<Page>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-10067
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Eaton Vance Variable Trust
--------------------------
(Exact Name of registrant as Specified in Charter)
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
-----------------------------------------------------------------------
(Address of Principal Executive Offices)
Alan R. Dynner
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Name and Address of Agent for Services)
(617) 482-8260
--------------
(registrant's Telephone Number)
December 31
-----------
Date of Fiscal Year End
December 31, 2004
-----------------
Date of Reporting Period
ITEM 1. REPORTS TO STOCKHOLDERS
<Page>
[EV LOGO]
[GRAPHIC IMAGE]
ANNUAL REPORT DECEMBER 31, 2004
EATON VANCE VT FLOATING-RATE INCOME FUND
[GRAPHIC IMAGE]
<Page>
IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS, AND PROXY VOTING
PRIVACY. The Eaton Vance organization is committed to ensuring your financial
privacy. Each of the financial institutions identified below has in effect the
following policy ("Privacy 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. This may include information such as name, address, social
security number, tax status, account balances and transactions.
- 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). In the normal course of servicing a
customer's account, Eaton Vance may share information with unaffiliated third
parties that perform various required services such as transfer agents,
custodians and broker/dealers.
- Policies and procedures (including physical, electronic and procedural
safeguards) are in place that are designed to protect the confidentiality of
such information.
- We reserve the right to change our Privacy Policy at any time upon proper
notification to you. Customers may want to review our Policy periodically for
changes by accessing the link on our homepage: www.eatonvance.com.
Our pledge of privacy applies to the following entities within the Eaton Vance
organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton
Vance Investment Counsel, Boston Management and Research, and Eaton Vance
Distributors, Inc.
In addition, our Privacy Policy only applies to those Eaton Vance customers who
are individuals and who have a direct relationship with us. If a customer's
account (i.e., fund shares) is held in the name of a third-party financial
adviser/broker-dealer, it is likely that only such adviser's privacy policies
apply to the customer. This notice supersedes all previously issued privacy
disclosures.
For more information about Eaton Vance's Privacy Policy, please call
1-800-262-1122.
DELIVERY OF SHAREHOLDER DOCUMENTS. The Securities and Exchange Commission
permits funds to deliver only one copy of shareholder documents, including
prospectuses, proxy statements and shareholder reports, to fund investors with
multiple accounts at the same residential or post office box address. This
practice is often called "householding" and it helps eliminate duplicate
mailings to shareholders.
EATON VANCE, OR YOUR FINANCIAL ADVISER, MAY HOUSEHOLD THE MAILING OF YOUR
DOCUMENTS INDEFINITELY UNLESS YOU INSTRUCT EATON VANCE, OR YOUR FINANCIAL
ADVISER, OTHERWISE.
If you would prefer that your Eaton Vance documents not be householded, please
contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.
Your instructions that householding not apply to delivery of your Eaton Vance
documents will be effective within 30 days of receipt by Eaton Vance or your
financial adviser.
PORTFOLIO HOLDINGS. Each Eaton Vance Fund and its underlying Portfolio (if
applicable) will file a schedule of its portfolio holdings on Form N-Q with the
Securities and Exchange Commission for the first and third quarters of each
fiscal year. The Form N-Q will be available on the Eaton Vance website
www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR
database on the Securities and Exchange Commision's website at www.sec.gov. Form
N-Q may also be reviewed and copied at the SEC's public reference room in
Washington, D.C. (call 1-800-732-0330 for information on the operation of the
public reference room).
PROXY VOTING. 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 (if applicable) 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 and information on how the Funds or
Portfolios voted proxies relating to Portfolio securities during the 12 month
period ended June 30, without charge, upon request, by calling 1-800-262-1122.
This description is also available on the Securities and Exchange Commission's
website at www.sec.gov.
<Page>
EATON VANCE VT FLOATING-RATE INCOME FUND as of December 31, 2004
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
THE FUND
PERFORMANCE FOR THE YEAR ENDED DECEMBER 31, 2004
- - The Fund distributed $0.253 in income dividends during the year ended December
31, 2004. Based on a $10.10 net asset value on December 31, 2004, the Fund had
a distribution rate of 3.04%.(1)
- - The Fund had a total return of 2.82% during the year ended December 31,
2004.(2) That return was the result of an increase in net asset value per
share to $10.10 on December 31, 2004 from $10.07 on December 31, 2003 and the
reinvestment of all dividends.
- - For comparison, the S&P/LSTA Leveraged Loan Index (see next page for
additional information about the Fund's new benchmark), had a return of 5.12%
for the year ended December 31, 2004.(3)
THE PORTFOLIO'S INVESTMENTS
- - The Fund's investment objective is to provide a high level of current income.
To do so, the Fund normally invests primarily in income-producing senior,
floating-rate loans and other floating-rate debt securities.
- - The Fund's investments included 238 borrowers at December 31, 2004, ranging
across 35 different industries. The Fund's average loan size was just 0.24% of
net assets, and no industry constituted more than 8% of the Portfolio.
Publishing, health care, containers and glass, telecommunications and cable
and satellite television were the Fund's largest industry weightings.*
- - The Federal Reserve raised its Federal Funds rate - a short-term interest rate
benchmark - five times from June 30 through 2004 year-end. With their
relatively short interest rate reset provisions, floating-rate loans have
historically generated higher income in response to rising short-term rates.
At December 31, 2004, the Fund had an average days-to-reset of 53 days.
- - Due to improving fundamentals and strong technical factors in the loan market,
loan credit spreads for new issues narrowed and prices averaged above-par in
the secondary market. These trends have increased the importance of diligent
credit risk-management.
THE VIEWS EXPRESSED IN THIS REPORT ARE THOSE OF THE PORTFOLIO MANAGERS AND ARE
CURRENT ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THESE VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED UPON MARKET OR OTHER
CONDITIONS, AND EATON VANCE DISCLAIMS ANY RESPONSIBILITY TO UPDATE SUCH VIEWS.
THESE VIEWS MAY NOT BE RELIED ON AS INVESTMENT ADVICE AND, BECAUSE INVESTMENT
DECISIONS FOR AN EATON VANCE FUND ARE BASED ON MANY FACTORS, MAY NOT BE RELIED
ON AS AN INDICATION OF TRADING INTENT ON BEHALF OF ANY EATON VANCE FUND.
* Holdings and industry weightings are subject to change due to active
management.
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. YIELD WILL
VARY.
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. RETURNS ARE HISTORICAL AND
ARE CALCULATED BY DETERMINING THE PERCENTAGE CHANGE IN NET ASSET VALUE OR
OFFERING PRICE (AS APPLICABLE) WITH ALL DISTRIBUTIONS REINVESTED. INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT SHARES, WHEN REDEEMED, MAY BE
WORTH MORE OR LESS THAN THEIR ORIGINAL COST. PERFORMANCE IS FOR THE STATED TIME
PERIOD ONLY; DUE TO MARKET VOLATILITY, THE FUND'S CURRENT PERFORMANCE MAY BE
LOWER OR HIGHER THAN THE QUOTED RETURN. FOR PERFORMANCE AS OF THE MOST RECENT
MONTH-END, PLEASE REFER TO www.eatonvance.com.
(1)THE FUND'S DISTRIBUTION RATE REPRESENTS ACTUAL DISTRIBUTIONS PAID TO
SHAREHOLDERS AND IS CALCULATED DAILY BY DIVIDING THE LAST DISTRIBUTION PER SHARE
(ANNUALIZED) BY THE NET ASSET VALUE.
(2) THERE IS NO SALES CHARGE. INSURANCE-RELATED CHARGES ARE NOT INCLUDED IN
CALCULATIONS OF RETURNS. PLEASE REFER TO THE REPORT FOR YOUR INSURANCE CONTRACT
FOR PERFORMANCE DATA REFLECTING INSURANCE RELATED CHARGES.
(3) IT IS NOT POSSIBLE TO INVEST DIRECTLY IN AN INDEX. THE INDEX'S TOTAL RETURN
DOES NOT REFLECT THE COMMISSIONS OR EXPENSES THAT WOULD HAVE BEEN INCURRED IF AN
INVESTOR INDIVIDUALLY PURCHASED OR SOLD THE SECURITIES REPRESENTED IN THE INDEX.
2
<Page>
EATON VANCE VT FLOATING-RATE INCOME FUND as of December 31, 2004
PERFORMANCE
The line graph and table set forth below provide information about the Fund's
performance. The line graph compares the performance of the Fund with that of
the S&P/LSTA Leveraged Loan Index, an unmanaged loan market index. With this
report, we are establishing the S&P/LSTA Index as the Fund's primary benchmark
in the belief that it more accurately reflects the Fund's investment universe
than does the Fund's previous benchmark, the CSFB Leveraged Loan Index. In
accordance with Securities and Exchange Commission regulations, we are including
both Indexes for this report only. The lines on the graph represent the total
returns of a hypothetical investment of $10,000 in the Fund and in the S&P/LSTA
Leveraged Loan Index and the CSFB Leveraged Loan Index. The table includes the
total returns of the Fund at net asset value. There is no sales charge.
Insurance-related sales charges are not included in calculations of returns.
Please refer to the report for your insurance contract for performance data
reflecting insurance-related charges.
PERFORMANCE(1)
<Table>
Average Annual Total Return (at net asset value)
One Year 2.82%
Life of Fund (5/2/01) 2.00
</Table>
(1) THE FUND HAS NO SALES CHARGE.
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. RETURNS ARE HISTORICAL AND
ARE CALCULATED BY DETERMINING THE PERCENTAGE CHANGE IN NET ASSET VALUE OR
OFFERING PRICE (AS APPLICABLE) WITH ALL DISTRIBUTIONS REINVESTED. INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT SHARES, WHEN REDEEMED, MAY BE
WORTH MORE OR LESS THAN THEIR ORIGINAL COST. PERFORMANCE IS FOR THE STATED TIME
PERIOD ONLY; DUE TO MARKET VOLATILITY, THE FUND'S CURRENT PERFORMANCE MAY BE
LOWER OR HIGHER THAN THE QUOTED RETURN. FOR PERFORMANCE AS OF THE MOST RECENT
MONTH-END, PLEASE REFER TO www.eatonvance.com.
[CHART]
SECTOR ALLOCATIONS(2)
<Table>
Other Assets 0.8%
Short-Term Investments 5.1%
Senior Floating-Rate Interests 94.1%
</Table>
(2) As a percentage of net assets as of December 31, 2004. Holdings subject to
change due to active management.
[CHART]
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN EATON VANCE VT
FLOATING-RATE INCOME FUND VS. THE S&P/LSTA LEVERAGED LOAN INDEX AND THE CSFB
LEVERAGED LOAN INDEX*
May 31, 2001 - December 31, 2004
VARIABLE TRUST FLOATING-RATE INCOME FUND
Inception: 5/2/01
<Table>
<Caption>
EATON VANCE VT CSFB S&P/LSTA
FLOATING-RATE LEVERAGED LOAN LEVERAGED LOAN
DATE INCOME FUND INDEX INDEX
5/31/2001 10,000 10,000 10,000
6/30/2001 10,024 10,012 10,002
7/31/2001 10,045 10,038 10,087
8/31/2001 10,065 10,118 10,156
9/30/2001 10,078 9,925 10,001
10/31/2001 10,090 9,770 9,889
11/30/2001 10,097 9,923 10,010
12/31/2001 10,101 10,026 10,092
1/31/2002 10,104 10,081 10,143
2/28/2002 10,107 10,043 10,120
3/31/2002 10,100 10,159 10,236
4/30/2002 10,102 10,268 10,363
5/31/2002 10,106 10,261 10,365
6/30/2002 10,110 10,107 10,265
7/31/2002 10,113 9,953 10,167
8/31/2002 10,116 9,924 10,137
9/30/2002 10,119 9,946 10,147
10/31/2002 10,122 9,812 10,021
11/30/2002 10,123 9,981 10,166
12/31/2002 10,133 10,138 10,310
1/31/2003 10,144 10,275 10,414
2/28/2003 10,157 10,329 10,460
3/31/2003 10,166 10,362 10,491
4/30/2003 10,189 10,508 10,640
5/31/2003 10,224 10,649 10,738
6/30/2003 10,267 10,800 10,864
7/31/2003 10,300 10,873 10,944
8/31/2003 10,329 10,897 10,963
9/30/2003 10,357 11,006 11,089
10/31/2003 10,386 11,105 11,172
11/30/2003 10,403 11,186 11,240
12/31/2003 10,430 11,255 11,318
1/31/2004 10,458 11,372 11,410
2/29/2004 10,488 11,407 11,444
3/31/2004 10,507 11,454 11,493
4/30/2004 10,526 11,507 11,544
5/31/2004 10,526 11,533 11,553
6/30/2004 10,576 11,606 11,635
7/31/2004 10,598 11,647 11,666
8/31/2004 10,608 11,665 11,690
9/30/2004 10,632 11,709 11,738
10/31/2004 10,669 11,767 11,791
11/30/2004 10,708 11,831 11,854
12/31/2004 10,725 11,885 11,898
</Table>
* SOURCES: THOMSON FINANCIAL; BLOOMBERG, L.P.; CREDIT SUISSE FIRST BOSTON LLC.
IT IS NOT POSSIBLE TO INVEST DIRECTLY IN AN INDEX. THE INDEXES' TOTAL RETURNS
DO NOT REFLECT THE COMMISSIONS OR EXPENSES THAT WOULD HAVE BEEN INCURRED IF
AN INVESTOR INDIVIDUALLY PURCHASED OR SOLD THE SECURITIES REPRESENTED IN THE
INDEXES.
3
<Page>
EATON VANCE VT FLOATING-RATE INCOME FUND as of December 31, 2004
FUND EXPENSES
EXAMPLE: As a shareholder of the Fund, you incur ongoing costs, including
transaction costs; management fees; distribution or service fees; and other Fund
expenses. This Example is intended to help you understand your ongoing costs (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The Example is based on an investment
of $1,000 invested at the beginning of the period and held for the entire period
(July 1, 2004 - December 31, 2004).
ACTUAL EXPENSES: The first section of the table below provides information about
actual account values and actual expenses. You may use the information in this
line, together with the amount you invested, to estimate the expenses that you
paid over the period. Simply divide your account value by $1,000 (for example,
an $8,600 account value divided by $1,000 = 8.6), then multiply the result by
the number in the first line under the heading entitled "Expenses Paid During
Period" to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES: The second section of the table
below provides information about hypothetical account values and hypothetical
expenses based on the actual Fund expense ratio and an assumed rate of return of
5% per year (before expenses), which is not the actual return of the Fund. The
hypothetical account values and expenses may not be used to estimate the actual
ending account balance or expenses you paid for the period. You may use this
information to compare the ongoing costs of investing in your Fund and other
funds. To do so, compare this 5% hypothetical example with the 5% hypothetical
examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as
insurance-related charges, sales charges (loads) or redemption fees (if
applicable). Therefore, the second section of the table is useful in comparing
ongoing costs only, and will not help you determine the relative total costs of
owning different funds. In addition, if these transactional costs were included,
your costs would have been higher.
EATON VANCE VT FLOATING-RATE INCOME FUND
<Table>
<Caption>
BEGINNING ACCOUNT VALUE ENDING ACCOUNT VALUE EXPENSES PAID DURING PERIOD*
(7/1/04) (12/31/04) (7/1/04 - 12/31/04)
-----------------------------------------------------------------------------------------------------
Actual $ 1,000.00 $ 1,014.02 $ 6.33
Hypothetical
(5% return per year
before expenses) $ 1,000.00 $ 1,018.90 $ 6.34
</Table>
* Expenses are equal to the Fund's annualized expense ratio of 1.25%
multiplied by the average account value over the period, multiplied by
184/366 (to reflect the one-half year period). The example assumes
that the $1,000 was invested at the net asset value per share
determined at the close of business on June 30, 2004. Returns do not
include insurance-related charges.
4
<Page>
EATON VANCE VT FLOATING-RATE INCOME FUND as of December 31, 2004
PORTFOLIO OF INVESTMENTS
SENIOR, FLOATING RATE INTERESTS -- 93.5%(1)
<Table>
<Caption>
PRINCIPAL
AMOUNT BORROWER/TRANCHE DESCRIPTION VALUE
- ---------------------------------------------------------------------------------------
AEROSPACE AND DEFENSE -- 1.9%
ALLIANT TECHSYSTEMS, INC.
$ 330,268 Term Loan, 4.90%, Maturing March 31, 2011 $ 334,809
CERADYNE, INC.
299,250 Term Loan, 4.00%, Maturing August 18, 2011 303,365
DRS Technologies, Inc.
313,686 Term Loan, 4.08%, Maturing November 4, 2010 316,921
TRANSDIGM, INC.
