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: 811-04015

 

 

Eaton Vance Mutual Funds Trust

(Exact Name of Registrant as Specified in Charter)

 

 

Two International Place, Boston, Massachusetts 02110

(Address of Principal Executive Offices)

 

 

Maureen A. Gemma

Two International Place, Boston, Massachusetts 02110

(Name and Address of Agent for Services)

 

 

(617) 482-8260

(Registrant’s Telephone Number)

December 31

Date of Fiscal Year End

December 31, 2012

Date of Reporting Period

 

 

 


Item 1. Reports to Stockholders


 

Eaton Vance

Large-Cap Core Research Fund

 

Annual Report

December 31, 2012

 

 

LOGO  

 

 

 

 

LOGO


 

 

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.

This report must be preceded or accompanied by a current summary prospectus or prospectus. Before investing, investors should consider carefully the investment objective, risks, and charges and expenses of a mutual fund. This and other important information is contained in the summary prospectus and prospectus, which can be obtained from a financial advisor. Prospective investors should read the prospectus carefully before investing. For further information, please call 1-800-262-1122.


Annual Report December 31, 2012

Eaton Vance

Large-Cap Core Research Fund

Table of Contents

 

Management’s Discussion of Fund Performance

     2   

Performance

     3   

Fund Profile

     4   

Endnotes and Additional Disclosures

     5   

Fund Expenses

     6   

Financial Statements

     7   

Report of Independent Registered Public Accounting Firm

     17 and 31   

Federal Tax Information

     18   

Management and Organization

     32   

Important Notices

     35   


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Management’s Discussion of Fund Performance 1

 

 

Economic and Market Conditions

Early in the 12-month period ended December 31, 2012, U.S. stocks began a rally that continued through early April 2012. Equities were generally fueled by stronger economic growth, falling unemployment and what the markets perceived as a successful restructuring of Greek debt, which lowered the potential for European contagion. Then in May 2012, the third consecutive mid-year economic slowdown arrived amid renewed concerns over Europe, slowing growth in China and continuing political uncertainty in the United States ahead of the elections.

However, despite a slowdown in consumer spending, weakening employment data and downward revisions of growth expectations, U.S. stocks rallied from June 2012 through early October 2012. Several catalysts appeared to be driving a market rally that defied U.S. economic data. First, investors anticipated that worsening economic news would prompt the U.S. Federal Reserve to initiate another round of quantitative easing to stimulate the economy — which it did in September 2012. Second, many of the investors who were hunting for yield in a historically low interest-rate environment were driven to stocks that offered higher yields than bonds. Finally, Europe’s ongoing debt crisis and a slowdown in Chinese growth made the United States, despite its problems, look relatively attractive to many global investors.

In the final months of the fiscal year, however, from early October 2012 through December 2012, U.S. stocks gave back some of their gains amid elevated market volatility. With the U.S. elections leaving Congress still divided on economic issues, investors grew increasingly worried about a political deadlock on tax and spending policies — an impasse that left the United States rushing toward a so-called “fiscal cliff” that threatened to drag down its economy. On the positive side, investors appeared to be encouraged by improving employment numbers, signs of an accelerating recovery in the housing market, and the European Central Bank’s efforts to strengthen and centralize the European banking system.

Fund Performance

For the fiscal year ended December 31, 2012, Eaton Vance Large-Cap Core Research Fund (the Fund) had a total return of 15.59% for Class A shares at net asset value (NAV). By comparison, the Fund’s benchmark, the S&P 500 Index (the Index) 2 , returned 16.00% during the period.

The Fund underperformed the Index during the period primarily due to stock selection in the health care and industrials sectors. However, stock selection overall was additive to relative Fund performance versus the Index during the period. The gradually improving U.S. economy, stabilization of the European debt crisis and continued low interest rates created a favorable investment environment for the Fund’s focus on companies with consistent earnings growth and leading business franchises. The Fund achieved positive absolute returns in all 10 of its economic sectors, as did the Index.

In the health care sector, the health care providers & services industry and the health care equipment & supplies industry were notable detractors from Fund performance relative to the Index during the period. In the industrials sector, the Fund’s holdings in several industries underperformed versus the Index due primarily to stock selection, including commercial services & supplies, aerospace & defense, industrial conglomerates and machinery. The Fund’s holdings in the energy sector also underperformed relative to the Index, particularly the oil & gas industry. Among individual stocks, a large oil & gas exploration and production company was a key detractor from Fund performance versus the Index during the period. In the financials sector, the Fund’s stock selection along with an underweight position in the outperforming insurance industry detracted from Fund returns versus the Index. Despite favorable stock selection in the chemicals industry, the materials sector detracted from the Fund’s relative performance due largely to stock selection and an overweight in the lagging metals & mining industry.

Information technology was the Fund’s top-performing sector versus the Index for the 12-month period, due to both stock selection and an overweight position in the computers & peripherals industry. A leading computer and mobile phone company was among the Fund’s top individual stock performers. An underweight position along with stock selection in the lagging semiconductors & semiconductor equipment industry also proved beneficial to Fund performance. In the utilities sector, stock selection was additive to Fund performance versus the Index, particularly in the multi-utility industry. The Fund’s holdings in the consumer staples sector outperformed relative to the Index due largely to stock selection in the beverages industry, as well as stock selection and an underweight in household products. The consumer discretionary sector also contributed positively to Fund returns versus the Index, boosted by stock selection within the media and specialty retail industries.

