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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
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(Exact Name of Registrant as Specified in Charter)
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Address of Principal Executive Offices)
Alan R. Dynner
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Name and Address of Agent for Services)
(617) 482-8260
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(Registrant's Telephone Number)
December 31
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Date of Fiscal Year End
December 31, 2003
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Date of Reporting Period
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ITEM 1. REPORTS TO STOCKHOLDERS
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[GRAPHIC]
[EATON VANCE(R) MANAGED INVESTMENTS LOGO]
EDUCATION
ANNUAL REPORT DECEMBER 31, 2003
EATON VANCE TAX FREE RESERVES
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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.
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EATON VANCE TAX FREE RESERVES AS OF DECEMBER 31, 2003
INVESTMENT UPDATE
[PHOTO OF WILLIAM H. AHERN]
William H. Ahern
Portfolio Manager
INVESTMENT ENVIRONMENT
- - 2003 was a year of significant 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%.* 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.*
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 low refinancing interest rates, 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
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," should
continue to narrow, as it did in 2003.
THE FUND
THE PAST YEAR
- - During the year ended December 31, 2003, shareholders of Eaton Vance Tax Free
Reserves received $0.004 in income dividends, free from regular federal income
tax.(1)
About Eaton Vance Tax Free Reserves
- - In seeking its investment objective, Eaton Vance Tax Free Reserves principally
invests in a diversified port-folio of high-quality obligations, including
bonds, notes, and commercial paper, the interest from which is exempt from
regular federal income tax.(1) The Fund invests in short-term obligations that
are rated in the two highest short-term ratings categories, thereby offering
minimal credit risk.(2)
- - For example, at December 31, 2003, approximately 14.3% of the Fund's assets
were invested in general obligation notes or bonds (GOs). Issued by states,
counties, cities, towns, villages, and school districts, GOs are backed by the
full faith and credit of the issuer, as represented by the unlimited taxing
power of the jurisdiction. Because of that taxing power, general obligation
bonds are often accorded a fairly high credit quality -- dependent, of course,
on the creditworthiness of the community in question.
(1) A portion of the Fund's income could be subject to federal income and/or
alternative minimum tax. Income may be subject to state tax.
(2) An investment in the Fund is neither insured nor guaranteed by the U.S.
Government. Although the Fund seeks to maintain a stable net asset value of
$1.00 per share, this cannot be guaranteed, and it is possible to lose
money by investing in the Fund. The Fund has no sales charge.
For federal income tax purposes, 100% of the total
dividends paid by the Fund from net investment
income during the year ended December 31, 2003,
was designated as an exempt interest dividend.
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.
* It is not possible to invest directly in an Index.
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.
2
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EATON VANCE TAX FREE RESERVES AS OF DECEMBER 31, 2003
PORTFOLIO OF INVESTMENTS
TAX-EXEMPT INVESTMENTS -- 98.8%
<Table>
<Caption>
PRINCIPAL AMOUNT
(000'S OMITTED) SECURITY VALUE
- ----------------------------------------------------------------------------------------
COMMERCIAL PAPER -- 4.2%
$ 1,250 Municipal Electric Authority, GA, 1.06%, 1/14/04 $ 1,250,000
- ----------------------------------------------------------------------------------------
$ 1,250,000