496,250 Term Loan, 6.03%, Maturing July 22, 2010 503,539
- ---------------------------------------------------------------------------------------
$ 1,458,634
- ---------------------------------------------------------------------------------------
AUTOMOTIVE -- 4.2%
COLLINS & AIKMAN PRODUCTS, CO.
$ 188,781 Revolving Loan, 6.34%, Maturing August 31, 2009 $ 189,410
DAYCO PRODUCTS, LLC
149,250 Term Loan, 4.16%, Maturing June 23, 2011 151,675
DURA OPERATING CORP.
342,965 Term Loan, 4.92%, Maturing December 31, 2008 346,394
EXIDE TECHNOLOGIES
170,000 Term Loan, 5.91%, Maturing May 5, 2010 167,025
170,000 Term Loan, 5.91%, Maturing May 5, 2010 167,025
FEDERAL-MOGUL CORP.
350,000 Term Loan, 6.15%, Maturing February 24, 2005 352,187
THE GOODYEAR TIRE & Rubber Co.
150,000 Term Loan, 4.48%, Maturing March 31, 2006 152,344
300,000 Term Loan, 6.14%, Maturing March 31, 2006 305,125
TI AUTOMOTIVE, LTD.
70,000 Term Loan, 6.03%, Maturing June 30, 2011 69,453
TRIMAS CORP.
301,500 Term Loan, 5.63%, Maturing December 31, 2009 305,410
TRW AUTOMOTIVE, INC.
120,019 Term Loan, 3.88%, Maturing February 28, 2009 120,319
150,000 Term Loan, 5.66%, Maturing October 31, 2010 150,797
281,196 Term Loan, 3.88%, Maturing February 27, 2011 283,867
UNITED COMPONENTS, INC.
370,117 Term Loan, 4.67%, Maturing June 30, 2010 375,206
- ---------------------------------------------------------------------------------------
$ 3,136,237
- ---------------------------------------------------------------------------------------
BEVERAGE AND TOBACCO -- 1.5%
CONSTELLATION BRANDS, INC.
$ 400,000 Term Loan, 4.95%, Maturing December 22, 2011 $ 405,900
CULLIGAN INTERNATIONAL CO.
$ 350,000 Term Loan, 4.85%, Maturing September 30, 2011 $ 356,052
SOUTHERN WINE & SPIRITS OF AMERICA, INC.
342,121 Term Loan, 4.69%, Maturing June 28, 2008 346,665
- ---------------------------------------------------------------------------------------
$ 1,108,617
- ---------------------------------------------------------------------------------------
BUILDING AND DEVELOPMENT -- 4.2%
BRE/HOMESTEAD, LLC
$ 250,000 Term Loan, 5.87%, Maturing January 11, 2006 $ 249,531
GENERAL GROWTH PROPERTIES, INC.
705,000 Term Loan, 4.53%, Maturing November 12, 2008 707,824
LANDSOURCE COMMUNITIES DEVELOPMENT, LLC
251,000 Term Loan, 4.94%, Maturing March 31, 2010 255,000
MUELLER GROUP, INC.
188,991 Term Loan, 5.08%, Maturing April 25, 2011 191,235
NEWKIRK MASTER, L.P.
349,170 Term Loan, 4.67%, Maturing November 24, 2006 354,407
NEWKIRK TENDER HOLDINGS, LLC
85,000 Term Loan, 7.06%, Maturing May 25, 2006 85,850
NORTEK, INC.
329,175 Term Loan, 4.75%, Maturing August 27, 2011 335,073
PANOLAM INDUSTRIES HOLDINGS
80,574 Term Loan, 5.16%, Maturing December 3, 2010 81,682
PLY GEM INDUSTRIES, INC.
168,725 Term Loan, 5.28%, Maturing February 12, 2011 170,729
24,775 Term Loan, 5.28%, Maturing February 12, 2011 25,069
ST. MARY'S CEMENT, INC.
346,500 Term Loan, 4.56%, Maturing December 4, 2010 350,615
WHITEHALL STREET REAL ESTATE, L.P.
248,252 Term Loan, 5.24%, Maturing September 11, 2006(2) 252,670
WILMORITE HOLDINGS, L.P.
117,500 Term Loan, 4.68%, Maturing March 27, 2006 118,087
- ---------------------------------------------------------------------------------------
$ 3,177,772
- ---------------------------------------------------------------------------------------
BUSINESS EQUIPMENT AND SERVICES -- 1.9%
BUHRMANN US, INC.
$ 298,500 Term Loan, 4.94%, Maturing December 31, 2010 $ 302,884
IRON MOUNTAIN, INC.
200,000 Term Loan, 4.19%, Maturing April 2, 2011 201,708
542,504 Term Loan, 4.19%, Maturing April 2, 2011 546,573
MITCHELL INTERNATIONAL, INC.
336,188 Term Loan, 5.55%, Maturing August 13, 2011 341,126
- ---------------------------------------------------------------------------------------
$ 1,392,291
- ---------------------------------------------------------------------------------------
</Table>
See notes to financial statements
5
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT BORROWER/TRANCHE DESCRIPTION VALUE
- ---------------------------------------------------------------------------------------
CABLE AND SATELLITE TELEVISION -- 4.8%
ATLANTIC BROADBAND FINANCE, LLC
$ 350,000 Term Loan, 4.81%, Maturing February 10, 2011 $ 357,292
BRESNAN COMMUNICATIONS, LLC
300,000 Term Loan, 5.86%, Maturing September 30, 2009 303,750
CANADIAN CABLE ACQUISITION CO., INC.
348,250 Term Loan, 5.56%, Maturing July 30, 2011 352,277
CHARTER COMMUNICATIONS OPERATING, LLC
746,250 Term Loan, 4.00%, Maturing April 27, 2011 747,804
INSIGHT MIDWEST HOLDINGS, LLC
346,500 Term Loan, 5.19%, Maturing December 31, 2009 352,293
MCC IOWA, LLC
343,000 Term Loan, 3.93%, Maturing March 31, 2010 341,553
MEDIACOM ILLINOIS, LLC
200,000 Term Loan, 3.90%, Maturing March 31, 2013 200,982
NTL, INC.
300,000 Term Loan, 5.20%, Maturing April 13, 2012 303,000
PANAMSAT CORP.
344,968 Term Loan, 5.16%, Maturing August 20, 2011 347,357
UGS CORP.
298,500 Term Loan, 4.67%, Maturing May 27, 2011 303,537
- ---------------------------------------------------------------------------------------
$ 3,609,845
- ---------------------------------------------------------------------------------------
CHEMICALS AND PLASTICS -- 4.6%
BRENNTAG AG
$ 250,000 Term Loan, 4.73%, Maturing February 27, 2012 $ 252,167
HERCULES, INC.
397,756 Term Loan, 3.99%, Maturing October 8, 2010 400,987
HUNTSMAN INTERNATIONAL, LLC
334,943 Term Loan, 4.94%, Maturing December 31, 2010 339,214
INVISTA B.V.
233,491 Term Loan, 5.31%, Maturing April 29, 2011 237,869
105,345 Term Loan, 5.31%, Maturing April 29, 2011 107,123
KRATON POLYMERS, LLC
257,972 Term Loan, 5.31%, Maturing December 5, 2008 261,627
NALCO CO.
675,338 Term Loan, 4.46%, Maturing November 4, 2010 685,785
RESOLUTION SPECIALTY MATERIALS
50,000 Term Loan, 4.46%, Maturing August 2, 2010 50,828
ROCKWOOD SPECIALTIES GROUP, INC.
410,000 Term Loan, 4.38%, Maturing July 30, 2012 413,171
SOLO CUP CO.
251,882 Term Loan, 4.88%, Maturing February 27, 2011 256,841
UNITED INDUSTRIES CORP.
421,992 Term Loan, 4.63%, Maturing April 29, 2011 429,113
- ---------------------------------------------------------------------------------------
$ 3,434,725
- ---------------------------------------------------------------------------------------
CLOTHING / TEXTILES -- 0.2%
SI CORP.
$ 130,000 Term Loan, 6.44%, Maturing December 2, 2009 $ 132,194
- ---------------------------------------------------------------------------------------
$ 132,194
- ---------------------------------------------------------------------------------------
CONGLOMERATES -- 2.0%
AMSTED INDUSTRIES, INC.
$ 368,634 Term Loan, 4.97%, Maturing October 15, 2010 $ 374,509
JOHNSON DIVERSEY, INC.
281,270 Term Loan, 4.48%, Maturing November 30, 2009 286,060
POLYMER GROUP, INC.
304,958 Term Loan, 5.28%, Maturing April 27, 2010 308,516
PP ACQUISITION CORP.
373,125 Term Loan, 4.67%, Maturing November 12, 2011 378,722
ROPER INDUSTRIES, INC.
143,207 Term Loan, 3.72%, Maturing December 13, 2009 144,147
- ---------------------------------------------------------------------------------------
$ 1,491,954
- ---------------------------------------------------------------------------------------
CONTAINERS AND GLASS PRODUCTS -- 5.2%
BALL CORP.
$ 345,592 Term Loan, 4.31%, Maturing December 31, 2009 $ 349,804
BERRY PLASTICS CORP.
299,802 Term Loan, 4.22%, Maturing July 22, 2010 303,924
BWAY CORP.
179,656 Term Loan, 4.51%, Maturing June 30, 2011 182,725
CELANESE AG
99,750 Term Loan, 4.81%, Maturing April 6, 2009 100,872
DR. PEPPER/SEVEN UP BOTTLING GROUP, INC.
313,813 Term Loan, 4.31%, Maturing December 19, 2010 319,011
GRAHAM PACKAGING HOLDINGS CO.
515,000 Term Loan, 4.91%, Maturing October 7, 2011 522,633
GRAPHIC PACKAGING INTERNATIONAL, INC.
503,745 Term Loan, 4.51%, Maturing August 8, 2009 513,127
GREIF BROS. CORP.
75,356 Term Loan, 3.88%, Maturing August 31, 2008 76,250
IPG (US), INC.
349,125 Term Loan, 4.79%, Maturing July 28, 2011 354,362
KRANSON INDUSTRIES, INC.
49,750 Term Loan, 5.31%, Maturing July 30, 2011 50,247
OWENS-ILLINOIS, INC.
94,490 Term Loan, 5.17%, Maturing April 1, 2008 96,420
PRINTPACK HOLDINGS, INC.
257,878 Term Loan, 4.86%, Maturing April 30, 2009 260,618
SILGAN HOLDINGS, INC.
288,220 Term Loan, 4.33%, Maturing December 31, 2008 291,688
</Table>
See notes to financial statements
6
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT BORROWER/TRANCHE DESCRIPTION VALUE
- ---------------------------------------------------------------------------------------
CONTAINERS AND GLASS PRODUCTS (CONTINUED)
SMURFIT-STONE CONTAINER CORP.
$ 42,866 Term Loan, 4.40%, Maturing November 1, 2011 $ 43,571
342,578 Term Loan, 4.40%, Maturing November 1, 2011 348,016
108,890 Term Loan, 4.40%, Maturing November 1, 2011 110,642
- ---------------------------------------------------------------------------------------
$ 3,923,910
- ---------------------------------------------------------------------------------------
COSMETICS / TOILETRIES -- 1.0%
CHURCH & DWIGHT CO., INC.
$ 454,929 Revolving Loan, 4.17%, Maturing May 30, 2011 $ 460,758
PRESTIGE BRANDS, INC.
297,750 Term Loan, 4.86%, Maturing April 7, 2011 301,782
- ---------------------------------------------------------------------------------------
$ 762,540
- ---------------------------------------------------------------------------------------
ECOLOGICAL SERVICES AND EQUIPMENT -- 1.4%
ALDERWOODS GROUP, INC.
$ 132,480 Term Loan, 4.62%, Maturing August 29, 2009 $ 133,887
ALLIED WASTE INDUSTRIES, INC.
49,500 Term Loan, 5.13%, Maturing January 15, 2009 50,165
290,732 Term Loan, 5.13%, Maturing January 15, 2010 295,381
CASELLA WASTE SYSTEMS, INC.
346,500 Term Loan, 4.93%, Maturing May 11, 2007 350,940
IONICS, INC.
237,449 Term Loan, 5.31%, Maturing February 13, 2011 238,710
- ---------------------------------------------------------------------------------------
$ 1,069,083
- ---------------------------------------------------------------------------------------
ELECTRONICS / ELECTRICAL -- 1.8%
AMPHENOL CORP.
$ 250,000 Term Loan, 3.78%, Maturing May 6, 2010 $ 252,266
FAIRCHILD SEMICONDUCTOR CORP.
347,355 Term Loan, 3.70%, Maturing December 31, 2010 352,023
INVENSYS INTERNATIONAL HOLDINGS, LTD.
346,003 Term Loan, 5.19%, Maturing September 5, 2009 351,625
RAYOVAC CORP.
276,304 Term Loan, 4.77%, Maturing September 30, 2009 280,794
SECURITY CO., INC.
99,500 Term Loan, 6.44%, Maturing June 28, 2010 100,619
- ---------------------------------------------------------------------------------------
$ 1,337,327
- ---------------------------------------------------------------------------------------
EQUIPMENT LEASING -- 0.7%
ASHTEAD GROUP PLC
$ 200,000 Term Loan, 4.81%, Maturing November 12, 2009 $ 203,125
UNITED RENTALS, INC.
$ 58,333 Term Loan, 4.63%, Maturing February 14, 2011 $ 58,892
289,479 Term Loan, 4.63%, Maturing February 14, 2011 293,640
- ---------------------------------------------------------------------------------------
$ 555,657
- ---------------------------------------------------------------------------------------
FARMING / AGRICULTURE -- 0.1%
THE SCOTTS CO.
$ 99,500 Term Loan, 4.06%, Maturing September 30, 2010 $ 100,425
- ---------------------------------------------------------------------------------------
$ 100,425
- ---------------------------------------------------------------------------------------
FINANCIAL INTERMEDIARIES -- 1.1%
AIMCO PROPERTIES, L.P.
$ 350,000 Term Loan, 4.18%, Maturing November 2, 2009 $ 356,781
REFCO GROUP, LTD., LLC
433,913 Term Loan, 4.92%, Maturing August 5, 2011 439,228
- ---------------------------------------------------------------------------------------
$ 796,009
- ---------------------------------------------------------------------------------------
FOOD PRODUCTS -- 3.6%
ACOSTA SALES CO., INC.
$ 99,750 Term Loan, 4.61%, Maturing August 13, 2010 $ 101,059
AMERICAN SEAFOOD HOLDINGS, INC.
215,386 Term Loan, 5.81%, Maturing March 31, 2009 218,550
DEL MONTE CORP.
222,590 Term Loan, 4.38%, Maturing December 20, 2010 226,381
DOANE PET CARE CO.
299,250 Term Loan, 6.43%, Maturing November 5, 2009 304,300
DOLE FOOD COMPANY, INC.
188,246 Term Loan, 4.60%, Maturing September 28, 2008 191,658
MERISANT CO.
401,145 Term Loan, 4.88%, Maturing January 31, 2010 403,151
MICHAEL FOODS, INC.
321,753 Term Loan, 5.06%, Maturing November 20, 2010 327,082
NASH-FINCH CO.
200,000 Term Loan, 4.69%, Maturing November 12, 2010 202,625
PINNACLE FOODS HOLDINGS CORP.
270,889 Term Loan, 5.42%, Maturing November 25, 2010 270,945
76,486 Term Loan, 5.42%, Maturing November 25, 2010 76,502
REDDY ICE GROUP, INC.
386,792 Term Loan, 4.92%, Maturing July 31, 2009 391,385
- ---------------------------------------------------------------------------------------
$ 2,713,638
- ---------------------------------------------------------------------------------------
</Table>
See notes to financial statements
7
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT BORROWER/TRANCHE DESCRIPTION VALUE
- ---------------------------------------------------------------------------------------
FOOD SERVICE -- 1.9%
AFC ENTERPRISES, INC.
$ 263,533 Term Loan, 5.79%, Maturing May 23, 2009 $ 266,552
DOMINO'S, INC.
285,745 Term Loan, 4.31%, Maturing June 25, 2010 289,615
GATE GOURMET BORROWER, LLC
198,000 Term Loan, 10.50%, Maturing December 31, 2008 187,110
JACK IN THE BOX, INC.
347,375 Term Loan, 4.48%, Maturing January 8, 2011 352,694
WEIGHT WATCHERS INTERNATIONAL, INC.
346,500 Term Loan, 4.58%, Maturing March 31, 2010 349,243
- ---------------------------------------------------------------------------------------
$ 1,445,214
- ---------------------------------------------------------------------------------------
FOOD / DRUG RETAILERS -- 2.6%
GENERAL NUTRITION CENTERS, INC.