 

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) 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 less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to www.eatonvance.com.

 

  2  


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Performance 2,3

 

Portfolio Manager Charles Gaffney

 

% Average Annual Total Returns    Inception Date      One Year      Five Years      Ten Years     

Since

Inception

 

Class A at NAV

     11/01/2001         15.59      1.05      7.61        

Class A with 5.75% Maximum Sales Charge

             8.96         -0.14         6.97           

Class C at NAV

     10/01/2009         14.78                         8.27

Class C with 1% Maximum Sales Charge

             13.78                         8.27   

Class I at NAV

     09/03/2008         15.89                         4.07   

S&P 500 Index

             16.00      1.66      7.09        
              
% Total Annual Operating Expense Ratios 4                      Class A      Class C      Class I  

Gross

           1.46      2.21      1.21

Net

           1.25         2.00         1.00   

Growth of $10,000

 

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

 

LOGO

 

Growth of Investment    Amount Invested    Period Beginning    At NAV   

With Maximum

Sales Charge

Class C

   $10,000    10/01/2009    $12,953    N.A.

Class I

   $250,000    09/03/2008    $297,175    N.A.

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) 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 less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to www.eatonvance.com.

 

  3  


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Fund Profile 5

 

 

 

Sector Allocation (% of net assets) 6

 

 

LOGO

 

Top 10 Holdings (% of net assets) 6

 

 

Apple, Inc.

     4.7

Pfizer, Inc.

     2.9   

International Business Machines Corp.

     2.7   

Wells Fargo & Co.

     2.0   

Gilead Sciences, Inc.

     1.9   

Google, Inc., Class A

     1.8   

Chevron Corp.

     1.7   

Occidental Petroleum Corp.

     1.6   

Abbott Laboratories

     1.6   

JPMorgan Chase & Co.

     1.6   

Total

     22.5
 

 

See Endnotes and Additional Disclosures in this report.

 

  4  


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Endnotes and Additional Disclosures

 

 

1  

The views expressed in this report are those of the portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as “forward looking statements”. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

 

2  

S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

 

3  

Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares.

 

4  

Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 4/30/13. Without the reimbursement, performance would have been lower.

 

5  

Fund invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund. References to investments are to the Portfolio’s holdings.

 

6  

Depictions do not reflect the Portfolio’s option positions. Excludes cash and cash equivalents.

 

  

Fund profile subject to change due to active management.

    

 

 

  5  


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Fund Expenses

 

 

Example:  As a Fund shareholder, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and/or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of Fund investing 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, 2012 – December 31, 2012).

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 section, 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 section 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 Fund return. 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 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 be higher.

 

      Beginning
Account Value
(7/1/12)
       Ending
Account Value
(12/31/12)
       Expenses Paid
During Period*
(7/1/12 – 12/31/12)
     Annualized
Expense
Ratio
 
              

Actual

  

            

Class A

  $ 1,000.00         $ 1,064.90         $ 6.49 **       1.25

Class C

  $ 1,000.00         $ 1,061.30         $ 10.36 **       2.00

Class I

  $ 1,000.00         $ 1,066.80         $ 5.20 **       1.00
                                        
              

Hypothetical

  

            

(5% return per year before expenses)

  

            

Class A

  $ 1,000.00         $ 1,018.90         $ 6.34 **       1.25

Class C

  $ 1,000.00         $ 1,015.10         $ 10.13 **       2.00

Class I

  $ 1,000.00         $ 1,020.10         $ 5.08 **       1.00

 

* Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, 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, 2012. The Example reflects the expenses of both the Fund and the Portfolio.

 

** Absent an allocation of certain expenses to an affiliate, the expenses would be higher.

 

  6  


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Statement of Assets and Liabilities

 

 

Assets   December 31, 2012  

Investment in Large-Cap Core Research Portfolio, at value (identified cost, $44,045,015)

  $ 52,453,110   

Receivable for Fund shares sold

    14,596   

Total assets

  $ 52,467,706   
Liabilities   

Payable for Fund shares redeemed

  $ 846,207   

Payable to affiliates:

 

Distribution and service fees

    12,461   

Trustees’ fees

    125   

Other

    1,596   

Accrued expenses

    41,961   

Total liabilities

  $ 902,350   

Net Assets

  $ 51,565,356   
Sources of Net Assets   

Paid-in capital

  $ 43,056,802   

Accumulated net realized gain from Portfolio

    60,228   

Accumulated undistributed net investment income

    40,231   

Net unrealized appreciation from Portfolio

    8,408,095   

Total

  $ 51,565,356   
Class A Shares        

Net Assets

  $ 37,307,649   

Shares Outstanding

    2,797,847   

Net Asset Value and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 13.33   

Maximum Offering Price Per Share

 

(100 ÷ 94.25 of net asset value per share)

  $ 14.14   
Class C Shares   

Net Assets

  $ 5,381,843   

Shares Outstanding

    407,773   

Net Asset Value and Offering Price Per Share*

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 13.20   
Class I Shares   

Net Assets

  $ 8,875,864   

Shares Outstanding

    665,670   

Net Asset Value, Offering Price and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 13.33   

On sales of $50,000 or more, the offering price of Class A shares is reduced.