- ----------------------------------------------------------------------------------------
GENERAL OBLIGATION NOTES / BONDS -- 14.3%
$ 395 Annapolis, MD, 3.00%, 4/1/04 $ 397,144
200 Chesapeake, VA, 5.00%, 5/1/04 202,451
1,000 Cincinnati, OH, School District, 1.65%, 9/10/04 1,003,751
500 Dakota County, MN, 3.00%, 2/1/04 500,921
1,060 Ocean County, NJ, 4.00%, 8/1/04 1,078,170
215 West Middlesex, PA, School District, (MBIA),
5.40%, 6/15/04 219,259
800 Wisconsin State, 5.30%, 5/1/04 811,307
- ----------------------------------------------------------------------------------------
$ 4,213,003
- ----------------------------------------------------------------------------------------
REVENUE NOTES / BONDS -- 5.7%
$ 185 New York City Transitional Finance Authority,
4.40%, 2/15/04 $ 185,741
1,500 Texas State, 2.00%, 8/31/04 1,508,562
- ----------------------------------------------------------------------------------------
$ 1,694,303
- ----------------------------------------------------------------------------------------
VARIABLE RATE DEMAND OBLIGATIONS -- 74.6%
$ 1,000 Butler County, OH, Healthcare Facilities, (Lifesphere),
1.30%, 5/1/27 $ 1,000,000
800 Butler County, PA, IDA, (Armco, Inc.), 1.40%, 6/1/20 800,000
500 Colorado Housing and Finance Authority,
(Multifamily Insured Mortgage), (MBIA),
(SPA: Westdeutsche Landesbank), 1.25%, 10/1/30 500,000
1,500 Connecticut HEFA, (Bradley Health Care), 1.10%, 7/1/29 1,500,000
1,000 Delaware Valley, PA, Regional Finance Authority,
1.10%, 12/1/20 1,000,000
1,000 Farmington, NM, PCR, (Arizona Public Service Co.),
1.26%, 9/1/24 1,000,000
1,000 Franklin County, OH, Hospital Revenue,
(Doctors Ohiohealth Corp.), 1.20%, 12/1/28 1,000,000
500 Galveston, TX, Industrial Development Corp.,
(Mitchell Interests), (LOC: Bank One Texas N.A.),
1.35%, 9/1/13 500,000
1,000 Greater East Texas Higher Education,
(LOC: Student Loan Marketing), 1.30%, 5/1/28 1,000,000
1,250 Illinios, (FSA), (SPA: Wachovia Bank N.A.),
1.21%, 12/1/24 1,250,000
$ 700 Illinois Development Finance Authority,
(Cinnamon Lake Towers), 1.25%, 4/15/37 $ 700,000
1,500 Illinois Educational Facilities Authority,
(John F. Kennedy Health Care Foundation), 1.15%, 12/1/25 1,500,000
500 Irvine, CA, (Improvement Bond Act 1915),
1.26%, 9/2/25 500,000
1,500 Kansas City, MO, IDA, (Willow Creek IV Apartments),
(FNMA), 1.20%, 9/1/25 1,500,000
775 Metropolitan Government of Nashville and Davidson
County, TN, IDR, (Nashville Resources Recovery),
1.20%, 5/1/09 775,000
1,500 New Jersey EDA, (Crowley Liner Services), (LOC:
Citibank N.A.), 1.10%, 4/1/13 1,500,000
500 North Central, TX, Health Facility Development,
(Dallas Jewish Community Foundation), (LOC: Allied
Irish Bank PLC), 1.18%, 12/1/30 500,000
700 Ohio Higher Educational Facility Commission,
(John Carroll University), (LOC: Allied Irish
Bank PLC), 1.30%, 11/15/31 700,000
1,000 Pasadena, TX, School District, (SPA: Westdeutsche
Landesbank), 1.35%, 8/15/26 1,000,000
990 Pennsylvania Turnpike Commission, (Oil Franchise),
(AMBAC), 1.30%, 12/15/15 990,000
1,500 Port Development Corp., TX, Stolt Terminals, (LOC:
Canadian Imperial Bank), 1.10%, 1/15/14 1,500,000
1,300 South Barrington, IL, (Cook County), (LOC: Harris
Trust & Savings Bank), 1.15%, 12/1/27 1,300,000
- ----------------------------------------------------------------------------------------
$ 22,015,000
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TOTAL TAX-EXEMPT INVESTMENTS -- 98.8%
(IDENTIFIED COST $29,172,306) $ 29,172,306(1)
- ----------------------------------------------------------------------------------------
OTHER ASSETS, LESS LIABILITIES -- 1.2% $ 346,339
- ----------------------------------------------------------------------------------------
NET ASSETS -- 100.0% $ 29,518,645
- ----------------------------------------------------------------------------------------
</Table>
At December 31, 2003, the concentration of the Fund's investments in the various
states, determined as a percentage of net assets, is as follows:
<Table>
Illinois 16.1%
Ohio 12.5%
Pennsylvania 10.2%
Texas 20.4%
Others, representing less than 10% individually 39.6%
</Table>
(1) Cost for federal income taxes is the same.