$ 247,500 Term Loan, 4.53%, Maturing December 5, 2009 $ 249,047
GIANT EAGLE, INC.
332,294 Term Loan, 3.86%, Maturing August 6, 2009 336,517
RITE AID CORP.
124,688 Term Loan, 4.14%, Maturing September 22, 2009 125,623
ROUNDY'S, INC.
441,090 Term Loan, 3.72%, Maturing June 6, 2009 446,604
THE JEAN COUTU GROUP (PJC), INC.
498,750 Term Loan, 6.14%, Maturing July 30, 2011 506,855
THE PANTRY, INC.
282,560 Term Loan, 4.44%, Maturing March 12, 2011 287,152
- ---------------------------------------------------------------------------------------
$ 1,951,798
- ---------------------------------------------------------------------------------------
FOREST PRODUCTS -- 2.1%
BOISE CASCADE HOLDINGS, LLC
$ 338,356 Term Loan, 4.22%, Maturing September 29, 2010 $ 342,891
311,644 Term Loan, 4.69%, Maturing October 28, 2010 312,726
BUCKEYE TECHNOLOGIES, INC.
258,942 Term Loan, 4.79%, Maturing March 15, 2008 262,988
KOCH CELLULOSE, LLC
69,260 Term Loan, 4.80%, Maturing May 7, 2011 69,996
276,294 Term Loan, 4.80%, Maturing May 7, 2011 279,229
RLC INDUSTRIES CO.
313,008 Term Loan, 3.92%, Maturing February 24, 2010 314,769
- ---------------------------------------------------------------------------------------
$ 1,582,599
- ---------------------------------------------------------------------------------------
HEALTHCARE -- 6.9%
ACCREDO HEALTH, INC.
$ 283,949 Term Loan, 4.23%, Maturing April 30, 2011 $ 286,256
ADVANCED MEDICAL OPTICS, INC.
242,491 Term Loan, 4.17%, Maturing June 25, 2009 245,219
COLGATE MEDICAL, LTD.
$ 257,057 Term Loan, 4.55%, Maturing December 30, 2008 $ 260,110
COMMUNITY HEALTH SYSTEMS, INC.
443,120 Term Loan, 4.15%, Maturing August 19, 2011 447,240
CONCENTRA OPERATING CORP.
398,000 Term Loan, 4.78%, Maturing June 30, 2009 402,312
CONMED CORP.
209,039 Term Loan, 5.05%, Maturing December 31, 2007 211,521
CROSS COUNTRY HEALTHCARE, INC.
91,399 Term Loan, 4.40%, Maturing June 5, 2009 92,085
DAVITA, INC.
344,343 Term Loan, 4.16%, Maturing March 31, 2009 345,604
99,750 Term Loan, 4.19%, Maturing July 20, 2010 100,284
ENCORE MEDICAL IHC, INC.
250,000 Term Loan, 5.35%, Maturing October 4, 2010 254,219
EXPRESS SCRIPTS, INC.
248,125 Term Loan, 3.70%, Maturing February 13, 2010 250,503
FISHER SCIENTIFIC INTERNATIONAL, INC.
298,500 Term Loan, 3.92%, Maturing August 2, 2011 301,158
KINETIC CONCEPTS, INC.
284,518 Term Loan, 4.22%, Maturing October 3, 2009 286,889
KNOWLEDGE LEARNING CORP.
329,834 Term Loan, 7.00%, Maturing December 31, 2010 331,483
MAGELLAN HEALTH SERVICES, INC.
97,222 Term Loan, 4.43%, Maturing August 15, 2008 98,620
165,278 Term Loan, 4.43%, Maturing August 15, 2008 167,654
SYBRON DENTAL MANAGEMENT
150,032 Term Loan, 4.26%, Maturing June 6, 2009 151,040
TEAM HEALTH, INC.
198,997 Term Loan, 5.81%, Maturing March 23, 2011 199,868
TRIAD HOSPITALS HOLDINGS, INC.
461,038 Term Loan, 4.32%, Maturing March 31, 2008 468,011
VWR INTERNATIONAL, INC.
241,533 Term Loan, 4.90%, Maturing April 7, 2011 245,941
- ---------------------------------------------------------------------------------------
$ 5,146,017
- ---------------------------------------------------------------------------------------
HOME FURNISHINGS -- 1.1%
KNOLL, INC.
$ 230,588 Term Loan, 5.34%, Maturing September 30, 2011 $ 233,255
SEALY MATTRESS CO.
251,786 Term Loan, 4.54%, Maturing April 6, 2012 255,562
SIMMONS CO.
342,741 Term Loan, 4.06%, Maturing December 19, 2011 347,453
- ---------------------------------------------------------------------------------------
$ 836,270
- ---------------------------------------------------------------------------------------
</Table>
See notes to financial statements
8
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT BORROWER/TRANCHE DESCRIPTION VALUE
- ---------------------------------------------------------------------------------------
INDUSTRIAL EQUIPMENT -- 0.6%
SPX CORP.
$ 456,916 Term Loan, 4.44%, Maturing September 30, 2009 $ 459,943
- ---------------------------------------------------------------------------------------
$ 459,943
- ---------------------------------------------------------------------------------------
INSURANCE -- 1.1%
CONSECO, INC.
$ 480,000 Term Loan, 5.92%, Maturing June 22, 2010 $ 489,300
HILB, ROGAL & Hamilton Co.
342,125 Term Loan, 4.81%, Maturing December 15, 2011 346,829
- ---------------------------------------------------------------------------------------
$ 836,129
- ---------------------------------------------------------------------------------------
LEISURE GOODS / ACTIVITIES / MOVIES -- 4.2%
AMF BOWLING WORLDWIDE, INC.
$ 227,369 Term Loan, 4.44%, Maturing August 27, 2009 $ 229,785
BOMBARDIER RECREATIONAL PRODUCTS, INC.
173,250 Term Loan, 4.69%, Maturing December 18, 2010 176,065
74,250 Term Loan, 4.69%, Maturing December 18, 2010 75,457
CINEMARK, INC.
397,000 Term Loan, 4.62%, Maturing March 31, 2011 402,624
LOEWS CINEPLEX ENTERTAINMENT CO.
453,863 Term Loan, 4.56%, Maturing July 30, 2011 460,422
METRO-GOLDWYN-MAYER STUDIOS, INC.
423,938 Term Loan, 4.79%, Maturing April 30, 2011 425,739
REGAL CINEMAS CORP.
384,940 Term Loan, 4.56%, Maturing November 10, 2010 389,126
SIX FLAGS THEME PARKS, INC.
464,570 Term Loan, 4.84%, Maturing June 30, 2009 471,757
UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.
150,000 Term Loan, 4.41%, Maturing June 9, 2011 152,438
WMG ACQUISITION CORP.
322,563 Term Loan, 5.21%, Maturing February 28, 2011 327,266
- ---------------------------------------------------------------------------------------
$ 3,110,679
- ---------------------------------------------------------------------------------------
LODGING AND CASINOS -- 3.2%
ALLIANCE GAMING CORP.
$ 317,507 Term Loan, 4.90%, Maturing September 5, 2009 $ 319,557
AMERISTAR CASINOS, INC.
275,849 Term Loan, 4.23%, Maturing December 31, 2006 280,216
ARGOSY GAMING CO.
199,500 Term Loan, 4.31%, Maturing June 30, 2011 200,934
BOYD GAMING CORP.
373,125 Term Loan, 4.23%, Maturing June 30, 2011 378,582
CNL HOSPITALITY PARTNERS, L.P.
80,574 Term Loan, 4.83%, Maturing October 13, 2006 81,883
GLOBALCASH ACCESS, LLC
$ 187,115 Term Loan, 5.17%, Maturing March 10, 2010 $ 190,039
MARINA DISTRICT FINANCE CO., INC.
250,000 Term Loan, 4.62%, Maturing October 14, 2011 252,240
MOHEGAN TRIBAL GAMING AUTHORITY
291,666 Term Loan, 5.55%, Maturing March 31, 2008 292,395
PINNACLE ENTERTAINMENT, INC.
100,000 Term Loan, 5.42%, Maturing August 27, 2010 101,500
VENETIAN CASINO RESORT, LLC
285,215 Term Loan, 5.84%, Maturing June 15, 2011 290,504
WYNN LAS VEGAS, LLC
6,641 Term Loan, 4.58%, Maturing December 14, 2011 6,730
- ---------------------------------------------------------------------------------------
$ 2,394,580
- ---------------------------------------------------------------------------------------
NONFERROUS METALS / MINERALS -- 1.3%
COMPASS MINERALS GROUP, INC.
$ 120,735 Term Loan, 4.78%, Maturing November 28, 2009 $ 122,547
CONSOL ENERGY, INC.
300,000 Term Loan, 4.78%, Maturing June 30, 2010 305,063
FOUNDATION COAL CORP.
327,660 Term Loan, 4.73%, Maturing July 30, 2011 332,943
ICG, LLC
200,000 Term Loan, 4.99%, Maturing November 5, 2010 203,250
- ---------------------------------------------------------------------------------------
$ 963,803
- ---------------------------------------------------------------------------------------
OIL AND GAS -- 3.0%
DRESSER, INC.
$ 324,390 Term Loan, 4.97%, Maturing March 31, 2007 $ 328,445
DYNEGY HOLDINGS, INC.
323,375 Term Loan, 6.31%, Maturing May 28, 2010 328,630
EL PASO CORP.
159,750 Term Loan, 5.19%, Maturing November 23, 2009 161,098
266,250 Term Loan, 5.19%, Maturing November 23, 2009 268,931
GETTY PETROLEUM MARKETING, INC.
309,333 Term Loan, 5.80%, Maturing May 19, 2010 315,327
LA GRANGE ACQUISITION, L.P.
150,000 Term Loan, 5.44%, Maturing January 18, 2008 152,484
MAGELLAN MIDSTREAM HOLDINGS, L.P.
150,000 Term Loan, 4.62%, Maturing December 10, 2011 152,063
THE PREMCOR REFINING GROUP, INC.
200,000 Term Loan, 4.67%, Maturing April 13, 2009 203,250
WILLIAMS PRODUCTION RMT CO.
346,500 Term Loan, 6.17%, Maturing May 30, 2008 352,275
- ---------------------------------------------------------------------------------------
$ 2,262,503
- ---------------------------------------------------------------------------------------
</Table>
See notes to financial statements
9
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT BORROWER/TRANCHE DESCRIPTION VALUE
- ---------------------------------------------------------------------------------------
PUBLISHING -- 7.3%
ADVANSTAR COMMUNICATIONS, INC.
$ 222,578 Term Loan, 4.17%, Maturing October 11, 2007 $ 224,201
ADVERTISING DIRECTORY SOLUTION, INC.
300,000 Term Loan, 6.92%, Maturing November 9, 2011 302,813
AMERICAN MEDIA OPERATIONS, INC.
321,281 Term Loan, 4.81%, Maturing April 1, 2007 326,201
DEX MEDIA EAST, LLC
420,226 Term Loan, 4.14%, Maturing November 8, 2008 424,866
DEX MEDIA WEST, LLC
42,778 Term Loan, 4.14%, Maturing September 9, 2009 43,210
136,278 Term Loan, 4.14%, Maturing March 9, 2010 137,797
FREEDOM COMMUNICATIONS, INC.
450,000 Term Loan, 4.73%, Maturing May 18, 2012 457,594
JOURNAL REGISTER CO.
385,000 Term Loan, 3.60%, Maturing August 12, 2012 385,722
LAMAR MEDIA
350,000 Term Loan, 6.17%, Maturing June 30, 2009 352,625
MEDIANEWS GROUP, INC.
187,807 Term Loan, 3.92%, Maturing August 25, 2010 189,372
MERRILL COMMUNICATIONS, LLC
199,509 Term Loan, 4.79%, Maturing July 30, 2009 202,315
NEBRASKA BOOK CO., INC.
347,375 Term Loan, 4.67%, Maturing March 4, 2011 351,934
NEWSPAPER HOLDINGS, INC.
140,000 Term Loan, 4.31%, Maturing August 24, 2011 139,956
R.H. DONNELLEY CORP.
23,630 Term Loan, 4.24%, Maturing December 31, 2009 23,799
448,363 Term Loan, 7.39%, Maturing June 30, 2011 453,454
SOURCE MEDIA, INC.
100,000 Term Loan, 4.69%, Maturing November 8, 2011 101,250
SP NEWSPRINT CO.
120,944 Term Loan, 5.40%, Maturing January 9, 2010 123,288
225,556 Term Loan, 5.40%, Maturing January 9, 2010 228,375
SUN MEDIA CORP.
319,334 Term Loan, 4.14%, Maturing February 7, 2009 321,829
THE READER'S DIGEST ASSOCIATION, INC.
326,540 Term Loan, 4.03%, Maturing May 20, 2008 330,979
TRANSWESTERN PUBLISHING CO., LLC
179,550 Term Loan, 4.60%, Maturing February 25, 2011 181,907
138,000 Term Loan, 4.60%, Maturing August 24, 2012 139,811
- ---------------------------------------------------------------------------------------
$ 5,443,298
- ---------------------------------------------------------------------------------------
RADIO AND TELEVISION -- 4.8%
ADAMS OUTDOOR ADVERTISING, L.P.
$ 348,250 Term Loan, 4.33%, Maturing October 15, 2011 $ 352,893
CANWEST MEDIA, INC.
$ 262,248 Term Loan, 4.49%, Maturing August 15, 2009 $ 265,854
CUMULUS MEDIA, INC.
92,500 Term Loan, 4.85%, Maturing March 28, 2009 93,396
199,000 Term Loan, 4.85%, Maturing March 28, 2010 201,902
DIRECTV HOLDINGS, LLC
488,587 Term Loan, 4.40%, Maturing March 6, 2010 495,060
EMMIS OPERATING CO.
300,000 Term Loan, 4.10%, Maturing November 10, 2011 303,417
LIN TELEVISION CORP.
156,500 Term Loan, 4.56%, Maturing December 31, 2007 158,489
160,500 Term Loan, 4.56%, Maturing December 31, 2007 162,640
NEXSTAR BROADCASTING, INC.
321,787 Term Loan, 4.31%, Maturing December 31, 2010 323,396
175,713 Term Loan, 4.31%, Maturing December 31, 2010 176,482
RADIO ONE, INC.
218,181 Term Loan, 3.07%, Maturing June 30, 2007 216,681
RAINBOW NATIONAL SERVICES, LLC
188,855 Term Loan, 5.19%, Maturing March 31, 2012 192,081
RAYCOM NATIONAL, LLC
360,000 Term Loan, 5.19%, Maturing February 24, 2012 364,500
SINCLAIR TELEVISION GROUP, INC.
100,000 Term Loan, 4.06%, Maturing June 30, 2009 100,688
165,000 Term Loan, 4.06%, Maturing December 31, 2009 166,787
- ---------------------------------------------------------------------------------------
$ 3,574,266
- ---------------------------------------------------------------------------------------
RAIL INDUSTRIES -- 0.9%
KANSAS CITY SOUTHERN RAILWAY CO.
$ 348,250 Term Loan, 4.22%, Maturing March 30, 2008 $ 353,256
RAILAMERICA, INC.
250,602 Term Loan, 4.38%, Maturing September 29, 2011 254,518
29,624 Term Loan, 4.38%, Maturing September 29, 2011 30,087
- ---------------------------------------------------------------------------------------
$ 637,861
- ---------------------------------------------------------------------------------------
RETAILERS (EXCEPT FOOD AND DRUG) -- 3.8%
ADVANCE STORES CO., INC.
$ 95,599 Term Loan, 4.46%, Maturing September 30, 2010 $ 96,884
56,261 Term Loan, 4.46%, Maturing September 30, 2010 56,999
ALIMENTATION COUCHE-TARD, INC.
312,177 Term Loan, 4.62%, Maturing December 17, 2010 316,665
AMSCAN HOLDINGS, INC.
99,750 Term Loan, 3.78%, Maturing April 30, 2012 100,560
COINMACH LAUNDRY CORP.
344,670 Term Loan, 5.36%, Maturing July 25, 2009 348,871
</Table>
See notes to financial statements
10
<Page>
<Table>
<Caption>
PRINCIPAL
AMOUNT BORROWER/TRANCHE DESCRIPTION VALUE
- ---------------------------------------------------------------------------------------
RETAILERS (EXCEPT FOOD AND DRUG) (CONTINUED)
CSK AUTO, INC.
$ 396,000 Term Loan, 4.35%, Maturing June 20, 2009 $ 400,455
DOLLARAMA GROUP, L.P.
200,000 Term Loan, 6.50%, Maturing November 18, 2011 201,938
HARBOR FREIGHT TOOLS USA, INC.
249,375 Term Loan, 3.88%, Maturing July 15, 2010 250,388
JOSTEN'S CORP.