 

* Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

 

  7   See Notes to Financial Statements.


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Statement of Operations

 

 

Investment Income   Year Ended
December 31, 2012
 

Dividends allocated from Portfolio (net of foreign taxes, $10,041)

  $ 1,064,103   

Interest allocated from Portfolio

    593   

Expenses allocated from Portfolio

    (403,157

Total investment income from Portfolio

  $ 661,539   
Expenses        

Administration fee

  $ 82,236   

Distribution and service fees

 

Class A

    96,757   

Class C

    55,100   

Trustees’ fees and expenses

    500   

Custodian fee

    18,749   

Transfer and dividend disbursing agent fees

    49,326   

Legal and accounting services

    23,996   

Printing and postage

    23,560   

Registration fees

    48,333   

Miscellaneous

    11,303   

Total expenses

  $ 409,860   

Deduct —

 

Waiver and reimbursement of expenses by an affiliate

  $ 113,689   

Total expense reductions

  $ 113,689   

Net expenses

  $ 296,171   

Net investment income

  $ 365,368   
Realized and Unrealized Gain (Loss) from Portfolio        

Net realized gain (loss) —

 

Investment transactions

  $ 7,190,493   

Written options

    20,857   

Foreign currency transactions

    (39

Net realized gain

  $ 7,211,311   

Change in unrealized appreciation (depreciation) —

 

Investments

  $ 738,190   

Written options

    22,161   

Foreign currency

    1   

Net change in unrealized appreciation (depreciation)

  $ 760,352   

Net realized and unrealized gain

  $ 7,971,663   

Net increase in net assets from operations

  $ 8,337,031   

 

  8   See Notes to Financial Statements.


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Statements of Changes in Net Assets

 

 

    Year Ended December 31,  
Increase (Decrease) in Net Assets   2012     2011  

From operations —

   

Net investment income

  $ 365,368      $ 459,345   

Net realized gain (loss) from investment transactions, written options and foreign currency transactions

    7,211,311        (93,754

Net change in unrealized appreciation (depreciation) from investments, written options and foreign currency

    760,352        (1,717,521

Net increase (decrease) in net assets from operations

  $ 8,337,031      $ (1,351,930

Distributions to shareholders —

   

From net investment income

   

Class A

  $ (259,078   $ (278,330

Class C

    (3,797     (9,379

Class I

    (94,328     (158,141

From net realized gain

   

Class A

    (4,003,806       

Class C

    (585,058       

Class I

    (1,052,209       

Total distributions to shareholders

  $ (5,998,276   $ (445,850

Transactions in shares of beneficial interest —

   

Proceeds from sale of shares

   

Class A

  $ 6,597,181      $ 17,136,770   

Class C

    982,222        4,692,691   

Class I

    2,155,083        7,565,859   

Net asset value of shares issued to shareholders in payment of distributions declared

   

Class A

    4,151,145        255,657   

Class C

    542,573        8,340   

Class I

    931,018        106,936   

Cost of shares redeemed

   

Class A

    (12,978,126     (16,730,710

Class C

    (1,603,873     (774,520

Class I

    (10,392,922     (9,639,781

Net increase (decrease) in net assets from Fund share transactions

  $ (9,615,699   $ 2,621,242   

Net increase (decrease) in net assets

  $ (7,276,944   $ 823,462   
Net Assets   

At beginning of year

  $ 58,842,300      $ 58,018,838   

At end of year

  $ 51,565,356      $ 58,842,300   
Accumulated undistributed net investment income
included in net assets
   

At end of year

  $ 40,231      $ 37,246   

 

  9   See Notes to Financial Statements.


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Financial Highlights

 

 

    Class A  
    Year Ended December 31,    

Period Ended

December 31, 2009 (1)

    Year Ended October 31,  
      2012     2011     2010       2009     2008  

Net asset value — Beginning of period

  $ 12.980      $ 13.350      $ 12.170      $ 11.280      $ 10.290      $ 15.440   
Income (Loss) From Operations                                                

Net investment income (2)

  $ 0.100      $ 0.098      $ 0.071      $ 0.020      $ 0.102      $ 0.092   

Net realized and unrealized gain (loss)

    1.941        (0.373     1.159        0.946        0.948        (4.784

Total income (loss) from operations

  $ 2.041      $ (0.275   $ 1.230      $ 0.966      $ 1.050      $ (4.692
Less Distributions                                                

From net investment income

  $ (0.102   $ (0.095   $ (0.050   $ (0.076   $ (0.060   $ (0.053

From net realized gain

    (1.589                                 (0.405

Total distributions

  $ (1.691   $ (0.095   $ (0.050   $ (0.076   $ (0.060   $ (0.458

Net asset value — End of period

  $ 13.330      $ 12.980      $ 13.350      $ 12.170      $ 11.280      $ 10.290   

Total Return (3)

    15.59     (2.06 )%      10.11     8.56 % (4)       10.32     (31.29 )% 
Ratios/Supplemental Data                                                

Net assets, end of period (000’s omitted)

  $ 37,308      $ 38,113      $ 38,877      $ 22,141      $ 22,264      $ 8,487   

Ratios (as a percentage of average daily net assets):

           

Expenses (5)(6)

    1.25     1.25     1.25     1.25 % (7)       1.25     1.25

Net investment income

    0.70     0.74     0.58     0.99 % (7)       1.00     0.70

Portfolio Turnover of the Portfolio

    91     64     44     10 % (4)                

Portfolio Turnover of the Fund (8)

                                54     76

 

(1)  

For the two months ended December 31, 2009. The Fund changed its fiscal year end from October 31 to December 31.