SEE NOTES TO FINANCIAL STATEMENTS.
3
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EATON VANCE TAX FREE RESERVES AS OF DECEMBER 31, 2003
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 2003
<Table>
ASSETS
Investments, at amortized cost $ 29,172,306
Cash 291,950
Receivable for Fund shares sold 40,676
Interest receivable 76,199
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TOTAL ASSETS $ 29,581,131
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LIABILITIES
Payable for Fund shares redeemed $ 41,200
Dividends payable 6,621
Payable to affiliate for Trustees' fees 443
Accrued expenses 14,222
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TOTAL LIABILITIES $ 62,486
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NET ASSETS FOR 29,536,302 SHARES OF BENEFICIAL INTEREST OUTSTANDING $ 29,518,645
- --------------------------------------------------------------------------------------------------
SOURCES OF NET ASSETS
Paid-in capital $ 29,520,233
Accumulated net realized loss (computed on the basis of identified cost) (1,588)
- --------------------------------------------------------------------------------------------------
TOTAL $ 29,518,645
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SHARES OF BENEFICIAL INTEREST OUTSTANDING
29,536,302
- --------------------------------------------------------------------------------------------------
NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($29,518,645 / 29,536,302 SHARES OF BENEFICIAL INTEREST OUTSTANDING) $ 1.00
- --------------------------------------------------------------------------------------------------
</Table>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED
DECEMBER 31, 2003
<Table>
INVESTMENT INCOME
Interest $ 317,643
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TOTAL INVESTMENT INCOME $ 317,643
- --------------------------------------------------------------------------------------------------
EXPENSES
Investment adviser fee $ 144,265
Trustees' fees and expenses 1,198
Legal and accounting services 28,328
Registration fees 16,246
Custodian fee 29,070
Transfer and dividend disbursing agent fees 1,668
Interest 330
Miscellaneous 2,190
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TOTAL EXPENSES $ 223,295
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Deduct --
Reduction of custodian fee $ 29,070
Reduction of investment adviser fee 1,826
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TOTAL EXPENSE REDUCTIONS $ 30,896
- --------------------------------------------------------------------------------------------------
NET EXPENSES $ 192,399
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NET INVESTMENT INCOME $ 125,244
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REALIZED GAIN (LOSS)
Net realized loss --
Investment transactions (identified cost basis) $ (109)
- --------------------------------------------------------------------------------------------------
NET REALIZED LOSS $ (109)
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NET INCREASE IN NET ASSETS FROM OPERATIONS $ 125,135
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</Table>
SEE NOTES TO FINANCIAL STATEMENTS.
4
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STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
INCREASE (DECREASE) YEAR ENDED YEAR ENDED
IN NET ASSETS DECEMBER 31, 2003 DECEMBER 31, 2002
- -------------------------------------------------------------------------------------
From operations --
Net investment income $ 125,244 $ 267,037
Net realized gain (loss) (109) 463
- -------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 125,135 $ 267,500
- -------------------------------------------------------------------------------------
Distributions to shareholders --
From net investment income $ (125,244) $ (267,037)
From net realized gain -- (463)
- -------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS TO SHAREHOLDERS $ (125,244) $ (267,500)
- -------------------------------------------------------------------------------------
Transactions in shares of beneficial interest
net asset value of $1.00 per share --
Proceeds from sale of shares $ 60,317,407 $ 66,195,487
Net asset value of shares issued to
shareholders in payment of
distributions declared 35,682 78,632
Cost of shares redeemed (60,099,666) (69,363,489)
- -------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET
ASSETS FROM FUND SHARE TRANSACTIONS $ 253,423 $ (3,089,370)
- -------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS $ 253,314 $ (3,089,370)
- -------------------------------------------------------------------------------------
NET ASSETS
At beginning of year $ 29,265,331 $ 32,354,701
- -------------------------------------------------------------------------------------
AT END OF YEAR $ 29,518,645 $ 29,265,331
- -------------------------------------------------------------------------------------
</Table>
SEE NOTES TO FINANCIAL STATEMENTS.
