer of
127 registered investment companies managed by EVM or BMR.
Elizabeth S. Kenyon President of Since 2002(2) Vice President of EVM and BMR. Officer of 2 registered
9/8/59 the Portfolio investment companies managed by EVM or BMR.
Thomas H. Luster Vice President Since 2002 Vice President of EVM and BMR. Officer of 15 registered
4/8/62 of the investment companies managed by EVM or BMR.
Portfolio
Michael R. Mach Vice President Since 1999 Vice President of EVM and BMR. Previously, Managing Director
7/15/47 of the Trust and Senior Analyst for Robertson Stephens (1998-1999). Officer
of 26 registered investment companies managed by EVM or BMR.
Robert B. MacIntosh Vice President Since 1998 Vice President of EVM and BMR. Officer of 127 registered
1/22/57 of the Trust investment companies managed by EVM or BMR.
Duncan W. Richardson Vice President Since 2001 Senior Vice President and Chief Equity Investment Officer of
10/26/57 of the Trust EVM and BMR. Officer of 42 registered investment companies
managed by EVM or BMR.
Walter A. Row, III Vice President Since 2001 Director of Equity Research and a Vice President of EVM and
7/20/57 of the Trust BMR. Officer of 22 registered investment companies managed by
EVM or BMR.
</Table>
20
<Page>
<Table>
<Caption>
POSITION(S) TERM OF
WITH THE OFFICE AND
NAME AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S)
DATE OF BIRTH THE PORTFOLIO SERVICE DURING PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
Judith A. Saryan Vice President Since 2003 Vice President of EVM and BMR. Previously, Portfolio Manager
8/21/54 of the Trust 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 Since 2002 Vice President of EVM and BMR. Officer of 26 registered
3/13/61 of the Trust investment companies managed by EVM or BMR.
Alan R. Dynner Secretary Since 1997 Vice President, Secretary and Chief Legal Officer of BMR, EVM,
10/10/40 EVD, EV and EVC. Officer of 195 registered investment companies
managed by EVM or BMR.
Kristin S. Anagnost Treasurer of Since 2002(2) Assistant Vice President of EVM and BMR. Officer of 109
6/12/65 the Portfolio registered investment companies managed by EVM or BMR.
James L. O'Connor Treasurer of Since 1989 Vice President of BMR, EVM and EVD. Officer of 116 registered
4/1/45 the Trust investment companies managed by EVM or BMR.
</Table>
(1) Includes both master and feeder funds in a master-feeder structure.
(2) Prior to 2002, Ms. Kenyon served as Vice President of the Portfolio since
2001 and Ms. Anagnost served as Assistant Treasurer of the Portfolio since
1998.
The SAI for the Funds includes additional information about the Trustees and
officers of the Funds and the Portfolio and can be obtained without charge by
calling 1-800-225-6265.
21
<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>
131-2/04 MMSRC
<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)
Each of Eaton Vance Cash Management Fund and Eaton Vance Money Market Fund (the
"Fund(s)") is a series of Eaton Vance Mutual Funds Trust (the "Trust"), a
Massachusetts business trust. The Trust is registered under the Investment
Company Act of 1940 as an open-end management investment company. Including the
Funds, the Trust contains a total of 22 series (collectively, the "Series").
This Form N-CSR/A relates to the Funds' annual reports.
The following tables present the aggregate fees billed to each Fund for the
Fund's fiscal years ended December 31, 2002 and December 31, 2003 by the Fund's
principal accountant for professional services rendered for the audit of the
Fund's annual financial statements and fees billed for other services rendered
by the principal accountant during those periods.
<Page>
EATON VANCE CASH MANAGEMENT FUND
<Table>
<Caption>
FISCAL YEARS ENDED 12/31/02 12/31/03
- ----------------------------------------------------------------
Audit Fees $ 8,925 $ 10,125
Audit-Related Fees(1) $ 0 $ 0
Tax Fees(2) $ 4,785 $ 5,210
All Other Fees(3) $ 0 $ 0
---------------------
Total $ 13,710 $ 15,335
=====================
</Table>
EATON VANCE MONEY MARKET FUND
<Table>
<Caption>
FISCAL YEARS ENDED 12/31/02 12/31/03
- ----------------------------------------------------------------
Audit Fees $ 8,925 $ 10,125
Audit-Related Fees(1) $ 0 $ 0
Tax Fees(2) $ 4,770 $ 5,185
All Other Fees(3) $ 0 $ 0
---------------------
Total $ 13,695 $ 15,310
=====================
</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 financial statements and are not reported under the category of
audit fees.
(2) Tax fees consist of the aggregate fees billed for professional services
rendered by the principal accountant relating to tax compliance, tax
advice, and tax planning and specifically include fees for tax return
preparation.
(3) All other fees consist of the aggregate fees billed for products and
services provided by the principal accountant other than audit,
audit-related, and tax services.
<Page>
The various Series comprising the Trust have differing fiscal year ends (April
30, October 31, or December 31). In addition, the Series differ as to principal
accountant; i.e., certain Series have PricewaterhouseCoopers LLP ("PWC") as a
principal accountant and other Series have Deloitte & Touche LLP ("D&T") as a
principal accountant. The following table presents the aggregate audit,
audit-related, tax, and other fees billed to all of the Series in the Trust by
each Series's respective principal accountant for the last two fiscal years of
each Series.