 

(2)  

Computed using average shares outstanding.

 

(3)  

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

 

(4)  

Not annualized.

 

(5)  

The administrator waived its fees and subsidized certain operating expenses equal to 0.21%, 0.21%, 0.24% and 0.84% of average daily net assets for the years ended December 31, 2012, 2011 and 2010 and the two months ended December 31, 2009, respectively. The investment adviser waived its investment adviser fee, the administrator waived its administration fee and the investment adviser subsidized certain operating expenses (equal to 0.93% and 1.54% of average daily net assets for the years ended October 31, 2009 and 2008, respectively). Absent the waivers and subsidy, total return would be lower.

 

(6)  

Excludes the effect of custody fee credits, if any, of less than 0.005%.

 

(7)  

Annualized.

 

(8)  

Represents the rate of portfolio activity for the period during which the Fund was making investments directly in securities.

 

  10   See Notes to Financial Statements.


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Financial Highlights — continued

 

 

    Class C  
    Year Ended December 31,     Period Ended
December 31, 2009
(1)
   

Period Ended

October 31, 2009 (2)

 
      2012     2011     2010      

Net asset value — Beginning of period

  $ 12.880      $ 13.270      $ 12.130      $ 11.280      $ 11.520   
Income (Loss) From Operations                                        

Net investment income (loss) (3)

  $ (0.007   $ 0.005      $ (0.017   $ (0.003   $ (0.011

Net realized and unrealized gain (loss)

    1.926        (0.371     1.158        0.944        (0.229

Total income (loss) from operations

  $ 1.919      $ (0.366   $ 1.141      $ 0.941      $ (0.240
Less Distributions                                        

From net investment income

  $ (0.010   $ (0.024   $ (0.001   $ (0.091   $   

From net realized gain

    (1.589                            

Total distributions

  $ (1.599   $ (0.024   $ (0.001   $ (0.091   $   

Net asset value — End of period

  $ 13.200      $ 12.880      $ 13.270      $ 12.130      $ 11.280   

Total Return (4)

    14.78     (2.76 )%      9.40     8.34 % (5)       (2.08 )% (5)  
Ratios/Supplemental Data                                        

Net assets, end of period (000’s omitted)

  $ 5,382      $ 5,276      $ 1,637      $ 426      $ 55   

Ratios (as a percentage of average daily net assets):

         

Expenses (6)

    2.00     2.00     2.00     2.00 % (7)       2.00 % (7)  

Net investment income (loss)

    (0.05 )%      0.04     (0.14 )%      (0.14 )% (7)       (1.09 )% (7)  

Portfolio Turnover of the Portfolio

    91     64     44     10 % (5)         

Portfolio Turnover of the Fund (8)

                                54 % (9)  

 

(1)  

For the two months ended December 31, 2009. The Fund changed its fiscal year end from October 31 to December 31.

 

(2)  

For the period from commencement of operations on October 1, 2009 to October 31, 2009.

 

(3)  

Computed using average shares outstanding.

 

(4)  

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

 

(5)  

Not annualized.

 

(6)  

The administrator waived its fees and subsidized certain operating expenses equal to 0.21%, 0.21%, 0.24% and 0.84% of average daily net assets for the years ended December 31, 2012, 2011 and 2010 and the two months ended December 31, 2009, respectively. The investment adviser waived its investment adviser fee, the administrator waived its administration fee and the investment adviser subsidized certain operating expenses (equal to 0.93% of average daily net assets for the period ended October 31, 2009). Absent the waivers and subsidy, total return would be lower.

 

(7)  

Annualized.

 

(8)  

Represents the rate of portfolio activity for the period during which the Fund was making investments directly in securities.

 

(9)  

For the Fund’s year ended October 31, 2009.

 

  11   See Notes to Financial Statements.


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Financial Highlights — continued

 

 

    Class I  
    Year Ended December 31,    

Period Ended

December 31, 2009 (1)

    Year Ended
October 31, 2009
   

Period Ended

October 31, 2008 (2)

 
      2012     2011     2010        

Net asset value — Beginning of period

  $ 12.980      $ 13.360      $ 12.170      $ 11.290      $ 10.300      $ 13.070   
Income (Loss) From Operations                                                

Net investment income (3)

  $ 0.132      $ 0.130      $ 0.103      $ 0.021      $ 0.120      $ 0.018   

Net realized and unrealized gain (loss)

    1.946        (0.379     1.164        0.959        0.949        (2.788

Total income (loss) from operations

  $ 2.078      $ (0.249   $ 1.267      $ 0.980      $ 1.069      $ (2.770
Less Distributions                                                

From net investment income

  $ (0.139   $ (0.131   $ (0.077   $ (0.100   $ (0.079   $   

From net realized gain

    (1.589                                   

Total distributions

  $ (1.728   $ (0.131   $ (0.077   $ (0.100   $ (0.079   $   

Net asset value — End of period

  $ 13.330      $ 12.980      $ 13.360      $ 12.170      $ 11.290      $ 10.300   

Total Return (4)