200,000 Term Loan, 4.67%, Maturing December 6, 2011 201,821
ORIENTAL TRADING CO., INC.
228,683 Term Loan, 5.19%, Maturing August 4, 2010 229,922
RENT-A-CENTER, INC.
301,490 Term Loan, 4.80%, Maturing June 30, 2010 305,635
TRAVELCENTERS OF AMERICA, INC.
358,000 Term Loan, 4.19%, Maturing October 1, 2008 362,251
- ---------------------------------------------------------------------------------------
$ 2,872,389
- ---------------------------------------------------------------------------------------
SURFACE TRANSPORT -- 1.2%
LAIDLAW INTERNATIONAL, INC.
$ 329,651 Term Loan, 6.17%, Maturing June 19, 2009 $ 331,712
NFIL HOLDINGS CORP.
59,041 Term Loan, 4.14%, Maturing February 27, 2010 59,779
172,406 Term Loan, 4.94%, Maturing February 27, 2010 174,561
SIRVA WORLDWIDE, INC.
350,000 Term Loan, 4.42%, Maturing December 31, 2010 352,516
- ---------------------------------------------------------------------------------------
$ 918,568
- ---------------------------------------------------------------------------------------
TELECOMMUNICATIONS -- 5.2%
AMERICAN TOWER, L.P.
$ 398,000 Term Loan, 4.23%, Maturing August 31, 2011 $ 403,504
CENTENNIAL CELLULAR OPERATING CO., LLC
347,375 Term Loan, 4.81%, Maturing February 9, 2011 352,369
CINCINNATI BELL, INC.
285,944 Term Loan, 4.62%, Maturing June 30, 2008 289,053
CONSOLIDATED COMMUNICATIONS, INC.
298,000 Term Loan, 4.78%, Maturing October 14, 2011 303,029
IOWA TELECOMMUNICATIONS SERVICES
150,000 Term Loan, 4.38%, Maturing November 23, 2005 151,500
NEXTEL COMMUNICATIONS
445,748 Term Loan, 4.31%, Maturing December 15, 2010 446,560
NEXTEL PARTNERS OPERATING CORP.
350,000 Term Loan, 4.94%, Maturing May 31, 2011 355,438
QWEST CORP.
250,000 Term Loan, 7.39%, Maturing June 4, 2007 261,042
SBA SENIOR FINANCE, INC.
$ 298,500 Term Loan, 4.86%, Maturing October 31, 2008 $ 302,604
SPECTRASITE COMMUNICATIONS, INC.
183,000 Term Loan, 4.03%, Maturing May 23, 2012 184,411
TRITON PCS, INC.
125,000 Term Loan, 5.66%, Maturing November 18, 2009 126,719
USA MOBILITY, INC.
101,786 Term Loan, 4.82%, Maturing November 16, 2006 102,804
VALOR TELECOM ENTERPRISE, LLC
299,250 Term Loan, 4.82%, Maturing November 10, 2011 302,617
WESTERN WIRELESS CORP.
298,500 Term Loan, 5.24%, Maturing May 28, 2011 303,670
- ---------------------------------------------------------------------------------------
$ 3,885,320
- ---------------------------------------------------------------------------------------
UTILITIES -- 2.1%
ALLEGHENY ENERGY SUPPLY CO., LLC
$ 165,481 Term Loan, 4.19%, Maturing October 28, 2011 $ 168,501
COGENTRIX DELAWARE HOLDINGS, INC.
347,375 Term Loan, 4.83%, Maturing February 25, 2009 352,730
COLETO CREEK WLE, L.P.
169,150 Term Loan, 4.67%, Maturing June 30, 2011 172,110
NRG ENERGY, INC.
143,656 Term Loan, 4.75%, Maturing June 23, 2010 147,012
PIKE ELECTRIC, INC.
264,183 Term Loan, 4.63%, Maturing July 1, 2012 268,889
RELIANT ENERGY, INC.
190,000 Term Loan, 4.80%, Maturing December 22, 2010 192,632
TEXAS GENCO, LLC
170,910 Term Loan, 4.48%, Maturing December 14, 2011 173,397
TUSCON ELECTRIC POWER CO.
100,000 Term Loan, 4.33%, Maturing June 30, 2009 101,042
- ---------------------------------------------------------------------------------------
$ 1,576,313
- ---------------------------------------------------------------------------------------
TOTAL SENIOR, FLOATING RATE INTERESTS
(identified cost $69,574,252) $ 70,098,408
- ---------------------------------------------------------------------------------------
</Table>
FLOATING RATE NOTES -- 0.6%
<Table>
<Caption>
PRINCIPAL AMOUNT
(000'S OMITTED) SECURITY VALUE
- ---------------------------------------------------------------------------------------
RADIO AND TELEVISION -- 0.4%
PAXSON COMMUNICATIONS CORP.
$ 300 4.82%, 1/15/10(3) $ 303,000
- ---------------------------------------------------------------------------------------
$ 303,000
- ---------------------------------------------------------------------------------------
</Table>
See notes to financial statements
11
<Page>
<Table>
<Caption>
PRINCIPAL AMOUNT
(000'S OMITTED) SECURITY VALUE
- ---------------------------------------------------------------------------------------
TELECOMMUNICATIONS -- 0.2%
ROGERS WIRELESS, INC., VARIABLE RATE
$ 93 5.525%, 12/15/10(3) $ 97,883
- ---------------------------------------------------------------------------------------
$ 97,883
- ---------------------------------------------------------------------------------------
TOTAL FLOATING RATE NOTES
(identified cost $393,000) $ 400,883
- ---------------------------------------------------------------------------------------
</Table>
SHORT-TERM INVESTMENTS -- 5.1%
<Table>
<Caption>
PRINCIPAL MATURITY
AMOUNT DATE BORROWER RATE AMOUNT
- -------------------------------------------------------------------------
$ 500,000 01/06/05 American General Finance
Corp. Commercial Paper 2.30% $ 499,840
1,400,000 01/03/05 General Electric Capital
Corp. Commercial Paper 1.95% 1,399,848
1,400,000 01/03/05 Investors Bank and Trust
Company Time Deposit 2.25% 1,400,000
548,000 01/03/05 Ranger Funding Co., LLC 2.25% 1,400,000
Commercial Paper 2.15% 547,935
- -------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS
(at amortized cost) $ 3,847,623
- -------------------------------------------------------------------------
TOTAL INVESTMENTS -- 99.2%
(identified cost $73,814,875) $ 74,346,914
- -------------------------------------------------------------------------
OTHER ASSETS, LESS LIABILITIES -- 0.8% $ 636,785
- -------------------------------------------------------------------------
NET ASSETS -- 100.0% $ 74,983,699
- -------------------------------------------------------------------------
</Table>
Note: The Fund has made commitments to fund specified amounts under certain
existing credit arrangements. Pursuant to the terms of these arrangements, the
Fund had unfunded loan commitments of $513,737 as of December 31, 2004.
(1) Senior floating-rate interests often require prepayments from excess cash
flows or permit the borrower to repay at its election. The degree to which
borrowers repay, whether as a contractual requirement or at their election,
cannot be predicted with accuracy. As a result, the actual remaining
maturity may be substantially less than the stated maturities shown.
However, it is anticipated that the senior floating-rate interests will
have an expected average life of approximately two to three years. The
stated interest rate represents the weighted average interest rate of all
contracts within the senior loan facility. Interest rates are periodically
predetermined by a reference to a base lending rate plus a premium. These
base lending rates are generally (i) the prime rate offered by one or more
major United States banks or (ii) the lending rate offered by one or more
European banks such as the London Interbank Offered Rate (LIBOR).
(2) Security valued at fair value using methods determined in good faith by or
at the direction of the Trustees.
(3) Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be sold in transactions exempt from
registration, normally to qualified institutional buyers. At December 31,
2004, the aggregate value of the securities is $400,883 or 0.5% of the
Fund's net assets.
See notes to financial statements
12
<Page>
EATON VANCE VT FLOATING-RATE INCOME FUND as of December 31, 2004
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 2004
<Table>
ASSETS
Investments, at value (identified cost, $73,814,875) $ 74,346,914
Cash 2,022,944
Receivable for investments sold 2,404
Receivable for Fund shares sold 215,917
Interest receivable 265,417
Prepaid expenses 1,117
- ---------------------------------------------------------------------------------------------
TOTAL ASSETS $ 76,854,713
- ---------------------------------------------------------------------------------------------
LIABILITIES
Due to agent bank $ 1,842,272
Payable to affiliate for Trustees' fees 1,401
Payable to affiliates 11,353
Payable for Fund shares redeemed 375
Accrued expenses 15,613
- ---------------------------------------------------------------------------------------------
TOTAL LIABILITIES $ 1,871,014
- ---------------------------------------------------------------------------------------------
NET ASSETS FOR 7,422,604 SHARES OF BENEFICIAL INTEREST OUTSTANDING $ 74,983,699
- ---------------------------------------------------------------------------------------------
SOURCES OF NET ASSETS
Paid-in capital $ 74,518,695
Accumulated net realized loss (computed on the basis of identified cost) (87,629)
Accumulated undistributed net investment income 20,594
Net unrealized appreciation (computed on the basis of identified cost) 532,039
- ---------------------------------------------------------------------------------------------
TOTAL $ 74,983,699
- ---------------------------------------------------------------------------------------------
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE
($74,983,699 DIVIDED BY 7,422,604 SHARES OF BENEFICIAL INTEREST OUTSTANDING) $ 10.10
- ---------------------------------------------------------------------------------------------
</Table>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED
DECEMBER 31, 2004
<Table>
INVESTMENT INCOME
Interest $ 2,421,045
- ---------------------------------------------------------------------------------------------
TOTAL INVESTMENT INCOME $ 2,421,045
- ---------------------------------------------------------------------------------------------
EXPENSES
Investment adviser fee $ 365,784
Administration fee 159,037
Trustees' fees and expenses 4,620
Service fees 159,037
Custodian fee 69,837
Legal and accounting services 34,157
Transfer and dividend disbursing agent fees 11,078
Miscellaneous 5,031
- ---------------------------------------------------------------------------------------------
TOTAL EXPENSES $ 808,581
- ---------------------------------------------------------------------------------------------
Deduct --
Reduction of custodian fee $ 9,214
- ---------------------------------------------------------------------------------------------
TOTAL EXPENSE REDUCTIONS $ 9,214
- ---------------------------------------------------------------------------------------------
NET EXPENSES $ 799,367
- ---------------------------------------------------------------------------------------------
NET INVESTMENT INCOME $ 1,621,678
- ---------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) --
Investment transactions (identified cost basis) $ (87,629)
- ---------------------------------------------------------------------------------------------
NET REALIZED LOSS $ (87,629)
- ---------------------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) --
Investments (identified cost basis) $ 278,521
- ---------------------------------------------------------------------------------------------
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) $ 278,521
- ---------------------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN $ 190,892
- ---------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 1,812,570
- ---------------------------------------------------------------------------------------------
</Table>
See notes to financial statements
13
<Page>
STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
YEAR ENDED YEAR ENDED
DECEMBER 31, 2004 DECEMBER 31, 2003
- --------------------------------------------------------------------------------------
INCREASE (DECREASE)
IN NET ASSETS
From operations --
Net investment income $ 1,621,678 $ 807,038
Net realized gain (loss)
from investment transactions (87,629) 23,033
Net change in unrealized
appreciation (depreciation)
from investments 278,521 240,542
- --------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 1,812,570 $ 1,070,613
- --------------------------------------------------------------------------------------
Distributions to shareholders --
From net investment income $ (1,622,175) $ (814,122)
- --------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS TO SHAREHOLDERS $ (1,622,175) $ (814,122)
- --------------------------------------------------------------------------------------
Transactions in shares of beneficial interest --
Proceeds from sale of shares $ 47,887,259 $ 19,716,943
Net asset value of shares issued to
shareholders in payment of
distributions declared 1,622,162 814,122
Cost of shares redeemed (20,128,267) (11,927,007)
- --------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM
FUND SHARE TRANSACTIONS $ 29,381,154 $ 8,604,058
- --------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS $ 29,571,549 $ 8,860,549
- --------------------------------------------------------------------------------------
NET ASSETS
At beginning of year $ 45,412,150 $ 36,551,601
- --------------------------------------------------------------------------------------
AT END OF YEAR $ 74,983,699 $ 45,412,150
- --------------------------------------------------------------------------------------
ACCUMULATED
UNDISTRIBUTED NET
INVESTMENT INCOME
INCLUDED IN NET ASSETS
AT END OF YEAR $ 20,594 $ 21,091
- --------------------------------------------------------------------------------------
</Table>
See notes to financial statements
14
<Page>
FINANCIAL HIGHLIGHTS
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
--------------------------------------------------
2004(1) 2003 2002(1) 2001(1)(2)
- ---------------------------------------------------------------------------------------------------------
Net asset value -- Beginning of year $ 10.070 $ 10.000 $ 10.000 $ 10.000
- ---------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS
Net investment income $ 0.257 $ 0.222 $ 0.031 $ 0.129
Net realized and unrealized gain 0.026 0.070
- ---------------------------------------------------------------------------------------------------------
TOTAL INCOME FROM OPERATIONS $ 0.283 $ 0.292 $ 0.031 $ 0.129
- ---------------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
From net investment income $ (0.253) $ (0.222) $ (0.031) $ (0.129)
- ---------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS $ (0.253) $ (0.222) $ (0.031) $ (0.129)
- ---------------------------------------------------------------------------------------------------------
NET ASSET VALUE -- END OF YEAR $ 10.100 $ 10.070 $ 10.000 $ 10.000
- ---------------------------------------------------------------------------------------------------------
TOTAL RETURN(3) 2.82% 2.93% 0.31% 1.29%
- ---------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA+
Net assets, end of year (000's omitted) $ 74,984 $ 45,412 $ 36,552 $ 15,789
Ratios (As a percentage of average daily net assets):
Net expenses 1.27% 1.36% 1.47% 1.26%(4)
Net expenses after custodian fee reduction 1.26% 1.36% 1.47% 1.26%(4)
Net investment income 2.55% 2.18% 0.31% 1.37%(4)
Portfolio Turnover 61% 65% 0%
- ---------------------------------------------------------------------------------------------------------
+ The operating expenses of the Fund reflect a
reduction of the investment advisor fee. Had such
action not been taken, the ratios and net investment
gain per share would have been as follows:
Ratios (As a percentage of average daily net assets):
Expenses 1.28%(4)
Expenses after custodian fee reduction 1.28%(4)
Net investment income 1.35%(4)
Net investment income per share $ 0.127
</Table>
(1) Net investment income per share was computed using average shares
outstanding.
(2) For the period from the start of business, May 2, 2001, to December 31,
2001.
(3) Returns are historical and are calculated by determining the percentage
change in net asset value with all distributions reinvested. Total return
is not computed on an annualized basis.
(4) Annualized.
See notes to financial statements
15
<Page>
EATON VANCE VT FLOATING-RATE INCOME FUND as of December 31, 2004
NOTES TO FINANCIAL STATEMENTS
1 SIGNIFICANT ACCOUNTING POLICIES
Eaton Vance VT Floating-Rate Income Fund (the Fund) is a non-diversified
series of Eaton Vance Variable Trust (the Trust). The Trust, which was
organized under Massachusetts law on August 14, 2000, is an entity of the
type commonly known as a Massachusetts business trust and is registered
under the Investment Company Act of 1940, as amended, as an open-end
management investment company. The Fund seeks to provide a high level of
current income by investing primarily in senior secured floating rate
loans. The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its financial
statements. The policies are in conformity with accounting principles
generally accepted in the United States of America.
A INVESTMENT VALUATIONS -- The investments of the Fund are primarily in
interests in senior floating-rate loans (Senior Loans). Certain Senior
Loans are deemed to be liquid if reliable market quotations are readily
available for them. Liquid Senior Loans are valued on the basis of prices
furnished by a pricing service. Eaton Vance Management (EVM) values liquid
Senior Loans on the basis of prices furnished by one or more pricing
services. Other Senior Loans are valued at fair value by the Fund's
investment advisor, EVM, under procedures established by the Trustees as
permitted by Section 2(a)(41) of the Investment Company Act of 1940. Such
procedures include the consideration of relevant factors, data and
information relating to fair value, including (i) the characteristics of
and fundamental analytical data relating to the Senior Loan, including the
cost, size, current interest rate, period until next interest rate reset,
maturity and base lending rate of the Senior Loan, the terms and conditions
of the Senior Loan and any related agreements, and the position of the
Senior Loan in the Borrower's debt structure; (ii) the nature, adequacy and
value of the collateral, including the Fund's rights, remedies and
interests with respect to the collateral; (iii) the creditworthiness of the
Borrower, based on an evaluation of its financial condition, financial
statements and information about the Borrower's business, cash flows,
capital structure and future prospects; (iv) information relating to the
market for the Senior Loan including price quotations for and trading in
the Senior Loan, and interests in similar Senior Loans and the market
environment and investor attitudes towards the Senior Loan and interests in
similar Senior Loans; (v) the reputation and financial condition of the
agent and any intermediate participant in the Senior Loan; and (vi) general
economic and market conditions affecting the fair value of the Senior Loan.