5
<Page>
FINANCIAL HIGHLIGHTS
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
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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 $ 0.004 $ 0.008 $ 0.021 $ 0.036 $ 0.029
- -------------------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
From net investment income $ (0.004) $ (0.008) $ (0.021) $ (0.036) $ (0.029)
- -------------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS $ (0.004) $ (0.008) $ (0.021) $ (0.036) $ (0.029)
- -------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE -- END OF YEAR $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
- -------------------------------------------------------------------------------------------------------------------
TOTAL RETURN(1) 0.44% 0.81% 2.20% 3.69% 2.89%
- -------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA+
Net assets, end of year (000's omitted) $ 29,519 $ 29,265 $ 32,355 $ 45,703 $ 40,456
Ratios (As a percentage of average daily net assets):
Net expenses 0.77% 0.85% 0.75% 0.55% 0.46%
Net expenses after custodian fee reduction 0.67% 0.74% 0.66% 0.46% 0.38%
Net investment income 0.43% 0.81% 2.18% 3.56% 2.83%
- -------------------------------------------------------------------------------------------------------------------
</Table>
+ The operating expenses of the Fund may reflect a reduction of the
investment adviser fee, an allocation of expenses to the Investment
Adviser, or both. Had such actions not been taken, the ratios and net
investment income per share would have been as follows:
<Table>
Ratios (As a percentage of average daily
net assets):
Expenses 0.78% 0.79% 0.75% 0.76%
Expenses after custodian fee reduction 0.68% 0.70% 0.66% 0.68%
Net investment income 0.42% 2.13% 3.36% 2.53%
Net investment income per share $ 0.004 $ 0.021 $ 0.034 $ 0.026
- -------------------------------------------------------------------------------------------------------------------
</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.
SEE NOTES TO FINANCIAL STATEMENTS.
6
<Page>
NOTES TO FINANCIAL STATEMENTS
1 SIGNIFICANT ACCOUNTING POLICIES
Eaton Vance Tax Free Reserves (the Fund) is a series of Eaton Vance Mutual
Funds Trust (the Trust). The Trust is an entity of the type known as a
Massachusetts business trust and is registered under the Investment Company
Act of 1940 (the 1940 Act), as amended, as an open-end management investment
company. The Fund seeks to earn as high a rate of income exempt from regular
federal income tax as may be consistent with preservation of capital and
maintenance of liquidity. 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 SECURITY VALUATION -- The Fund 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 Fund must comply with certain
conditions. This technique involves initially valuing a portfolio security at
its cost and thereafter assuming a constant amortization to maturity of any
discount or premium.
B INTEREST INCOME -- Interest income consists of interest accrued, adjusted
for amortization of any premium or accretion of any discount, accrued ratably
to the date of maturity or call.
C FEDERAL TAXES -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code (the Code) applicable to regulated investment companies
and to distribute to shareholders each year all of its net investment 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 $1,588,
which will reduce the Fund's taxable income arising from future net realized
gain on investments, if any, to the extent permitted by the Code, and thus
will reduce the amount of the distributions to shareholders which would
otherwise be necessary to relieve the Fund of any liability for federal
income tax. Such capital loss carryover will expire on December 31, 2005
($1,479) and December 31, 2011 ($109). At December 31, 2003, the Fund did not
have any undistributed income on a tax basis. Dividends paid by the Fund from
net interest earned on tax-exempt municipal bonds are not includable by
shareholders as gross income for federal income tax purposes because the Fund
intends to meet certain requirements of the Code applicable to regulated
investment companies which will enable the Fund to pay exempt-interest
dividends. The portion of such interest, if any, earned on private activity
bonds issued after August 7, 1986 may be considered a tax preference item for
shareholders.
D OTHER -- Investment transactions are accounted for on a trade-date basis.