    15.89     (1.86 )%      10.41     8.67 % (5)       10.54     (21.19 )% (5)  
Ratios/Supplemental Data                                                

Net assets, end of period (000’s omitted)

  $ 8,876      $ 15,454      $ 17,505      $ 7,317      $ 3,901      $ 1,345   

Ratios (as a percentage of average daily net assets):

           

Expenses (6)

    1.00     1.00     1.00     1.00 % (7)       1.00     1.00 % (7)  

Net investment income

    0.92     0.97     0.84     1.06 % (7)       1.16     1.03 % (7)  

Portfolio Turnover of the Portfolio

    91     64     44     10 % (5)                

Portfolio Turnover of the Fund (8)

                                54     76 % (9)  

 

(1)  

For the two months ended December 31, 2009. The Fund changed its fiscal year end from October 31 to December 31.

 

(2)  

For the period from commencement of operations on September 3, 2008 to October 31, 2008.

 

(3)  

Computed using average shares outstanding.

 

(4)  

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

 

(5)  

Not annualized.

 

(6)  

The administrator waived its fees and subsidized certain operating expenses equal to 0.21%, 0.21%, 0.24% and 0.84% of average daily net assets for the years ended December 31, 2012, 2011 and 2010 and the two months ended December 31, 2009, respectively. The investment adviser waived its investment adviser fee, the administrator waived its administration fee and the investment adviser subsidized certain operating expenses (equal to 0.93% and 1.54% of average daily net assets for the year ended October 31, 2009 and the period ended October 31, 2008, respectively). Absent the waivers and subsidy, total return would be lower.

 

(7)  

Annualized.

 

(8)  

Represents the rate of portfolio activity for the period during which the Fund was making investments directly in securities.

 

(9)  

For the Fund’s year ended October 31, 2008.

 

  12   See Notes to Financial Statements.


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Notes to Financial Statements

 

 

1  Significant Accounting Policies

Eaton Vance Large-Cap Core Research Fund (the Fund) is a diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund offers three classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. The Fund invests all of its investable assets in interests in Large-Cap Core Research Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Fund. The value of the Fund’s investment in the Portfolio reflects the Fund’s proportionate interest in the net assets of the Portfolio (27.8% at December 31, 2012). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Fund’s financial statements.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America.

A  Investment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

B  Income — The Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

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 substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

During the year ended December 31, 2012, a capital loss carryforward of $546,668 was utilized to offset net realized gains by the Fund.

As of December 31, 2012, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

D  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.

E  Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

F  Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

G  Indemnifications — Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred.

H  Other — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2  Distributions to Shareholders

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 to distribute annually all or substantially all of its net realized capital gains. Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at

 

  13  


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Notes to Financial Statements — continued

 

 

the election of the shareholder, receive distributions 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. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended December 31, 2012 and December 31, 2011 was as follows:

 

    Year Ended December 31,  
      2012      2011  

Distributions declared from:

    

Ordinary income

  $ 357,203       $ 445,850   

Long-term capital gains

  $ 5,641,073       $   

During the year ended December 31, 2012, accumulated net realized gain was increased by $5,180 and accumulated undistributed net investment income was decreased by $5,180 due to differences between book and tax accounting, primarily for investments in partnerships, distributions from real estate investment trusts (REITs) and foreign currency gain (loss). These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of December 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

 

Undistributed ordinary income

  $ 38,130   

Undistributed long-term capital gains

  $ 482,191   

Net unrealized appreciation

  $ 7,988,233   

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statement of Assets and Liabilities are primarily due to wash sales, partnership allocations, distributions from REITs and investments in partnerships.

3  Transactions with Affiliates

The administration fee is earned by Eaton Vance Management (EVM) as compensation for administrative services rendered to the Fund. The fee is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended December 31, 2012, the administration fee amounted to $82,236. EVM has agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 1.25%, 2.00% and 1.00% of the Fund’s average daily net assets for Class A, Class C and Class I, respectively. This agreement may be changed or terminated after April 30, 2013. Pursuant to this agreement, EVM waived fees and reimbursed expenses of $113,689 for the year ended December 31, 2012. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report. EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended December 31, 2012, EVM earned $3,086 in sub-transfer agent fees. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $7,729 as its portion of the sales charge on sales of Class A shares for the year ended December 31, 2012. EVD also received distribution and service fees from Class A and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5).

Trustees and officers of the Fund who are members of EVM’s or BMR’s organizations receive remuneration for their services to the Fund out of the investment adviser fee. Certain officers and Trustees of the Fund and the Portfolio are officers of the above organizations.

4  Distribution Plans

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class A Plan, the Fund pays EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended December 31, 2012 amounted to $96,757 for Class A shares.

The Fund also has in effect a distribution plan for Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class C Plan, the Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class C shares for providing ongoing distribution services and facilities to the Fund. The Fund will automatically discontinue payments to EVD during any period in which there are no outstanding

 

  14  


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Notes to Financial Statements — continued

 

 

Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of the aggregate amount received by the Fund for Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of Class C, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD. For the year ended December 31, 2012, the Fund paid or accrued to EVD $41,325 for Class C shares, representing 0.75% of the average daily net assets of Class C shares. At December 31, 2012, the amount of Uncovered Distribution Charges of EVD calculated under the Class C Plan was approximately $329,000.