Portfolio securities (other than short-term obligations, but including
listed issues) may be valued on the basis of prices furnished by one or
more pricing services which determine prices for normal, institutional-size
trading units of such securities which may use market information,
transactions for comparable securities and various relationships between
securities which are generally recognized by institutional traders. In
certain circumstances, portfolio securities will be valued at the last
sales price on the exchange that is the primary market for such securities,
or the last quoted bid price for those securities for which the
over-the-counter market is the primary market or for listed securities in
which there were no sales during the day. The value of interest rate swaps
will be determined in accordance with a discounted present value formula
and then confirmed by obtaining a bank quotation. Short-term obligations
which mature in 60 days or less, are valued at amortized cost, if their
original term to maturity when acquired by the Fund was 60 days or less or
are valued at amortized cost using their value on the 61st day prior to
maturity, if their original term to maturity when acquired by the Fund was
more than 60 days, unless in each case this is determined not to represent
fair value. Repurchase agreements are valued at cost plus accrued interest.
Other portfolio securities for which there are no quotations or valuations
are valued at fair value as determined in good faith by or on behalf of the
Trustees.
B INCOME -- Interest income from Senior Loans is recorded on the accrual
basis at the then-current interest rate, while all other interest income is
determined on the basis of interest accrued, adjusted for amortization of
premium or discount. Facility fees received are recognized as income over
the expected term of the loan.
C INCOME TAXES -- The Fund has elected to be treated as a regulated
investment company (RIC) for United States federal tax purposes. The Fund's
policy is to comply with the provisions of Section 817-(h) of the Internal
Revenue Code regarding Variable Trusts. No provision is made by the Fund
for federal or state taxes on any taxable income of the Fund because each
separate account in the Fund is ultimately responsible for the payment of
any taxes. The Fund will distribute at least annually all of the Fund's net
investment income and net realized capital gains, if any. At December 31,
2004, the Fund, for federal income tax purposes had a capital loss
carryover of $48,462, which will expire on December 31, 2012. This amount
will reduce the Fund's taxable income arising from future net realized
gains on investments, if any, to the extent permitted by the Internal
Revenue Code and thus will reduce the amount of distributions to
shareholders which would otherwise be necessary to relieve the Fund of any
liability for federal income tax. Additionally, at December 31, 2004, the
Fund had a net capital loss of $39,167 attributable to security
transactions incurred after October 31, 2004. This capital loss is treated
as arising on the first day of the Fund's taxable year ending December 31,
2005.
16
<Page>
D 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 credit balances used to reduce the
Fund's custodian fees are reported as a reduction of total expenses in the
Statement of Operations.
E USE OF ESTIMATES -- The preparation of 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 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 and 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.
G 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.
H OTHER -- Investment transactions are accounted for on a trade-date basis.
2 DISTRIBUTIONS TO SHAREHOLDERS
The net income of the Fund is determined daily and substantially all of the
net income so determined is declared as a dividend to shareholders of
record at the time of declaration. Distributions of net income are paid
monthly. Distributions are paid in the form of additional shares unless an
election is made on behalf of a separate account to receive some or all of
the distribution in cash.
The Fund distinguishes between distributions on a tax basis and a financial
reporting basis. Accounting principles generally accepted in the United
States of America require that only distributions in excess of tax basis
earnings and profits be reported in the financial statements as a return of
capital. Differences in the recognition or classification of income between
the financial statements and tax earnings and profits which result in
temporary over distributions for financial statement purposes are
classified as distributions in excess of net investment income or
accumulated net realized gains. Permanent differences between book and tax
accounting relating to distributions are reclassified to paid-in capital.
The tax character of distributions paid for the years ended December 31,
2004 and December 31, 2003 was as follows:
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
------------------------------
2004 2003
---------------------------------------------------------------------
Distributions declared from:
Ordinary income $ 1,622,175 $ 814,122
</Table>
As of December 31, 2004, the components of distributable earnings
(accumulated losses) on a tax basis were as follows:
<Table>
Undistributed income $ 20,594
Capital loss carryforwards $ (48,462)
Unrealized appreciation $ 532,039
Other temporary differences $ (39,167)
</Table>
3 SHARES OF BENEFICIAL INTEREST
The Trust has an underwriting agreement relating to the Fund with Eaton
Vance Distributors, Inc. (EVD). The underwriting agreement presently
provides that EVD, through the Fund's transfer agent, accepts orders for
shares at net asset value and no sales commission or load is charged. EVD
may, at its expense, provide promotional incentives to dealers that sell
variable insurance products. The Fund's Declaration of Trust permits the
Trustees to issue an unlimited number of full and fractional shares of
beneficial interest (without par value). At December 31, 2004, two
shareholders each owned more than 10% of the Fund's shares outstanding
aggregating 90% of the Fund's shares outstanding. Transactions in Fund
shares were as follows:
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
------------------------------
2004 2003
---------------------------------------------------------------------
Sales 4,745,774 1,963,869
Issued to shareholders electing to
receive payments of distributions
in Fund shares 160,700 81,191
Redemptions (1,994,161) (1,190,229)
---------------------------------------------------------------------
NET INCREASE 2,912,313 854,831
---------------------------------------------------------------------
</Table>
17
<Page>
4 INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment adviser fee, computed at the monthly rate of 0.575% per
annum of the average daily net assets up to $1 billion, and at reduced
rates as daily net assets exceed that level, was earned by Eaton Vance
Management (EVM) as compensation for management and investment advisory
services rendered to the Fund. For the year ended December 31, 2004, the
fee amounted to $365,784. 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.
The Fund is authorized to pay EVM a fee as compensation for administrative
services necessary to conduct the Fund's business. The fee is computed at
the annual rate of 0.25% of the Fund's average daily net assets. For the
year ended December 31, 2004, the fee amounted to $159,037.
Certain officers and Trustees of the Fund are officers of the above
organizations.
5 SERVICE FEES
The Fund has adopted a service plan that allows the Fund to pay service
fees to insurance companies for providing personal and/or account services
to account holders of insurance product separate accounts, which will be
equal to 0.25% of daily average net assets. Service fee payments for the
year ended December 31, 2004 amounted to $159,037.
6 PURCHASES AND SALES OF INVESTMENTS
The Fund invests primarily in Senior Loans. The ability of the issuers of
the Senior Loans to meet their obligations may be affected by economic
developments in a specific industry. The cost of purchases and the proceeds
from principal repayments of Senior Loans for the year ended December 31,
2004 aggregated $68,060,886 and $34,201,558, respectively.
7 LINE OF CREDIT
The Fund participates with other portfolios and funds managed by EVM and
affiliates in a $465 million unsecured line of credit 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 the bank's base rate or at an amount above LIBOR. 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
borrowings or allocated fees during the year ended December 31, 2004.
8 FEDERAL INCOME TAX BASIS OF UNREALIZED APPRECIATION (DEPRECIATION)
The cost and unrealized appreciation (depreciation) in the value of the
investments owned at December 31, 2004, as computed on a federal income tax
basis, were as follows:
AGGREGATE COST $ 73,814,875
----------------------------------------------------
Gross unrealized appreciation $ 568,581
Gross unrealized depreciation (36,542)
----------------------------------------------------
NET UNREALIZED APPRECIATION $ 532,039
----------------------------------------------------
9 DUE TO AGENT BANK
On December 24, 2004, the Fund was incorrectly credited $1,842,272. This
amount was returned to the agent bank on January 5, 2005. At December 31,
2004, the Fund had a payment due to the agent bank of $1,842,272.
18
<Page>
EATON VANCE VT FLOATING-RATE INCOME FUND as of December 31, 2004
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees of Eaton Vance Variable Trust and Shareholders of Eaton Vance VT
Floating-Rate Income Fund:
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Eaton Vance VT Floating-Rate Income Fund (the
Fund), one of the series constituting Eaton Vance Variable Trust, as of December
31, 2004, and the related statement of operations for the year then ended, the
statements of changes in net assets for the two years then ended and the
financial highlights for the three years ended December 31, 2004 and for the
period from the start of business, May 2, 2001, to December 31, 2001. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards 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 consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
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, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities and Senior Loans owned at December 31, 2004 by correspondence with
the custodian and selling or agent banks; where replies were not received from
selling or agent banks, we performed other auditing procedures. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of the Eaton Vance VT
Floating-Rate Income Fund at December 31, 2004, the results of its operations,
the changes in its net assets and the financial highlights for the respective
stated periods in conformity with accounting principles generally accepted in
the United States of America.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 18, 2005
19
<Page>
EATON VANCE VT FLOATING-RATE INCOME FUND
MANAGEMENT AND ORGANIZATION
FUND MANAGEMENT. The Trustees of Eaton Vance Variable 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 Corp., "EV" refers to Eaton Vance, Inc., "EVM" refers to
Eaton Vance Management, "BMR" refers to Boston Management and Research, "EVD"
refers to Eaton Vance Distributors, Inc., and "Lloyd George" refers to Lloyd
George Investment Management (Bermuda) Limited. 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>
NUMBER OF
TERM OF PORTFOLIOS
POSITION OFFICE AND IN FUND COMPLEX
NAME AND WITH THE LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY OTHER DIRECTORSHIPS
DATE OF BIRTH TRUST SERVICE DURING PAST FIVE YEARS TRUSTEE(1) HELD
- ------------------------------------------------------------------------------------------------------------------------------------
Interested Trustee
James B. Hawkes Trustee and Since 2000 Chairman, President and Chief Executive 194 Director of EVC
11/9/41 President Officer of BMR, EVC, EVM and EV; Director
of EV; Vice President and Director of EVD.
Trustee and/or officer of 194 registered
investment companies in the Eaton Vance
Fund Complex. Mr. Hawkes is an interested
person because of his positions with BMR,
EVM, EVC and EV, which are affiliates of
the Fund.
Noninterested Trustee(s)
Samuel L. Hayes, III Trustee Since 2003 Jacob H. Schiff Professor of Investment 194 Director of Tiffany &
2/23/35 Banking Emeritus, Harvard University Co. (specialty
Graduate School of Business retailer) and Telect,
Administration. Inc. (telecommunication
services company)
William H. Park Trustee Since 2000 President and Chief Executive Officer, 194 None
9/19/47 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 2000 Professor of Law, Georgetown University 194 None
7/10/40 Law Center (since 1999). Tax Partner,
Covington & Burling, Washington, DC
(1991-2000).
Norton H. Reamer Trustee Since 2003 President, Chief Executive Officer and a 194 None
9/21/35 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 2000 Professor of Law, University of California 194 None
9/14/57 at Los Angeles School of Law (since July
2001). Formerly, Professor of Law,
Georgetown University Law Center.
</Table>
20
<Page>
Principal Officers who are not Trustees
<Table>
<Caption>
TERM OF
POSITION OFFICE AND
NAME AND WITH THE LENGTH OF PRINCIPAL OCCUPATION(S)
DATE OF BIRTH TRUST SERVICE DURING PAST FIVE YEARS
- ----------------------------------------------------------------------------------------------
Arieh Coll Vice President Since 2004 Adobe Acrobat Exchange 6.0 Vice
11/9/63 President of EVM and BMR. Officer of 7
registered investment companies managed
by EVM and BMR.
Thomas P. Huggins Vice President Since 2000 Vice President of EVM and BMR. Officer
3/7/66 of 7 registered investment companies
managed by EVM and BMR.
Samuel D. Isaly Vice President Since 2000 Managing Partner of OrbiMed Advisors
3/12/45 LLC. Officer of 3 registered investment
companies managed by EVM or BMR.
Scott H. Page Vice President Since 2000 Vice President of EVM and BMR. Officer
11/30/59 of 14 registered investment companies
managed by EVM or BMR.
Jacob Rees-Mogg Vice President Since 2000 Investment Manager of Lloyd George.
5/24/69 Officer of 3 registered investment
companies managed by EVM and BMR.
Duncan W. Richardson Vice President Since 2000 Senior Vice President and Chief Equity
10/26/57 Investment Officer of EVM and BMR.
Officer of 45 registered investment
companies managed by EVM or BMR.
Payson F. Swaffield Vice President Since 2000 Vice President of EVM and BMR. Officer
8/13/56 of 14 registered investment companies
managed by EVM or BMR.
Michael Weilheimer Vice President Since 2000 Vice President of EVM and BMR. Officer
2/11/61 of 11 registered investment companies
managed by EVM or BMR.
Alan R. Dynner Secretary Since 2000 Vice President, Secretary and Chief
10/10/40 Legal Officer of BMR, EVM, EVD, EV and
EVC. Officer of 194 registered
investment companies managed by EVM or
BMR.
James L. O'Connor Treasurer Since 2000 Vice President of BMR, EVM and EVD.
4/1/45 Officer of 116 registered investment
companies managed by EVM or BMR.
Paul M. O'Neil Chief Since 2004 Vice President of EVM and BMR. Officer
7/11/53 Compliance Officer of 194 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.
21
<Page>
INVESTMENT ADVISER AND ADMINISTRATOR OF EATON VANCE VT FLOATING-RATE INCOME FUND
EATON VANCE MANAGEMENT
The Eaton Vance Building
255 State Street
Boston, MA 02109
PRINCIPAL UNDERWRITER
EATON VANCE DISTRIBUTORS, INC.
The Eaton Vance Building
255 State Street
Boston, MA 02109
(617) 482-8260
CUSTODIAN
INVESTORS BANK & TRUST COMPANY
200 Clarendon Street
Boston, MA 02116
TRANSFER AGENT
INVESTORS BANK & TRUST COMPANY
200 Clarendon Street
Boston, MA 02116
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
DELOITTE & TOUCHE LLP
200 Berkeley Street
Boston, MA 02116-5022
EATON VANCE VT FLOATING-RATE INCOME FUND
THE EATON VANCE BUILDING
255 State Street
Boston, MA 02109
This report must be preceded or accompanied by a current prospectus. Before
investing, investors should consider carefully the Fund's investment
objective(s), risks, and charges and expenses. The Fund's current prospectus
contains this and other information about the Fund and is available through your
financial advisor. Please read the prospectus carefully before you invest or
send money. For further information please call 1-800-225-6265.
<Page>
VTFRHSRC
<Page>
[EV LOGO]
[GRAPHIC IMAGE]
ANNUAL REPORT DECEMBER 31, 2004
EATON VANCE VT WORLDWIDE HEALTH SCIENCES FUND
[GRAPHIC IMAGE]
<Page>
IMPORTANT NOTICES REGARDING PRIVACY,
DELIVERY OF SHAREHOLDER DOCUMENTS,
PORTFOLIO HOLDINGS, AND PROXY VOTING
PRIVACY. The Eaton Vance organization is committed to ensuring your financial
privacy. Each of the financial institutions identified below has in effect the
following policy ("Privacy 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. This may include information such as name, address, social
security number, tax status, account balances and transactions.
- 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). In the normal course of servicing a
customer's account, Eaton Vance may share information with unaffiliated third
parties that perform various required services such as transfer agents,
custodians and broker/dealers.
- Policies and procedures (including physical, electronic and procedural
safeguards) are in place that are designed to protect the confidentiality of
such information.
- We reserve the right to change our Privacy Policy at any time upon proper
notification to you. Customers may want to review our Policy periodically for
changes by accessing the link on our homepage: www.eatonvance.com.
Our pledge of privacy applies to the following entities within the Eaton Vance
organization: the Eaton Vance Family of Funds, Eaton Vance Management, Eaton
Vance Investment Counsel, Boston Management and Research, and Eaton Vance
Distributors, Inc.
In addition, our Privacy Policy only applies to those Eaton Vance customers who
are individuals and who have a direct relationship with us. If a customer's
account (i.e., fund shares) is held in the name of a third-party financial
adviser/broker-dealer, it is likely that only such adviser's privacy policies
apply to the customer. This notice supersedes all previously issued privacy
disclosures.
For more information about Eaton Vance's Privacy Policy, please call
1-800-262-1122.
DELIVERY OF SHAREHOLDER DOCUMENTS. The Securities and Exchange Commission
permits funds to deliver only one copy of shareholder documents, including
prospectuses, proxy statements and shareholder reports, to fund investors with
multiple accounts at the same residential or post office box address. This
practice is often called "householding" and it helps eliminate duplicate
mailings to shareholders.