E EXPENSE REDUCTION -- Investors Bank & Trust Company (IBT) serves as
custodian to the Fund. Pursuant to the custodian agreement, IBT receives a
fee reduced by credits which are determined based on the average daily cash
balance the Fund maintains with IBT. All significant credit balances used to
reduce the Fund's custodian fees are reported as a reduction of total
expenses in the Statement of Operations.
F USE OF ESTIMATES -- The preparation of the financial statements in
conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of income and expense during the
reporting period. Actual results could differ from those estimates.
G INDEMNIFICATIONS -- Under the Trust's organizational documents, its
officers and Trustees may be indemnified against certain liabilities and
expenses arising out of the performance of their duties to the Fund 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.
H 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.
2 DISTRIBUTION TO SHAREHOLDERS
The net investment income of the Fund is determined daily, and substantially
all of the net investment income so determined is declared as a dividend to
shareholders of record at the time of declaration. Such dividends are paid
monthly. Distributions are paid in the form of additional shares of the Fund,
or, at the election of the shareholder, in cash. The Fund distinguishes
between distributions on a tax
7
<Page>
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 INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment adviser fee is earned by Eaton Vance Management (EVM) as
compensation for management, investment advisory, and other services rendered
to the Fund and is computed at the monthly rate of 1/24 of 1% (0.50%
annually) of the Fund's average daily net assets. For the year ended December
31, 2003, the fee amounted to $144,265. To enhance the net investment income
of the Fund, EVM made a reduction of its fee in the amount of $1,826. Except
as to Trustees of the Fund who are not members of EVM's organization,
officers and Trustees receive remuneration for their services to the Fund out
of such investment adviser fee. Certain officers and Trustees of the Fund are
officers of the above organization. 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 $612 in sub-transfer agent fees.
4 SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
5 LINE OF CREDIT
The Fund participates with other portfolios and funds managed by EVM and
affiliates in a $150 million unsecured line of credit agreement with a group
of banks. Borrowings will be made by the Fund 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 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 Fund did not have any significant
borrowings or allocated fees during the year ended December 31, 2003.
6 PURCHASES AND SALES OF INVESTMENTS
The Fund invests primarily in state and municipal debt securities. The
ability of the issuers of the debt securities held by the Fund to meet their
obligations may be affected by economic developments in a specific industry
or municipality. Purchases and sales (including maturities) of investments
aggregated $50,830,807 and $52,379,000, respectively, for the year ended
December 31, 2003.
8
<Page>
EATON VANCE TAX FREE RESERVES AS OF DECEMBER 31, 2003
INDEPENDENT AUDITORS' REPORT
TO THE TRUSTEES AND SHAREHOLDERS
OF EATON VANCE TAX FREE RESERVES:
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 financial highlights present fairly, in all
material respects, the financial position of Eaton Vance Tax Free Reserves, 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, 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
9
<Page>
EATON VANCE TAX FREE RESERVES
MANAGEMENT AND ORGANIZATION
FUND MANAGEMENT. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) are
responsible for the overall management and supervision of the Trust's affairs.
The Trustees and officers of the Trust are listed below. Except as indicated,
each individual has held the office shown or other offices in the same company
for the last five years. Trustees and officers of the Trust hold indefinite
terms of office. The "noninterested Trustees" consist of those Trustees who are
not "interested persons" of the Trust, as that term is defined under the 1940
Act. The business address of each Trustee and officer is The Eaton Vance
Building, 255 State Street, Boston, Massachusetts 02109. As used below, "EVC"
refers to Eaton Vance Corporation, "EV" refers to Eaton Vance, Inc., "EVM"
refers to Eaton Vance Management, "BMR" refers to Boston Management and Research
and "EVD" refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate
parent and trustee, respectively, of EVM and BMR. EVD is the Fund's principal
underwriter and a wholly-owned subsidiary of EVM.
<Table>
<Caption>
TERM OF NUMBER OF PORTFOLIOS
POSITION(S) OFFICE AND IN FUND COMPLEX
NAME AND WITH THE LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY
DATE OF BIRTH TRUST SERVICE DURING PAST FIVE YEARS TRUSTEE(1) OTHER DIRECTORSHIPS HELD
- -----------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE(S)
Jessica M. Bibliowicz Trustee Since 1998 Chairman, President and Chief 193 Director of National
11/28/59 Executive Officer of National Financial Partners
Financial Partners (financial
services company) (since April
1999). President and Chief
Operating Officer of John A.