Pursuant to the Class C Plan, the Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended December 31, 2012 amounted to $13,775 for Class C shares.

5  Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) of 1% generally is imposed on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Fund’s Class C Plan. CDSCs received on Class C redemptions when no Uncovered Distribution Charges exist are credited to the Fund. For the year ended December 31, 2012, the Fund was informed that EVD received approximately $50 and $2,000 of CDSCs paid by Class A and Class C shareholders, respectively.

6  Investment Transactions

For the year ended December 31, 2012, increases and decreases in the Fund’s investment in the Portfolio aggregated $3,416,602 and $18,559,867, respectively.

7  Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

 

    Year Ended December 31,  
Class A   2012      2011  

Sales

    461,053         1,271,214   

Issued to shareholders electing to receive payments of distributions in Fund shares

    308,032         19,732   

Redemptions

    (907,157      (1,266,400

Net increase (decrease)

    (138,072      24,546   
    
    Year Ended December 31,  
Class C   2012      2011  

Sales

    70,858         344,715   

Issued to shareholders electing to receive payments of distributions in Fund shares

    40,683         652   

Redemptions

    (113,334      (59,120

Net increase (decrease)

    (1,793      286,247   

 

  15  


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Notes to Financial Statements — continued

 

 

    Year Ended December 31,  
Class I   2012      2011  

Sales

    146,342         575,885   

Issued to shareholders electing to receive payments of distributions in Fund shares

    69,131         8,267   

Redemptions

    (740,332      (704,298

Net decrease

    (524,859      (120,146

 

  16  


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Large-Cap Core Research Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Large-Cap Core Research Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), as of December 31, 2012, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for the periods presented. 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 and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included 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. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Large-Cap Core Research Fund as of December 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 20, 2013

 

  17  


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Federal Tax Information (Unaudited)

 

 

The Form 1099-DIV you received in January 2013 showed the tax status of all distributions paid to your account in calendar year 2012. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals, the dividends received deduction for corporations and capital gains dividends.

Qualified Dividend Income.   The Fund designates approximately $1,074,909, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

Dividends Received Deduction .  Corporate shareholders are generally entitled to take the dividends received deduction on the portion of the Fund’s dividend distribution that qualifies under tax law. For the Fund’s fiscal 2012 ordinary income dividends, 100% qualifies for the corporate dividends received deduction.

Capital Gains Dividends.   The Fund hereby designates as a capital gain dividend with respect to the taxable year ended December 31, 2012, $6,262,256 or, if subsequently determined to be different, the net capital gain of such year.

 

  18  


Large-Cap Core Research Portfolio

December 31, 2012

 

Portfolio of Investments

 

 

Common Stocks — 98.7%    
   
Security   Shares     Value  
   

Aerospace & Defense — 2.5%

  

Boeing Co. (The)

    36,321      $ 2,737,151   

United Technologies Corp.

    23,355        1,915,343   
   
    $ 4,652,494   
   

Beverages — 2.1%

  

Anheuser-Busch InBev NV ADR

    22,876      $ 1,999,591   

Beam, Inc.

    31,844        1,945,350   
   
    $ 3,944,941   
   

Biotechnology — 3.2%

  

Celgene Corp. (1)

    31,918      $ 2,512,585   

Gilead Sciences, Inc. (1)

    49,252        3,617,559   
   
    $ 6,130,144   
   

Capital Markets — 1.9%

  

Ameriprise Financial, Inc.

    25,566      $ 1,601,199   

Goldman Sachs Group, Inc. (The)

    14,972        1,909,828   
   
    $ 3,511,027   
   

Chemicals — 2.8%

  

LyondellBasell Industries NV, Class A

    31,172      $ 1,779,610   

Monsanto Co.

    15,659        1,482,124   

PPG Industries, Inc.

    14,367        1,944,573   
   
    $ 5,206,307   
   

Commercial Banks — 3.7%

  

PNC Financial Services Group, Inc.

    27,128      $ 1,581,834   

Regions Financial Corp.

    233,186        1,660,284   

Wells Fargo & Co.

    109,849        3,754,639   
   
    $ 6,996,757   
   

Communications Equipment — 1.3%

  

QUALCOMM, Inc.

    40,861      $ 2,534,199   
   
    $ 2,534,199   
   

Computers & Peripherals — 6.0%

  

Apple, Inc.

    16,558      $ 8,825,911   

EMC Corp. (1)

    97,111        2,456,908   
   
    $ 11,282,819   
   
Security   Shares     Value  
   

Consumer Finance — 1.4%

  

American Express Co.

    47,569      $ 2,734,266   
   
    $ 2,734,266   
   

Diversified Financial Services — 4.5%

  

Bank of America Corp.

    233,658      $ 2,710,433   

Citigroup, Inc.

    74,045        2,929,220   

JPMorgan Chase & Co.

    66,759        2,935,393   
   
    $ 8,575,046   
   

Diversified Telecommunication Services — 2.2%

  

AT&T, Inc.

    77,918      $ 2,626,616   

CenturyLink, Inc.

    41,514        1,624,027   
   
    $ 4,250,643   
   

Electric Utilities — 2.3%

  

Edison International

    50,660      $ 2,289,325   

NextEra Energy, Inc.