EATON VANCE, OR YOUR FINANCIAL ADVISER, MAY HOUSEHOLD THE MAILING OF YOUR
DOCUMENTS INDEFINITELY UNLESS YOU INSTRUCT EATON VANCE, OR YOUR FINANCIAL
ADVISER, OTHERWISE.
If you would prefer that your Eaton Vance documents not be householded, please
contact Eaton Vance at 1-800-262-1122, or contact your financial adviser.
Your instructions that householding not apply to delivery of your Eaton Vance
documents will be effective within 30 days of receipt by Eaton Vance or your
financial adviser.
PORTFOLIO HOLDINGS. Each Eaton Vance Fund and its underlying Portfolio (if
applicable) will file a schedule of its portfolio holdings on Form N-Q with the
Securities and Exchange Commission for the first and third quarters of each
fiscal year. The Form N-Q will be available on the Eaton Vance website
www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR
database on the Securities and Exchange Commision's website at www.sec.gov. Form
N-Q may also be reviewed and copied at the SEC's public reference room in
Washington, D.C. (call 1-800-732-0330 for information on the operation of the
public reference room).
PROXY VOTING. 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 (if applicable) 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 and information on how the Funds or
Portfolios voted proxies relating to Portfolio securities during the 12 month
period ended June 30, without charge, upon request, by calling 1-800-262-1122.
This description is also available on the Securities and Exchange Commission's
website at www.sec.gov.
<Page>
EATON VANCE VT WORLDWIDE HEALTH SCIENCES FUND as of December 31, 2004
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
[PHOTO OF SAMUEL D. ISALY]
Samuel D. Isaly
Portfolio Manger
THE FUND
Performance for the Past Year
- - During the 12 months ended December 31, 2004, the Fund's shares had a total
return of 6.24%.(1) This return was the result of an increase in net asset
value to $11.24 on December 31, 2004, from $10.58 on December 31, 2003.
- - The Fund underperformed its peer group, the Lipper Health/Biotechnology Fund
Classification, which had an average return of 9.12% for the 12 months ended
December 31, 2004.(2) Because the health care sector's performance lagged that
of the broader market, the Fund's performance also lagged its benchmark
indices, the S&P 500 Index, which returned 10.87%, and the Morgan Stanley
Capital International Europe, Australasia and Far East Index, which returned
20.25%.
MANAGEMENT DISCUSSION
- - The health care sector had positive returns during 2004, but performance
slowed considerably from the prior year. Although industry fundamentals
remained generally healthy, investors shied away from big pharmaceutical
companies, which struggled, and smaller biotech companies, which were more
volatile.
- - Large, established biotechnology companies led the sector's returns, with
solid financial results and generally positive news on product development and
sales. In the first half of the year, both the flow of product news and the
rate of new product approvals were strong. The FDA approved 16 New Molecular
Entities (innovative new products) in the first six months of the year,
compared with 21 for all of 2003.
- - In the second half, big pharmaceuticals were hurt by news that a large
pharmaceutical company had recalled its arthritis drug on concerns about heart
attack and stroke risks. In addition, the market's valuation for health care
stocks was compressed, relative to earnings. While earnings per share grew at
a rate of approximately 20% for many large biotech and pharmaceutical
companies, price per share increases were 10% or less.
- - The Fund's policy of investing in a worldwide and diversified portfolio of
health care stocks for long-term capital growth caused it to underperform its
broad benchmark indexes, which reflect U.S. and international stocks in all
industry sectors -- many of which outperformed the health care sector. The
Fund's performance during the period was helped by its investments in large
global biotechnology companies, which led the sector's annual returns,
including one that focuses on hematology, oncology, and inflammation
treatments, and another that focuses on treating genetic disorders, renal
disease, osteoarthritis, and organ transplants.
- - Other large pharmaceuticals detracted from the Fund's returns, including one
high-profile company known for its previous success with an erectile
dysfunction drug, and another that declined on fears that its recall of diet
drugs years earlier could result in potential litigation.
- - In the emerging biotechnology group, a company that makes drugs for cancer,
pain, and hormone-related health issues, detracted from performance, as did a
firm that is developing small molecule drugs and has a number of products in
the clinical and preclinical development stages. These products are intended
to treat bone and mineral disorders, gastrointestinal disorders, and problems
with the central nervous system.
- - We believe that the relatively lackluster growth in stock price appreciation
relative to earnings growth can create opportunity for the future, as we feel
stock prices should eventually reflect the strong underlying fundamentals that
many companies in the health care sector possess.
THE VIEWS EXPRESSED THROUGHOUT 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 THE INVESTMENT ADVISER DISCLAIMS ANY RESPONSIBILITY TO
UPDATE SUCH VIEWS. THESE VIEWS MAY NOT BE RELIED ON AS INVESTMENT ADVICE AND,
BECAUSE INVESTMENT DECISIONS FOR A FUND ARE BASED ON MANY FACTORS, MAY NOT BE
RELIED ON AS AN INDICATION OF TRADING INTENT ON BEHALF OF ANY EATON VANCE FUND.
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. RETURNS ARE HISTORICAL AND
ARE CALCULATED BY DETERMINING THE PERCENTAGE CHANGE IN NET ASSET VALUE WITH ALL
DISTRIBUTIONS REINVESTED. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE
SO THAT SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST. PERFORMANCE IS FOR THE STATED TIME PERIOD ONLY; DUE TO MARKET VOLATILITY,
THE FUND'S CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN QUOTED. FOR
PERFORMANCE AS OF THE MOST RECENT MONTH-END, PLEASE REFER TO www.eatonvance.com.
(1) These returns do not include insurance-related charges. Please refer to the
report for your insurance contract for performance data reflecting
insurance-related charges. There is no sales charge.
(2) It is not possible to invest directly in an Index or a Lipper
Classification. The Index's total return does not reflect commissions or
expenses that would have been incurred if an investor individually purchased
or sold the securities represented in the Index.
FUND SHARES ARE NOT INSURED BY THE FDIC AND ARE NOT DEPOSITS OR OTHER
OBLIGATIONS OF, OR GUARANTEED BY, ANY DEPOSITORY INSTITUTION. SHARES ARE SUBJECT
TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTED.
2
<Page>
EATON VANCE VT WORLDWIDE HEALTH SCIENCES FUND as of December 31, 2004
PORTFOLIO INFORMATION
TOP TEN HOLDINGS*
As a percentage of the Fund's net assets
<Table>
Novartis AG 7.5%
Genzyme Corp. 6.2
Amgen, Inc. 6.1
Pfizer, Inc. 5.0
Biogen Idec, Inc. 4.6
Schering-Plough Corp. 4.5
Takeda Chemical Industries, Ltd. 4.3
MedImmune, Inc. 4.1
Altana AG 4.0
Eli Lilly & Co. 3.9
</Table>
* Top Ten Holdings represented 50.2% of total net assets as of December 31,
2004. Holdings are subject to change due to active management
[CHART]
ASSET CAPITALIZATION+
As a percentage of the Fund's net assets
<Table>
Specialty Capitalization 29.0%
Major Capitalization 67.7%
Short-Term and Other 3.3%
</Table>
[CHART]
REGIONAL DISTRIBUTION+
As a percentage of the Fund's net assets
<Table>
North America 72.5%
Europe 16.3%
Far East 11.2%
</Table>
+ As of December 31, 2004. Portfolio information may not be representative of
the Fund's current or future investments and may change due to active
management.
3
<Page>
EATON VANCE VT WORLDWIDE HEALTH SCIENCES FUND as of December 31, 2004
PERFORMANCE
The line graph and table set forth below provide information about the Fund's
performance. The line graph compares the performance of the Fund with that of
the S&P 500 Index, a broad-based, unmanaged market index commonly used as a
measure of overall U.S. stock market performance, and the Morgan Stanley
Capital International (MSCI) Europe, Australasia, and Far East (EAFE) Index, a
broad-based index of common stocks traded in foreign markets. The lines on the
graph represent the total returns of a hypothetical investment of $10,000 in
each of Fund shares and the S&P 500 Index and MSCI EAFE Index. Fund returns are
presented at net asset value. The performance presented below does not reflect
the deduction of insurance-related charges or of taxes, if any, that a
shareholder would pay on distributions or redemptions of Fund shares.
PERFORMANCE
<Table>
Average Annual Total Returns at Net Asset Value
One Year 6.24%
Life of Fund+ 3.24%
</Table>
+ Inception Date - 5/2/01
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. RETURNS ARE HISTORICAL AND
ARE CALCULATED BY DETERMINING THE PERCENTAGE CHANGE IN NET ASSET VALUE OR
OFFERING PRICE (AS APPLICABLE) WITH ALL DISTRIBUTIONS REINVESTED. INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO THAT SHARES, WHEN REDEEMED, MAY BE
WORTH MORE OR LESS THAN THEIR ORIGINAL COST. PERFORMANCE IS FOR THE STATED TIME
PERIOD ONLY; DUE TO MARKET VOLATILITY, THE FUND'S CURRENT PERFORMANCE MAY BE
LOWER OR HIGHER THAN THE QUOTED RETURN. FOR PERFORMANCE AS OF THE MOST RECENT
MONTH-END, PLEASE REFER TO www.eatonvance.com.
[CHART]
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN EATON VANCE VT
WORLDWIDE HEALTH SCIENCES FUND VS. THE STANDARD & POOR'S 500 INDEX AND THE
MORGAN STANLEY EAFE INDEX*
May 31, 2001- December 31, 2004
VARIABLE TRUST WORLDWIDE HEALTH SCIENCES FUND
Inception: 5/2/01
<Table>
<Caption>
EATON VANCE VT S&P MORGAN STANLEY
WORLDWIDE HEALTH 500 EAFE
DATE SCIENCES FUND INDEX INDEX
5/31/2001 10,000 10000 10,000
6/30/2001 10020 9756.7 9,591
7/31/2001 10040 9660.62 9,417
8/31/2001 10050 9056.45 9,178
9/30/2001 10360 8325.18 8,248
10/31/2001 10880 8484.03 8,460
11/30/2001 11440 9134.64 8,771
12/31/2001 11590 9214.72 8,824
1/31/2002 10740 9080.32 8,355
2/28/2002 10480 8905.16 8,413
3/31/2002 10580 9240.12 8,868
4/30/2002 9610 8680.16 8,927
5/31/2002 9270 8616.43 9,040
6/30/2002 8610 8002.9 8,680
7/31/2002 8230 7379.22 7,823
8/31/2002 8070 7427.54 7,806
9/30/2002 7510 6621.04 6,967
10/31/2002 8190 7203.25 7,342
11/30/2002 8470 7626.8 7,675
12/31/2002 8140 7178.98 7,417
1/31/2003 8150 6991.28 7,107
2/28/2003 7800 6886.22 6,944
3/31/2003 8150 6952.89 6,808
4/30/2003 8710 7525.34 7,475
5/31/2003 9820 7921.45 7,928
6/30/2003 9820 8022.64 8,120
7/31/2003 10350 8164.16 8,316
8/31/2003 10030 8323.06 8,517
9/30/2003 10090 8234.94 8,780
10/31/2003 10140 8700.55 9,327
11/30/2003 10080 8777.01 9,534
12/31/2003 10580 9237 10,279
1/31/2004 10970 9406.52 10,424
2/29/2004 11120 9537.23 10,665
3/31/2004 10850 9393.36 10,725
4/30/2004 11100 9246.1 10,482
5/31/2004 10980 9372.72 10,518
6/30/2004 10980 9554.92 10,748
7/31/2004 10410 9238.72 10,399
8/31/2004 10470 9275.82 10,445
9/30/2004 10630 9376.22 10,718
10/31/2004 10370 9519.46 11,084
11/30/2004 10480 9904.51 11,841
12/31/2004 11240 10241.44 12,360
</Table>
* SOURCE: THOMSON FINANCIAL. INVESTMENT OPERATIONS COMMENCED 5/2/01.
THE INDEXES' TOTAL RETURNS DO NOT REFLECT COMMISSIONS OR EXPENSES THAT WOULD
HAVE BEEN INCURRED IF AN INVESTOR INDIVIDUALLY PURCHASED OR SOLD THE
SECURITIES REPRESENTED IN AN INDEX. IT IS NOT POSSIBLE TO INVEST DIRECTLY IN
AN INDEX.
4
<Page>
EATON VANCE VT WORLDWIDE HEALTH SCIENCES FUND as of December 31, 2004
FUND EXPENSES
EXAMPLE: As a shareholder of the Fund, you incur ongoing costs, including
transaction costs; management fees; distribution or service fees; and other Fund
expenses. This Example is intended to help you understand your ongoing costs (in
dollars) of investing in the Fund and to compare these costs with the ongoing
costs of investing in other mutual funds. The Example is based on an investment
of $1,000 invested at the beginning of the period and held for the entire period
(July 1, 2004 - December 31, 2004).
ACTUAL EXPENSES: The first section of the table below provides information about
actual account values and actual expenses. You may use the information in this
line, together with the amount you invested, to estimate the expenses that you
paid over the period. Simply divide your account value by $1,000 (for example,
an $8,600 account value divided by $1,000 = 8.6), then multiply the result by
the number in the first line under the heading entitled "Expenses Paid During
Period" to estimate the expenses you paid on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES: The second section of the table
below provides information about hypothetical account values and hypothetical
expenses based on the actual Fund expense ratio and an assumed rate of return of
5% per year (before expenses), which is not the actual return of the Fund. The
hypothetical account values and expenses may not be used to estimate the actual
ending account balance or expenses you paid for the period. You may use this
information to compare the ongoing costs of investing in your Fund and other
funds. To do so, compare this 5% hypothetical example with the 5% hypothetical
examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as
insurance-related charges, sales charges (loads) or redemption fees (if
applicable). Therefore, the second section of the table is useful in comparing
ongoing costs only, and will not help you determine the relative total costs of
owning different funds. In addition, if these transactional costs were included,
your costs would have been higher.
EATON VANCE VT WORLDWIDE HEALTH SCIENCES FUND
<Table>
<Caption>
BEGINNING ACCOUNT VALUE ENDING ACCOUNT VALUE EXPENSES PAID DURING PERIOD*
(7/1/04) (12/31/04) (7/1/04 - 12/31/04)
-----------------------------------------------------------------------------------------------------------
Actual $ 1,000.00 $ 1,023.68 $ 9.31
Hypothetical
(5% return per year
before expenses) $ 1,000.00 $ 1,015.90 $ 9.27
</Table>
* Expenses are equal to the Fund's annualized expense ratio of 1.83%
multiplied by the average account value over the period, multiplied by
184/366 (to reflect the one-half year period). The example assumes that
the $1,000 was invested at the net asset value per share determined at
the close of business on June 30, 2004. Returns do not include
insurance-related charges.