Levin & Co. (registered
investment adviser) (July 1997
to April 1999) and a Director
of Baker, Fentress & Company,
which owns John A. Levin & Co.
(July 1997 to April 1999). Ms.
Bibliowicz is an interested
person because of her
affiliation with a brokerage
firm.
James B. Hawkes Trustee Since 1991 Chairman, President and Chief 195 Director of EVC
11/9/41 Executive Officer of BMR, EVC,
EVM and EV; Director of EV;
Vice 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 Trust.
<Caption>
TERM OF NUMBER OF PORTFOLIOS
POSITION(S) OFFICE AND IN FUND COMPLEX
NAME AND WITH THE LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY
DATE OF BIRTH TRUST SERVICE DURING PAST FIVE YEARS TRUSTEE(1) OTHER DIRECTORSHIPS HELD
- -----------------------------------------------------------------------------------------------------------------------------------
NONINTERESTED TRUSTEE(S)
Samuel L. Hayes, III Trustee Since 1986 Jacob H. Schiff Professor of 195 Director of Tiffany &
2/23/35 Investment Banking Emeritus, Co. (specialty
Harvard University Graduate retailer) and Telect,
School of Business Inc.
Administration. (telecommunication
services company)
William H. Park Trustee Since 2003 President and Chief Executive 192 None
9/19/47 Officer, Prizm Capital
Management, LLC (investment
management firm) (since 2002).
Executive Vice President and
Chief Financial Officer,
United Asset Management
Corporation (a holding company
owning institutional
investment management firms)
(1982-2001).
Ronald A. Pearlman Trustee Since 2003 Professor of Law, Georgetown 192 None
7/10/40 University Law Center (since
1999). Tax Partner, Covington
& Burling, Washington, DC
(1991-2000).
</Table>
10
<Page>
<Table>
<Caption>
TERM OF NUMBER OF PORTFOLIOS
POSITION(S) OFFICE AND IN FUND COMPLEX
NAME AND WITH THE LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY
DATE OF BIRTH TRUST SERVICE DURING PAST FIVE YEARS TRUSTEE(1) OTHER DIRECTORSHIPS HELD
- -----------------------------------------------------------------------------------------------------------------------------------
NONINTERESTED TRUSTEE(S) (CONTINUED)
Norton H. Reamer Trustee Since 1986 President, Chief Executive 195 None
9/21/35 Officer and a Director of
Asset Management Finance Corp.
(a specialty 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, University 195 None
9/14/57 of California at Los Angeles
School of Law (since July
2001). Formerly, Professor of
Law, Georgetown University Law
Center.
</Table>
PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES
<Table>
<Caption>
TERM OF
POSITION(S) OFFICE AND
NAME AND WITH THE LENGTH OF PRINCIPAL OCCUPATION(S)
DATE OF BIRTH TRUST SERVICE DURING PAST FIVE YEARS
- ----------------------------------------------------------------------------------------------------------------------
Thomas E. Faust Jr. President Since 2002 Executive Vice President of EVM, BMR, EVC and
5/31/58 EV; Chief Investment Officer of EVM and BMR
and Director of EVC. Chief Executive Officer
of Belair Capital Fund LLC, Belcrest Capital
Fund LLC, Belmar Capital Fund LLC, Belport
Capital Fund LLC and Belrose Capital Fund LLC
(private investment companies sponsored by
EVM). Officer of 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
7/28/59 registered investment companies managed by
EVM or BMR.
Thomas J. Fetter Vice President Since 1997 Vice President of EVM and BMR. Trustee and
8/20/43 President of The Massachusetts Health &
Education Tax-Exempt Trust. Officer of 127
registered investment companies managed by
EVM or BMR.