<Table>
<Caption>
FISCAL YEARS
ENDED 4/30/02* 10/31/02 12/31/02
PWC D&T PWC D&T PWC D&T
- ---------------------------------------------------------------------------------
AUDIT FEES $ 0 $ 0 $ 27,850 $ 106,284 $ 61,325 $ 48,131
AUDIT-RELATED
FEES(1) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
TAX FEES(2) $ 0 $ 0 $ 18,620 $ 68,900 $ 31,190 $ 15,500
ALL OTHER
FEES(3) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
---------------------------------------------------------------
TOTAL $ 0 $ 0 $ 46,470 $ 175,184 $ 92,515 $ 63,631
===============================================================
<Caption>
FISCAL YEARS
ENDED 4/30/03* 10/31/03 12/31/03
PWC D&T PWC D&T PWC D&T
- ---------------------------------------------------------------------------------------
AUDIT FEES $ 0 $ 0 $ 41,150 $ 135,218 $ 77,175 $ 60,955
AUDIT-RELATED
FEES(1) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
TAX FEES(2) $ 0 $ 0 $ 23,735 $ 72,900 $ 38,605 $ 15,800
ALL OTHER
FEES(3) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
---------------------------------------------------------------------
TOTAL $ 0 $ 0 $ 64,885 $ 208,118 $ 115,780 $ 76,755
=====================================================================
</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 financial statements and are not reported under the category of
audit fees.
(2) Tax fees consist of the aggregate fees billed for professional services
rendered by the principal accountant relating to tax compliance, tax
advice, and tax planning and specifically include fees for tax return
preparation.
(3) All other fees consist of the aggregate fees billed for products and
services provided by the principal accountant other than audit,
audit-related, and tax services.
* Eaton Vance Tax-Managed Dividend Income Fund, the only Series with an April 30
fiscal year end, commenced operations on May 30, 2003.
(e)(1) The registrant's audit committee has adopted policies and procedures
relating to the pre-approval of services provided by the registrant's principal
accountant (the "Pre-Approval Policies"). The Pre-Approval Policies establish a
framework intended to assist the audit committee in the proper discharge of its
pre-approval responsibilities. As a general matter, the Pre-Approval Policies
(i) specify certain types of audit, audit-related, tax, and other services
determined to be pre-approved by the audit committee; and (ii) delineate
specific procedures governing the mechanics of the pre-approval process,
including the approval and monitoring of audit and non-audit service fees.
Unless a service is specifically pre-approved under the Pre-Approval Policies,
it must be separately pre-approved by the audit committee.
The Pre-Approval Policies and the types of audit and non-audit services
pre-approved therein must be reviewed and ratified by the registrant's audit
committee at least annually. The registrant's audit committee maintains full
responsibility for the appointment, compensation, and oversight of the work of
the registrant's principal accountant.
(e)(2) No services described in paragraphs (b)-(d) above were approved by the
registrant's audit committee pursuant to the "de minimis exception" set forth in
Rule 2-01(c)(7)(i)(C) of Regulation S-X.
<Page>
(f) Not applicable.
(g) The following table presents (i) the aggregate non-audit fees (i.e., fees
for audit-related, tax, and other services) billed to all of the Series in the
Trust by each Series's respective principal accountant (either PWC or D&T) for
the last two fiscal years of each Series; and (ii) the aggregate non-audit fees
(i.e., fees for audit-related, tax, and other services) billed to the Eaton
Vance organization by PWC and D&T for the last two fiscal years of each Series.
<Table>
<Caption>
FISCAL YEARS
ENDED 4/30/02 10/31/02 12/31/02
PWC D&T PWC D&T PWC D&T
- ---------------------------------------------------------------------------------------
REGISTRANT(1) $ 0 $ 0 $ 18,620 $ 68,900 $ 31,190 $ 15,500
EATON VANCE(2) $ 0 $ 645,049 $ 0 $ 389,924 $ 0 $ 336,546
<Caption>
FISCAL YEARS
ENDED 4/30/03 10/31/03 12/31/03
PWC D&T PWC D&T PWC D&T
- ---------------------------------------------------------------------------------------
REGISTRANT(1) $ 0 $ 0 $ 23,735 $ 72,900 $ 38,605 $ 15,800
EATON VANCE(2) $ 0 $ 198,709 $ 0 $ 440,918 $ 0 $ 458,168
</Table>
(1) Includes all of the Series in the Trust.
(2) Various subsidiaries of Eaton Vance Corp. act in either an investment
advisory and/or service provider capacity with respect to the Series.
(h) The registrant's audit committee has considered whether the provision by the
registrant's principal accountant of non-audit services to the registrant's
investment adviser and any entity controlling, controlled by, or under common
control with the adviser that provides ongoing services to the registrant that
were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is
compatible with maintaining the principal accountant's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
Not required in this filing.
ITEM 6. SCHEDULE OF INVESTMENTS
Not required in this filing.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES
Not required in this filing.
ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not required in this filing.
<Page>
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable
ITEM 10. CONTROLS AND PROCEDURES
(a) It is the conclusion of the registrant's principal executive officer and
principal financial officer that the effectiveness of the registrant's current
disclosure controls and procedures (such disclosure controls and procedures
having been evaluated within 90 days of the date of this filing) provide
reasonable assurance that the information required to be disclosed by the
registrant has been recorded, processed, summarized and reported within the time
period specified in the Commission's rules and forms and that the information
required to be disclosed by the registrant has been accumulated and communicated
to the registrant's principal executive officer and principal financial officer
in order to allow timely decisions regarding required disclosure.
(b) There have been no changes in the registrant's internal controls over
financial reporting during the period that has materially affected, or is
reasonably likely to materially affect the registrant's internal control over
financial reporting.
ITEM 11. 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 CASH MANAGEMENT FUND AND MONEY
MARKET FUND)
By: /s/ Thomas E. Faust Jr.
---------------------------------------
Thomas E. Faust Jr.
President
Date: June 8, 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: June 8, 2004
By: /s/ Thomas E. Faust Jr.
---------------------------------------
Thomas E. Faust Jr.
President
Date: June 8, 2004