5
<Page>
EATON VANCE VT WORLDWIDE HEALTH SCIENCES FUND as of December 31, 2004
PORTFOLIO OF INVESTMENTS
COMMON STOCKS -- 96.68%
<Table>
<Caption>
PERCENTAGE OF
SECURITY SHARES VALUE NET ASSETS
- ----------------------------------------------------------------------------------
MAJOR CAPITALIZATION-EUROPE -- 14.99%(1)
Altana AG 18,000 $ 1,133,129 4.02%
Novartis AG 42,000 2,113,666 7.49%
Serono SA, Class B 1,500 982,491 3.48%
- ----------------------------------------------------------------------------------
$ 4,229,286 14.99%
- ----------------------------------------------------------------------------------
MAJOR CAPITALIZATION-FAR EAST -- 11.20%(1)
Chugai Pharmaceuticals Co., Ltd. 53,000 $ 877,137 3.11%
Fujisawa Pharmaceutical Co., Ltd. 39,000 1,070,057 3.79%
Takeda Chemical Industries, Ltd. 24,000 1,211,795 4.30%
- ----------------------------------------------------------------------------------
$ 3,158,989 11.20%
- ----------------------------------------------------------------------------------
MAJOR CAPITALIZATION-NORTH AMERICA -- 41.54%(1)
Amgen, Inc.(3) 26,700 $ 1,712,805 6.07%
Biogen Idec, Inc.(3) 19,600 1,305,556 4.63%
Genentech, Inc.(3) 20,000 1,088,800 3.86%
Genzyme Corp.(3) 30,000 1,742,100 6.18%
Lilly (Eli) & Co. 19,400 1,100,950 3.90%
MedImmune, Inc.(3) 42,500 1,152,175 4.08%
Pfizer, Inc. 53,000 1,425,170 5.05%
Schering-Plough Corp. 61,000 1,273,680 4.52%
Wyeth 21,500 915,685 3.25%
- ----------------------------------------------------------------------------------
$ 11,716,921 41.54%
- ----------------------------------------------------------------------------------
SPECIALTY CAPITALIZATION-EUROPE -- 1.35%(2)
Acambis plc(3) 64,000 $ 307,663 1.09%
Berna Biotech AG(3) 8,500 74,352 0.26%
- ----------------------------------------------------------------------------------
$ 382,015 1.35%
- ----------------------------------------------------------------------------------
SPECIALTY CAPITALIZATION-NORTH AMERICA -- 27.60%(2)
Abgenix, Inc.(3) 43,000 $ 444,620 1.58%
Affymetrix, Inc.(3) 29,000 1,059,950 3.76%
Biovail Corp.(3) 22,000 363,660 1.29%
Enzon Pharmaceuticals, Inc.(3) 32,000 439,040 1.56%
Exelixis, Inc.(3) 33,000 313,500 1.11%
Gen-Probe, Inc.(3) 22,500 1,017,225 3.61%
Human Genome Sciences, Inc.(3) 55,500 667,110 2.36%
IVAX Corp.(3) 19,400 306,908 1.09%
Ligand Pharmaceuticals, Inc., Class B(3) 42,000 490,100 1.74%
NPS Pharmaceuticals, Inc.(3) 34,800 636,144 2.25%
OSI Pharmaceuticals, Inc.(3) 13,000 $ 973,050 3.45%
Savient Pharmaceuticals, Inc.(3) 45,000 121,950 0.43%
Tanox, Inc.(3) 30,000 456,000 1.62%
Transkaryotic Therapies, Inc.(3) 19,500 495,105 1.75%
- ----------------------------------------------------------------------------------
$ 7,784,362 27.60%
- ----------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(identified cost $24,729,016) $ 27,271,573
- ----------------------------------------------------------------------------------
</Table>
COMMERCIAL PAPER -- 1.13%
<Table>
<Caption>
PRINCIPAL
AMOUNT PERCENTAGE OF
SECURITY (000'S OMITTED) VALUE NET ASSETS
- ----------------------------------------------------------------------------------
Ranger Funding Co., 2.15%, 1/3/05 $ 319 $ 318,962 1.13%
- ----------------------------------------------------------------------------------
TOTAL COMMERCIAL PAPER
(at amortized cost, $318,962) $ 318,962
- ----------------------------------------------------------------------------------
</Table>
SHORT-TERM INVESTMENTS -- 2.00%
<Table>
<Caption>
PRINCIPAL
AMOUNT PERCENTAGE OF
SECURITY (000'S OMITTED) VALUE NET ASSETS
- ----------------------------------------------------------------------------------
Investors Bank and Trust Company
Time Deposit, 2.25%, 1/3/05 $ 564 $ 564,000 2.00%
- ----------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS
(at amortized cost, $564,000) $ 564,000
- ----------------------------------------------------------------------------------
TOTAL INVESTMENTS
(identified cost $25,611,978) $ 28,154,535 99.81%
- ----------------------------------------------------------------------------------
OTHER ASSETS, LESS LIABILITIES $ 53,478 0.19%
- ----------------------------------------------------------------------------------
NET ASSETS $ 28,208,013 100.00%
- ----------------------------------------------------------------------------------
</Table>
(1) Major capitalization is defined as market value of $5 billion or more.
(2) Specialty capitalization is defined as market value of less than $5
billion.
(3) Non-income producing security.
SEE NOTES TO FINANCIAL STATEMENTS
6
<Page>
EATON VANCE VT WORLDWIDE HEALTH SCIENCES FUND as of December 31, 2004
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 2004
<Table>
ASSETS
Investments, at value (identified cost, $25,611,978) $ 28,154,535
Cash 635
Receivable for investments sold 42,624
Receivable for Fund shares sold 30,779
Dividends and interest receivable 4,368
Tax reclaim receivable 6,930
- ------------------------------------------------------------------------------
TOTAL ASSETS $ 28,239,871
- ------------------------------------------------------------------------------
LIABILITIES
Payable for investments purchased $ 11,383
Payable for Fund shares redeemed 893
Payable to affiliate for Trustees' fees 333
Accrued expenses 19,249
- ------------------------------------------------------------------------------
TOTAL LIABILITIES $ 31,858
- ------------------------------------------------------------------------------
NET ASSETS FOR 2,509,064 SHARES OF BENEFICIAL INTEREST
OUTSTANDING $ 28,208,013
- ------------------------------------------------------------------------------
SOURCES OF NET ASSETS
Paid-in capital $ 25,746,670
Accumulated net realized loss (computed on the basis
of identified cost) (81,906)
Net unrealized appreciation (computed on the basis
of identified cost) 2,543,249
- ------------------------------------------------------------------------------
TOTAL $ 28,208,013
- ------------------------------------------------------------------------------
NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($28,208,013 DIVIDED BY 2,509,064 SHARES OF BENEFICIAL
INTEREST OUTSTANDING) $ 11.24
- ------------------------------------------------------------------------------
</Table>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2004
<Table>
INVESTMENT INCOME
Dividends (net of foreign taxes, $9,859) $ 161,861
Interest 25,275
- ------------------------------------------------------------------------------
TOTAL INVESTMENT INCOME $ 187,136
- ------------------------------------------------------------------------------
EXPENSES
Investment adviser fee $ 281,541
Administration fee 67,120
Trustees' fees and expenses 1,077
Service fees 67,120
Custodian fee 45,353
Legal and accounting services 29,175
Transfer and dividend disbursing agent fees 12,078
Miscellaneous 486
- ------------------------------------------------------------------------------
TOTAL EXPENSES $ 503,950
- ------------------------------------------------------------------------------
Deduct --
Reduction of custodian fee $ 12
- ------------------------------------------------------------------------------
TOTAL EXPENSE REDUCTIONS $ 12
- ------------------------------------------------------------------------------
NET EXPENSES $ 503,938
- ------------------------------------------------------------------------------
NET INVESTMENT LOSS $ (316,802)
- ------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss)--
Investment transactions (identified cost basis) $ 1,172,427
Foreign currency transactions (6,867)
- ------------------------------------------------------------------------------
NET REALIZED GAIN $ 1,165,560
- ------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation)--
Investments (identified cost basis) $ 666,767
Foreign currency (733)
- ------------------------------------------------------------------------------
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) $ 666,034
- ------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN $ 1,831,594
- ------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 1,514,792
- ------------------------------------------------------------------------------
</Table>
SEE NOTES TO FINANCIAL STATEMENTS
7
<Page>
STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
INCREASE (DECREASE) YEAR ENDED YEAR ENDED
IN NET ASSETS DECEMBER 31, 2004 DECEMBER 31, 2003
- -------------------------------------------------------------------------------------------
From operations--
Net investment loss $ (316,802) $ (245,575)
Net realized gain (loss)from investment and
foreign currency transactions 1,165,560 (816,595)
Net change in unrealized appreciation
(depreciation) from investments and
foreign currency 666,034 5,044,883
- -------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 1,514,792 $ 3,982,713
- -------------------------------------------------------------------------------------------
Transactions in shares of beneficial interest--
Proceeds from sale of shares $ 7,695,207 $ 10,563,311
Cost of shares redeemed (5,286,085) (3,347,894)
- -------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM
FUND SHARE TRANSACTIONS $ 2,409,122 $ 7,215,417
- -------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS $ 3,923,914 $ 11,198,130
- -------------------------------------------------------------------------------------------
NET ASSETS
At beginning of year $ 24,284,099 $ 13,085,969
- -------------------------------------------------------------------------------------------
AT END OF YEAR $ 28,208,013 $ 24,284,099
- -------------------------------------------------------------------------------------------
</Table>
SEE NOTES TO FINANCIAL STATEMENTS
8
<Page>
FINANCIAL HIGHLIGHTS
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
--------------------------------------------------
2004(1) 2003(1) 2002(1) 2001(1)(2)
- -------------------------------------------------------------------------------------------------------
Net asset value -- Beginning of year $ 10.580 $ 8.140 $ 11.590 $ 10.000
- -------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS
Net investment loss $ (0.127) $ (0.141) $ (0.150) $ (0.213)
Net realized and unrealized gain (loss) 0.787 2.581 (3.300) 1.803
- -------------------------------------------------------------------------------------------------------
TOTAL INCOME (LOSS) FROM OPERATIONS $ 0.660 $ 2.440 $ (3.450) $ 1.590
- -------------------------------------------------------------------------------------------------------
NET ASSET VALUE -- END OF YEAR $ 11.240 $ 10.580 $ 8.140 $ 11.590
- -------------------------------------------------------------------------------------------------------
TOTAL RETURN(3) 6.24% 29.98% (29.77)% 15.90%
- -------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000's omitted) $ 28,208 $ 24,284 $ 13,086 $ 7,874
Ratios (As a percentage of average daily net assets):
Expenses 1.88% 2.19% 2.50% 3.80%(4)
Expenses after custodian fee reduction 1.88% 2.19% 2.50% 3.80%(4)
Net investment loss (1.18)% (1.48)% (1.70)% (2.90)%(4)
Portfolio Turnover 21% 29% 0%(5) 0%(5)
- -------------------------------------------------------------------------------------------------------
</Table>
(1) Net investment loss was computed using average shares outstanding.
(2) For the period from the start of business, May 2, 2001, to
December 31, 2001.
(3) Returns are historical and are calculated by determining the percentage
change in net asset value with all distributions reinvested. Total return
is not computed on an annualized basis.
(4) Annualized.
(5) Portfolio turnover is less than 1%.
SEE NOTES TO FINANCIAL STATEMENTS
9
<Page>
EATON VANCE VT WORLDWIDE HEALTH SCIENCES FUND as of December 31, 2004
NOTES TO FINANCIAL STATEMENTS
1 SIGNIFICANT ACCOUNTING POLICIES
Eaton Vance VT Worldwide Health Sciences Fund (the Fund) is a diversified series
of Eaton Vance Variable Trust (the Trust). The Trust is an entity of the type
commonly known as a Massachusetts business trust and is registered under the
Investment Company Act of 1940, as amended, as an open-end management investment
company. The Fund seeks long-term capital growth by investing in a global and
diversified portfolio of securities of health sciences companies. The Fund is
made available only to separate accounts issued by participating insurance
companies. The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its financial
statements. The policies are in conformity with accounting principles generally
accepted in the United States of America.
A INVESTMENT VALUATIONS -- Securities listed on a U.S. securities exchange
generally are valued at the last sale price on the day of valuation or, if no
sales took place on such date, at the mean between the closing bid and asked
prices therefore on the exchange where such securities are principally traded.
Equity securities listed on the NASDAQ National Market System generally are
valued at the official NASDAQ closing price. Unlisted or listed securities for
which closing sales prices or closing quotations are not available are valued at
the mean between the latest available bid and asked prices or, in the case of
preferred equity securities that are not listed or traded in the
over-the-counter market, by an independent pricing service. The value of
preferred equity securities that are valued by a pricing service on a bond basis
will be adjusted by an income factor, to be determined by the investment
adviser, to reflect the next anticipated regular dividend. Exchange-traded
options are valued at the last sale price for the day of valuation as quoted on
the principal exchange or board of trade on which the options are traded or, in
the absence of sales on such date, at the mean between the latest bid and asked
prices therefore. Futures positions on securities and currencies generally are
valued at closing settlement prices. Short-term debt securities with a remaining
maturity of 60 days or less are valued at amortized cost. If short-term debt
securities were acquired with a remaining maturity of more than 60 days, their
amortized cost value will be based on their value on the sixty-first day prior
to maturity. Other fixed income and debt securities, including listed securities
and securities for which price quotations are available, will normally be valued
on the basis of valuations furnished by a pricing service. The daily valuation
of foreign securities generally is determined as of the close of trading on the
principal exchange on which such securities trade. Events occurring after the
close of trading on foreign exchanges may result in adjustments to the valuation
of foreign securities to more accurately reflect their fair value as of the
close of regular trading on the New York Stock Exchange. The Fund may rely on an
independent fair valuation service in adjusting the valuations of foreign
securities. Foreign securities and currencies are valued in U.S. dollars, based
on foreign currency exchange rate quotations supplied by an independent
quotation service. Investments held by the Fund for which valuations or market
quotations are unavailable are valued at fair value using methods determined in
good faith by or at the direction of the Trustees of the Fund considering
relevant factors, data and information including the market value of freely
tradable securities of the same class in the principal market on which such
securities are normally traded.
B INCOME -- Interest income is determined on the basis of interest accrued,
adjusted for amortization of premium or accretion of discount. Dividend income
is recorded on the ex-dividend date for dividends received in cash and/or
securities. However, if the ex-dividend date has passed, certain dividends from
foreign securities are recorded as the Fund is informed of the ex-dividend date.
Withholding taxes on foreign dividends and capital gains have been provided for
in accordance with the Fund's understanding of the applicable countries' tax
rules and rates.
C FEDERAL TAXES -- The Fund's policy is to comply with the provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute to shareholders each year all of its taxable income, including any
net realized capital gains. Accordingly, no provision for federal income or
excise tax is necessary. At December 31, 2004, the Fund, for federal income tax
purposes had a capital loss carryover of $66,856, which will expire on December
31, 2011. This amount will reduce the Fund's taxable income arising from future
net realized gains on investments, if any, to the extent permitted by the
Internal Revenue Code and thus will reduce the amount of distributions to
shareholders which would otherwise be necessary to relieve the Fund of any
liability for federal income tax. During the year ended December 31, 2004,
capital loss carryovers of $731,943 were utilized to offset net realized gains.
D EXPENSE REDUCTION -- Investors Bank & Trust Company (IBT) serves as custodian
of 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 credit balances used to reduce the Fund's custodian fees
are reported as a reduction of total expenses in the Statement of Operations.
10
<Page>
E USE OF ESTIMATES -- The preparation of 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 revenue and expense during the reporting period. Actual
results could differ from those estimates.
F INDEMNIFICATIONS -- Under the Trust's organizational documents, its officers
and trustees may be indemnified against certain liabilities and expenses arising
out of the performance of their duties to the Fund and shareholders are
indemnified against personal liability for the obligations of the Trust.
Additionally, in the normal course of business, the Fund enters into agreements
with service providers that may contain 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.
G 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.
H FOREIGN CURRENCY TRANSLATION -- Investment valuations, other assets, and
liabilities initially expressed in foreign currencies are converted each
business day into U.S. dollars based upon current exchange rates. Purchases and
sales of foreign investment securities and income and expenses are converted
into U.S. dollars based upon currency exchange rates prevailing on the
respective dates of such transactions. Realized gains or losses on investment
transactions attributable to changes in foreign currency exchange rates are
recorded for financial statement purposes as net realized gains and losses on
investments. That portion of unrealized gains and losses on investments that
results from fluctuations in foreign currency exchange rates is not separately
disclosed.
I FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS -- The Fund may enter into forward
foreign currency exchange contracts for the purchase or sale of a specific
foreign currency at a fixed price on a future date. Risks may arise upon
entering these contracts from the potential inability of counterparties to meet
the terms of their contracts and from movements in the value of a foreign
currency relative to the U.S. dollar. The Fund will enter into forward contracts
for hedging purposes as well as nonhedging purposes. The forward foreign
currency exchange contracts are adjusted by the daily exchange rate of the
underlying currency and any gains and losses are recorded for financial
statement purposes as unrealized until such time as the contracts have been
closed.
J OTHER -- Investment transactions are accounted for on a trade date basis.
Realized gains and losses are computed based on the specific identification of
the securities sold.
2 DISTRIBUTIONS TO SHAREHOLDERS
It is the present policy of the Fund to make at least one distribution annually
(normally in December) of all or substantially all of its net investment income
and at least one distribution annually of all of its net realized capital gains.
Distributions are paid in the form of additional shares of the Fund unless an
election is made on behalf of a separate account to receive some or all of the
distribution in cash. Shareholders may reinvest all distributions in shares of
the Fund at the net asset value as of the close of business on the ex-dividend
date.
The Fund distinguishes between distributions on a tax basis and a financial
reporting basis. Accounting principles generally accepted in the United States
of America require that only 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.
During the year ended December 31, 2004, paid-in capital was decreased by
$323,669, accumulated net investment loss was decreased by $316,802, and
accumulated net realized loss was decreased by $6,867 primarily due to
differences between book and tax policies for net operating losses and foreign
currency gain/loss. This change had no effect on the net assets or the net asset
value per share.
As of December 31, 2004, the components of distributable earnings (accumulated
losses) on a tax basis were as follows:
<Table>
Capital loss carryforwards $ (66,856)
Net unrealized appreciation $ 2,528,199
</Table>
The temporary differences between book and tax basis distributable earnings
(accumulated losses) are due to wash sales.
11
<Page>
3 SHARES OF BENEFICIAL INTEREST
The Trust has an underwriting agreement relating to the Fund with Eaton Vance
Distributors, Inc. (EVD). The underwriting agreement presently provides that
EVD, through the Fund's transfer agent, accepts orders for shares at net asset
value and no sales commission or load is charged. EVD may, at its expense,
provide promotional incentives to dealers that sell variable insurance products.