Michael R. Mach Vice President Since 1999 Vice President of EVM and BMR. Previously,
7/15/47 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 Since 1998 Vice President of EVM and BMR. Officer of 127
1/22/57 registered investment companies managed by
EVM or BMR.
Duncan W. Richardson Vice President Since 2001 Senior Vice President and Chief Equity
10/26/57 Investment Officer of 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
7/20/57 President of EVM and BMR. Officer of 22
registered investment companies managed by
EVM or BMR.
Judith A. Saryan Vice President Since 2003 Vice President of EVM and BMR. Previously,
8/21/54 Portfolio Manager and Equity Analyst for
State Street Global Advisers (1980-1999).
Officer of 25 registered investment companies
managed by EVM or BMR.
</Table>
11
<Page>
<Table>
<Caption>
TERM OF
POSITION(S) OFFICE AND
NAME AND WITH THE LENGTH OF PRINCIPAL OCCUPATION(S)
DATE OF BIRTH TRUST SERVICE DURING PAST FIVE YEARS
- ----------------------------------------------------------------------------------------------------------------------
Susan Schiff Vice President Since 2002 Vice President of EVM and BMR. Officer of 26
3/13/61 registered investment companies managed by
EVM or BMR.
Alan R. Dynner Secretary Since 1997 Vice President, Secretary and Chief Legal
10/10/40 Officer of BMR, EVM, EVD, EV and EVC. Officer
of 195 registered investment companies
managed by EVM or BMR.
James L. O'Connor Treasurer Since 1989 Vice President of BMR, EVM, and EVD. Officer
4/1/45 of 116 registered investment companies
managed by EVM or BMR.
</Table>
(1) Includes both master and feeder funds in a master-feeder structure.
The SAI for the Fund includes additional information about the Trustees and
officers of the Fund and can be obtained without charge by calling
1-800-225-6265.
12
<Page>
INVESTMENT ADVISER
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 TAX FREE RESERVES
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>
277-2/04 TRSRC
<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)
EATON VANCE TAX FREE RESERVES FUND (the "Fund") 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 Fund, the Trust contains a total of 22 series
(collectively, the "Series"). This Form N-CSR/A relates to the Fund's annual
report.
The following table presents the aggregate fees billed to the 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 TAX FREE RESERVES FUND
<Table>
<Caption>
FISCAL YEARS ENDED 12/31/02 12/31/03
- ---------------------------------------------------------
Audit Fees $ 20,375 $ 22,975
Audit-Related Fees(1) 0 0
Tax Fees(2) 4,725 5,185
All Other Fees(3) 0 0
------------------------------
Total $ 25,100 $ 28,160
==============================
</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 4/30/03* 10/31/03 12/31/03
PWC D&T PWC D&T PWC D&T PWC D&T PWC D&T PWC D&T
- ----------------------------------------------------------------------------------------------------------------------------------
AUDIT FEES $ 0 $ 0 $ 27,850 $ 106,284 $ 61,325 $ 48,131 $ 0 $ 0 $ 41,150 $ 135,218 $ 77,175 $ 60,955
AUDIT-
RELATED
FEES(1) 0 0 0 0 0 0 0 0 0 0 0 0
TAX FEES(2) 0 0 18,620 68,900 31,190 15,500 0 0 23,735 72,900 38,605 15,800
ALL OTHER
FEES(3) 0 0 0 0 0 0 0 0 0 0 0 0
---------------------------------------------------------------------------------------------------------------------
TOTAL $ 0 $ 0 $ 46,470 $ 175,184 $ 92,515 $ 63,631 $ 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 4/30/03 10/31/03 12/31/03
PWC D&T PWC D&T PWC D&T PWC D&T PWC D&T PWC D&T
--------------------------------------------------------------------------------------------------------------------
REGISTRANT(1) $ 0 $ 0 $ 18,620 $ 68,900 $ 31,190 $ 15,500 $ 0 $ 0 $ 23,735 $ 72,900 $ 38,605 $ 15,800
EATON VANCE(2) $ 0 $ 645,049 $ 0 $ 389,924 $ 0 $ 336,546 $ 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.
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable
<Page>
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 (EATON VANCE TAX FREE RESERVES
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