    30,147        2,085,871   
   
    $ 4,375,196   
   

Electrical Equipment — 0.8%

  

Emerson Electric Co.

    30,284      $ 1,603,841   
   
    $ 1,603,841   
   

Energy Equipment & Services — 2.9%

  

Cameron International Corp. (1)

    47,194      $ 2,664,573   

Halliburton Co.

    42,259        1,465,965   

National Oilwell Varco, Inc.

    18,564        1,268,849   
   
    $ 5,399,387   
   

Food & Staples Retailing — 0.8%

  

CVS Caremark Corp.

    30,678      $ 1,483,281   
   
    $ 1,483,281   
   

Food Products — 3.3%

  

Hershey Co. (The)

    25,375      $ 1,832,583   

Kraft Foods Group, Inc.

    35,709        1,623,688   

Mondelez International, Inc., Class A

    107,128        2,728,550   
   
    $ 6,184,821   
   

Health Care Equipment & Supplies — 2.4%

  

Abbott Laboratories

    46,771      $ 3,063,500   

Covidien PLC

    25,135        1,451,295   
   
    $ 4,514,795   
   
 

 

  19   See Notes to Financial Statements.


Large-Cap Core Research Portfolio

December 31, 2012

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Health Care Providers & Services — 2.5%

  

Express Scripts Holding Co. (1)

    37,016      $ 1,998,864   

Humana, Inc.

    38,834        2,665,177   
   
    $ 4,664,041   
   

Hotels, Restaurants & Leisure — 1.8%

  

Marriott International, Inc., Class A

    37,452      $ 1,395,836   

McDonald’s Corp.

    22,744        2,006,248   
   
    $ 3,402,084   
   

Household Products — 1.1%

  

Colgate-Palmolive Co.

    20,567      $ 2,150,074   
   
    $ 2,150,074   
   

Industrial Conglomerates — 2.1%

  

Danaher Corp.

    26,992      $ 1,508,853   

General Electric Co.

    116,515        2,445,650   
   
    $ 3,954,503   
   

Insurance — 1.8%

  

ACE, Ltd.

    21,098      $ 1,683,621   

Aflac, Inc.

    32,501        1,726,453   
   
    $ 3,410,074   
   

Internet & Catalog Retail — 0.9%

  

Amazon.com, Inc. (1)

    6,425      $ 1,613,575   
   
    $ 1,613,575   
   

Internet Software & Services — 3.0%

  

eBay, Inc. (1)

    43,234      $ 2,205,799   

Google, Inc., Class A (1)

    4,895        3,472,366   
   
    $ 5,678,165   
   

IT Services — 5.1%

  

Accenture PLC, Class A

    27,365      $ 1,819,773   

International Business Machines Corp.

    27,102        5,191,388   

Visa, Inc., Class A

    17,352        2,630,216   
   
    $ 9,641,377   
   

Machinery — 2.4%

  

Caterpillar, Inc.

    16,074      $ 1,439,909   

Deere & Co.

    18,349        1,585,721   

Parker Hannifin Corp.

    18,650        1,586,369   
   
    $ 4,611,999   
   
Security   Shares     Value  
   

Media — 3.7%

  

Comcast Corp., Class A

    72,519      $ 2,710,760   

Virgin Media, Inc.

    38,487        1,414,398   

Walt Disney Co. (The)

    57,361        2,856,004   
   
    $ 6,981,162   
   

Metals & Mining — 0.9%

  

Freeport-McMoRan Copper & Gold, Inc.

    52,500      $ 1,795,500   
   
    $ 1,795,500   
   

Multi-Utilities — 1.2%

  

Sempra Energy

    32,543      $ 2,308,600   
   
    $ 2,308,600   
   

Multiline Retail — 2.4%

  

Dollar General Corp. (1)

    32,606      $ 1,437,598   

Macy’s, Inc.

    36,039        1,406,242   

Target Corp.

    27,300        1,615,341   
   
    $ 4,459,181   
   

Oil, Gas & Consumable Fuels — 8.3%

  

Chevron Corp.

    29,458      $ 3,185,588   

Concho Resources, Inc. (1)

    14,230        1,146,369   

EOG Resources, Inc.

    13,172        1,591,046   

Exxon Mobil Corp.

    25,731        2,227,018   

Marathon Oil Corp.

    50,532        1,549,311   

Occidental Petroleum Corp.

    40,120        3,073,593   

Phillips 66

    28,665        1,522,112   

Range Resources Corp.

    21,747        1,366,364   
   
    $ 15,661,401   
   

Pharmaceuticals — 4.5%

  

Pfizer, Inc.

    221,490      $ 5,554,969   

Roche Holding AG ADR

    30,782        1,554,491   

Teva Pharmaceutical Industries, Ltd. ADR

    35,047        1,308,655   
   
    $ 8,418,115   
   

Real Estate Investment Trusts (REITs) — 2.0%

  

AvalonBay Communities, Inc.

    13,830      $ 1,875,210   

Boston Properties, Inc.

    17,856        1,889,343   
   
    $ 3,764,553   
   
 

 

  20   See Notes to Financial Statements.


Large-Cap Core Research Portfolio

December 31, 2012

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Road & Rail — 2.4%

  

Norfolk Southern Corp.

    28,550      $ 1,765,532   

Union Pacific Corp.