The Fund's Declaration of Trust permits the Trustees to issue an unlimited
number of full and fractional shares of beneficial interest (without par value).
At December 31, 2004, separate accounts of two insurance companies owned 60% and
40%, respectively, of the Fund's shares outstanding. Transactions in Fund shares
were as follows:
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
--------------------------
2004 2003
- -------------------------------------------------------
Sales 711,324 1,055,089
Redemptions (497,128) (367,761)
- -------------------------------------------------------
NET INCREASE 214,196 687,328
- -------------------------------------------------------
</Table>
4 INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Pursuant to the Advisory Agreement, OrbiMed Advisors, LLC (OrbiMed) serves as
the Investment Adviser of the Fund. Under this agreement, OrbiMed receives a
monthly fee at the annual rate of 1% of the Fund's first $30 million in average
net assets, 0.90% of the next $20 million in average net assets, 0.75% of the
next $450 million in average net assets, and 0.70% of the next $500 million in
average net assets. The fee rate declines for net assets of $1 billion and
greater. In addition, effective May 1, 2002, OrbiMed's fee is subject to an
upward or downward performance fee adjustment of up to 0.25% of the average
daily net assets of the Fund based upon the investment performance of the Fund
compared to the Standard & Poor's Index of 500 Common Stocks over specified
periods. For the year ended December 31, 2004, the fee was equivalent to 1.05%
of the Fund's average daily net assets and amounted to $281,541.
Under an Administration Agreement between the Fund and its Administrator, Eaton
Vance Management (EVM), EVM manages and administers the affairs of the Fund. EVM
earns a monthly fee at the annual rate of 0.25% of average daily net assets. For
the year ended December 31, 2004, the administration fee was 0.25% of average
net assets and amounted to $67,120.
Except for Trustees of the Fund who are not members of the Adviser or EVM's
organization, officers and Trustees receive remuneration for their services to
the Fund out of such investment adviser and administration fees. Certain
officers and Trustees of the Fund are officers of the above organizations.
5 SERVICE FEES
The Fund has adopted a service plan that allows the Fund to pay service fees to
insurance companies for providing personal and/or account services to account
holders of insurance product separate accounts, which is equal to 0.25% of daily
average net assets. Service fees for the year ended December 31, 2004 amounted
to $67,120.
6 RISKS ASSOCIATED WITH FOREIGN INVESTMENTS
Investing in securities issued by companies whose principal business activities
are outside the United States may involve significant risks not present in
domestic investments. For example, there is generally less publicly available
information about foreign companies, particularly those not subject to the
disclosure and reporting requirements of the U.S. securities laws. Foreign
issuers are generally not bound by uniform accounting, auditing, and financial
reporting requirements and standards of practice comparable to those applicable
to domestic issuers. Investments in foreign securities also involve the risk of
possible adverse changes in investment or exchange control regulations,
expropriation or confiscatory taxation, limitation on the removal of funds or
other assets of the Fund, political or financial instability or diplomatic and
other developments which could affect such investments. Foreign stock markets,
while growing in volume and sophistication, are generally not as developed as
those in the United States, and securities of some foreign issuers (particularly
those in developing countries) may be less liquid and more volatile than
securities of comparable U.S. companies. In general, there is less overall
governmental supervision and regulation of foreign securities markets,
broker-dealers, and issuers than in the United States.
7 PURCHASES AND SALES OF INVESTMENTS
Purchases and sales of investments, other than short-term obligations,
aggregated $8,416,078 and $5,145,545, respectively, for the year ended December
31, 2004.
8 LINE OF CREDIT
The Fund participates with other portfolios and funds managed by EVM and its
affiliates in a $150 million unsecured line of credit agreement with a group of
banks.
12
<Page>
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, 2004.
9 FEDERAL INCOME TAX BASIS OF UNREALIZED APPRECIATION (DEPRECIATION)
The cost and unrealized appreciation (depreciation) in value of the investment
securities of the Fund at December 31, 2004, as computed on a federal income tax
basis, were as follows:
<Table>
AGGREGATE COST $ 25,627,028
- -------------------------------------------------------
Gross unrealized appreciation $ 5,069,260
Gross unrealized depreciation (2,541,753)
- -------------------------------------------------------
NET UNREALIZED APPRECIATION $ 2,527,507
- -------------------------------------------------------
</Table>
The net unrealized appreciation on foreign currency was $692 at December 31,
2004.
13
<Page>
EATON VANCE VT WORLDWIDE HEALTH SCIENCES FUND as of December 31, 2004
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustees and Shareholders
of Eaton Vance VT Worldwide Health Sciences Fund:
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 VT Worldwide Health
Sciences Fund, a series of Eaton Vance Variable Trust, (the "Fund") at December
31, 2004, and the results of its operations, the changes in its net assets and
the financial highlights for each of 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 the standards of the Public Company Accounting Oversight Board (United
States). Those standards 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, 2004 by
correspondence with the custodian and brokers, provide a reasonable basis for
our opinion.
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 16, 2005
14
<Page>
EATON VANCE VT WORLDWIDE HEALTH SCIENCES FUND
MANAGEMENT AND ORGANIZATION
FUND MANAGEMENT. The Trustees of Eaton Vance Variable 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 Corp., "EV" refers to Eaton Vance, Inc., "EVM" refers to
Eaton Vance Management, "BMR" refers to Boston Management and Research, "EVD"
refers to Eaton Vance Distributors, Inc., and "Lloyd George" refers to Lloyd
George Investment Management (Bermuda) Limited. 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 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
James B. Hawkes Trustee Since 2000 Chairman, President and Chief 194 Director Of EVC
11/9/41 and President Executive Officer of BMR,
EVC,EVM and EV; Director of EV;
Vice President and Director
of EVD. Trustee and/or officer of
194 registered investment
companies in the Eaton
Vance Fund Complex. Mr.Hawkes
is an interested person because
of his positions with BMR,
EVM, EVC and EV, which are
affiliates of the Fund.
Noninterested
Trustee(s)
Samuel L. Hayes, III Trustee Since 2000 Jacob H. Schiff Professor of 194 Director of Tiffany & Co.
2/23/35 Investment Banking (specialty retailer) and
Emeritus,Harvard University Telect, Inc.
Graduate School of Business (telecommunication
Administration. services company)
William H. Park Trustee Since 2003 President and Chief Executive 194 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 194 None
7/10/40 University Law Center
(since 1999). Tax Partner,
Covington & Burling, Washington,
DC(1991-2000).
Norton H. Reamer Trustee Since 2000 President, Chief Executive 194 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 2000 Professor of Law, University of 194 None
9/14/57 California at Los Angeles School
of Law (since July 2001).
Formerly, Professor of
Law, Georgetown University Law
Center.
</Table>
15
<Page>
Principal Officers who are not Trustees
<Table>
<Caption>
TERM OF
POSITION OFFICE AND
NAME AND WITH THE LENGTH OF PRINCIPAL OCCUPATION(S)
DATE OF BIRTH TRUST SERVICE DURING PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
Arieh Coll Vice President Since 2004 Vice President of EVM and BMR. Officer of 7 registered investment
11/9/63 companies managed by EVM and BMR.
Thomas P. Huggins Vice President Since 2000 Vice President of EVM and BMR. Officer of 7 registered investment
3/7/66 companies managed by EVM and BMR.
Samuel D. Isaly Vice President Since 2000 Managing Partner of OrbiMed Advisors LLC. Officer of 3 registered
3/12/45 investment companies managed by EVM or BMR.
Scott H. Page Vice President Since 2000 Vice President of EVM and BMR. Officer of 14 registered investment
11/30/59 companies managed by EVM or BMR.
Jacob Rees-Mogg Vice President Since 2000 Investment Manager of Lloyd George. Officer of 3 registered investment
5/24/69 companies managed by EVM and BMR.
Duncan W. Richardson Vice President Since 2000 Senior Vice President and Chief Equity Investment Officer of EVM and BMR.
10/26/57 Officer of 45 registered investment companies managed by EVM or BMR.
Payson F. Swaffield Vice President Since 2000 Vice President of EVM and BMR. Officer of 14 registered investment
8/13/56 companies managed by EVM or BMR.
Michael Weilheimer Vice President Since 2000 Vice President of EVM and BMR. Officer of 11 registered investment
2/11/61 companies managed by EVM or BMR.
Alan R. Dynner
10/10/40 Secretary Since 2000 Vice President, Secretary and Chief Legal Officer of BMR, EVM, EVD, EV and
EVC. Officer of 194 registered investment companies managed by EVM or BMR.
James L. O'Connor Treasurer Since 2000 Vice President of BMR, EVM and EVD. Officer of 116 registered investment
4/1/45 companies managed by EVM or BMR.
Paul M. O'Neil Chief Since 2004 Vice President of EVM and BMR. Officer of 194 registered investment
7/11/53 Compliance companies managed by EVM or BMR.
Officer
</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.
16
<Page>
ADMINISTRATOR OF EATON VANCE VT WORLDWIDE HEALTH SCIENCES FUND
EATON VANCE MANAGEMENT
The Eaton Vance Building
255 State Street
Boston, MA 02109
ADVISER OF EATON VANCE VT WORLDWIDE HEALTH SCIENCES FUND
ORBIMED ADVISORS LLC
767 3rd Avenue
New York, NY 10017
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
INVESTORS BANK & TRUST COMPANY
200 Clarendon Street
Boston, MA 02116
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PRICEWATERHOUSECOOPERS LLP
125 High Street
Boston, MA 02110
EATON VANCE VT WORLDWIDE HEALTH SCIENCES FUND
THE EATON VANCE BUILDING
255 State Street
Boston, MA 02109
This report must be preceded or accompanied by a current prospectus. Before
investing, investors should consider carefully the Fund's investment
objective(s), risks, and charges and expenses. The Fund's current prospectus
contains this and other information about the Fund and is available through your
financial advisor. Please read the prospectus carefully before you invest or
send money. For further information please call 1-800-225-6265.
<Page>
VTHSSRC
<Page>
This Page Intentionally Left Blank
<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 (investment management
firm). Previously, he served as Executive Vice President and Chief Financial
Officer of United Asset Management Corporation ("UAM") (a holding company owning
institutional investment management firms). Mr. Hayes is the Jacob H. Schiff
Professor of Investment Banking Emeritus of the Harvard University Graduate
School of Business Administration. Mr. Reamer is the President, Chief Executive
Officer and a Director of Asset Management Finance Corp. (a specialty finance
company serving the investment management industry) and is President of Unicorn
Corporation (an investment and financial advisory services company). Formerly,
Mr. Reamer was Chairman of Hellman, Jordan Management Co., Inc. (an investment
management company) and Advisory Director of Berkshire Capital Corporation (an
investment banking firm), Chairman of the Board of UAM and Chairman, President
and Director of the UAM Funds (mutual funds).
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a)-(d)
The following table presents aggregate fees billed to the registrant for the
fiscal years ended December 31, 2003, and December 31, 2004 by the registrant's
principal accountant for professional services rendered for the audit of the
registrant's annual financial statements and fees billed for other services
rendered by the principal accountant during those periods.
EATON VANCE VT FLOATING-RATE FUND
<Table>
<Caption>
FISCAL YEARS ENDED 12/31/03 12/31/04
- -------------------------------------------------------------------------------
Audit Fees $ 21,140 $ 24,516
Audit-Related Fees(1) $ 0 $ 0
Tax Fees(2) $ 6,000 $ 6,100
All Other Fees(3) $ 0 $ 0
---------- ----------
Total $ 27,140 $ 30,616
========== ==========
</Table>
EATON VANCE VT WORLD WIDE HEALTH SCIENCES FUND
<Table>
<Caption>
FISCAL YEARS ENDED 12/31/03 12/31/04
- -------------------------------------------------------------------------------
Audit Fees $ 21,100 $ 22,050
Audit-Related Fees(1) $ 0 $ 0
Tax Fees(2) $ 2,850 $ 2,925
All Other Fees(3) $ 0 $ 0
---------- ----------
Total $ 23,950 $ 24,975
========== ==========
</Table>
<Page>
(1) Audit-related fees consist of the aggregate fees billed for assurance and
related services that are reasonably related to the performance of the audit of
the registrant's financial statements and are not reported under the category of
audit fees.
(2) Tax fees consist of the aggregate fees billed for professional services
rendered by the principal accountant relating to tax compliance, tax advice, and
tax planning and specifically include fees for tax return preparation.
(3) All other fees consist of the aggregate fees billed for products and
services provided by the registrant's principal accountant other than audit,
audit-related, and tax services.
(e)(1) The registrant's audit committee has adopted policies and procedures
relating to the pre-approval of services provided by the registrant's principal
accountant (the "Pre-Approval Policies"). The Pre-Approval Policies establish a
framework intended to assist the audit committee in the proper discharge of its
pre-approval responsibilities. As a general matter, the Pre-Approval Policies
(i) specify certain types of audit, audit-related, tax, and other services
determined to be pre-approved by the audit committee; and (ii) delineate
specific procedures governing the mechanics of the pre-approval process,
including the approval and monitoring of audit and non-audit service fees.
Unless a service is specifically pre-approved under the Pre-Approval Policies,
it must be separately pre-approved by the audit committee.
The Pre-Approval Policies and the types of audit and non-audit services
pre-approved therein must be reviewed and ratified by the registrant's audit
committee at least annually. The registrant's audit committee maintains full
responsibility for the appointment, compensation, and oversight of the work of
the registrant's principal accountant.
(e)(2) No services described in paragraphs (b)-(d) above were approved by the
registrant's audit committee pursuant to the "de minimis exception" set forth in
Rule 2-01 (c)(7)(i)(C) of Regulation S-X.
(f) Not applicable.
(g) The following table presents (i) the aggregate non-audit fees (i.e., fees
for audit-related, tax, and other services) billed to the registrant by the
registrant's principal accountant for the last two fiscal years of the
registrant; and (ii) the aggregate non-audit fees (i.e., fees for audit-related,
tax, and other services) billed to the Eaton Vance organization by the
registrant's principal accountant for the last two fiscal years of the
registrant.
<Table>
<Caption>
FISCAL YEARS ENDED 12/31/03 12/31/04
- ------------------------------------------------------------------------------------------------------------------------
PRICEWATERHOUSECOOPERS DELOITTE & TOUCHE PRICEWATERHOUSECOOPERS DELOITTE & TOUCHE
LLP LLP LLP LLP
REGISTRANT(1) $ 2,850 $ 6,000 $ 2,925 $ 6,100
EATON VANCE(2) $ 0 $ 479,858 $ 84,490 $ 334,713
TOTAL $ 2,850 $ 485,858 $ 87,415 $ 340,813
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(1) The investment adviser to the registrant, as well as any of its affiliates
that provide ongoing services to the registrant, are subsidiaries of Eaton
Vance Corp.
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(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
Please see schedule of investments contained in the Report to Stockholders
included under Item 1 of this Form N-CSR.
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.
Effective February 7, 2005, the Governance Committee of the Board of Trustees
revised the procedures by which a Fund's shareholders may recommend nominees to
the registrant's Board of Trustees to add the following (highlighted):
The Governance Committee shall, when identifying candidates for the position of
Independent Trustee, consider any such candidate recommended by a shareholder of
a Fund if such recommendation contains (i)sufficient background information
concerning the candidate, INCLUDING EVIDENCE THE CANDIDATE IS WILLING TO SERVE
AS AN INDEPENDENT TRUSTEE IF SELECTED FOR THE POSITION; AND (ii) is received in
a sufficiently timely manner (and in any event no later than the date specified
for receipt of shareholder proposals in any applicable proxy statement with
respect to a Fund). Shareholders shall be directed to address any such
recommendations IN WRITING to the attention of the Governance Committee, c/o the
Secretary of the Fund. THE SECRETARY SHALL RETAIN COPIES OF ANY SHAREHOLDER
RECOMMENDATIONS WHICH MEET THE FOREGOING REQUIREMENTS FOR A PERIOD OF NOT MORE
THAN 12 MONTHS FOLLOWING RECEIPT. THE SECRETARY SHALL HAVE NO OBLIGATION TO
ACKNOWLEDGE RECEIPT OF ANY SHAREHOLDER RECOMMENDATIONS.
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 second fiscal quarter of the period covered by
this report that has materially affected, or is reasonably likely to materially
affect the registrant's internal control over financial reporting.
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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.
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 VARIABLE TRUST
By: /s/James B. Hawkes
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James B. Hawkes
President
Date: February 16, 2005
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Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/James L. O'Connor
--------------------
James L. O'Connor
Treasurer
Date: February 16, 2005
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By: /s/James B. Hawkes
------------------
James B. Hawkes
President
Date: February 16, 2005
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