    21,462        2,698,203   
                 
    $ 4,463,735   
                 

Semiconductors & Semiconductor Equipment — 0.9%

  

Broadcom Corp., Class A

    52,198      $ 1,733,496   
   
    $ 1,733,496   
   

Software — 2.7%

  

Microsoft Corp.

    85,099      $ 2,274,696   

Nuance Communications, Inc. (1)

    54,143        1,208,472   

Oracle Corp.

    49,042        1,634,080   
   
    $ 5,117,248   
   

Specialty Retail — 3.1%

  

Lowe’s Companies, Inc.

    53,397      $ 1,896,661   

Ross Stores, Inc.

    20,255        1,096,808   

Sally Beauty Holdings, Inc. (1)

    56,833        1,339,554   

Urban Outfitters, Inc. (1)

    39,193        1,542,637   
   
    $ 5,875,660   
   

Tobacco — 1.0%

  

Philip Morris International, Inc.

    21,625      $ 1,808,715   
   
    $ 1,808,715   
   

Wireless Telecommunication Services — 0.8%

  

Rogers Communications, Inc., Class B

    31,601      $ 1,438,478   
   
    $ 1,438,478   
   

Total Common Stocks — 98.7%
(identified cost $156,438,680)

   

  $ 186,331,700   
   
Short-Term Investments — 1.4%   
   
Description   Interest
(000’s omitted)
    Value  
   

Eaton Vance Cash Reserves Fund, LLC, 0.12% (2)

  $ 2,491      $ 2,490,614   
   

Total Short-Term Investments
(identified cost $2,490,614)

   

  $ 2,490,614   
   

Total Investments — 100.1%
(identified cost $158,929,294)

   

  $ 188,822,314   
   
Call Options Written — (0.0)% (3)   
       
Security   Number of
Contracts
    Strike
Price
    Expiration
Date
    Value  

Urban Outfitters, Inc.

    391      $ 43.00        1/19/13      $ (6,843
   

Total Call Options Written
(premiums received $15,361)

   

  $ (6,843
                                 
Put Options Written — (0.1)%   
       
Security   Number of
Contracts
    Strike
Price
    Expiration
Date
    Value  

Humana, Inc.

    255      $ 70.00        2/16/13      $ (89,250
   

Total Put Options Written
(premiums received $159,943)

   

  $ (89,250
   

Other Assets, Less Liabilities — 0.0% (3)

  

  $ 79,794   
   

Net Assets — 100.0%

  

  $ 188,806,015   
   

The percentage shown for each investment category in the Portfolio of Investments is based on net assets.

 

ADR     American Depositary Receipt

 

(1)

Non-income producing security.

 

(2)

Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of December 31, 2012.

 

(3)

Amount is less than 0.05%.

 

 

  21   See Notes to Financial Statements.


Large-Cap Core Research Portfolio

December 31, 2012

 

Statement of Assets and Liabilities

 

 

Assets   December 31, 2012  

Unaffiliated investments, at value (identified cost, $156,438,680)

  $ 186,331,700   

Affiliated investment, at value (identified cost, $2,490,614)

    2,490,614   

Foreign currency, at value (identified cost, $474)

    488   

Dividends receivable

    199,281   

Interest receivable from affiliated investment

    224   

Tax reclaims receivable

    34,196   

Total assets

  $ 189,056,503   
Liabilities   

Written options outstanding, at value (premiums received, $175,304)

  $ 96,093   

Payable to affiliates:

 

Investment adviser fee

    103,733   

Trustees’ fees

    1,968   

Accrued expenses

    48,694   

Total liabilities

  $ 250,488   

Net Assets applicable to investors’ interest in Portfolio

  $ 188,806,015   
Sources of Net Assets   

Investors’ capital

  $ 158,834,328   

Net unrealized appreciation

    29,971,687   

Total

  $ 188,806,015   

 

  22   See Notes to Financial Statements.


Large-Cap Core Research Portfolio

December 31, 2012

 

Statement of Operations

 

 

Investment Income   Year Ended
December 31, 2012
 

Dividends (net of foreign taxes, $36,552)

  $ 3,874,668   

Interest allocated from affiliated investment

    2,119   

Expenses allocated from affiliated investment

    (257

Total investment income

  $ 3,876,530   
Expenses        

Investment adviser fee

  $ 1,299,280   

Trustees’ fees and expenses

    8,290   

Custodian fee

    105,810   

Legal and accounting services

    39,923   

Miscellaneous

    12,509   

Total expenses

  $ 1,465,812   

Net investment income

  $ 2,410,718   
Realized and Unrealized Gain (Loss)        

Net realized gain (loss) —

 

Investment transactions

  $ 22,683,519   

Investment transactions allocated from affiliated investment

    39   

Written options

    74,911   

Foreign currency transactions

    (137

Net realized gain

  $ 22,758,332   

Change in unrealized appreciation (depreciation) —

 

Investments

  $ 4,576,377   

Written options

    79,211   

Foreign currency

    (20

Net change in unrealized appreciation (depreciation)

  $ 4,655,568   

Net realized and unrealized gain

  $ 27,413,900   

Net increase in net assets from operations

  $ 29,824,618   

 

  23   See Notes to Financial Statements.


Large-Cap Core Research Portfolio

December 31, 2012

 

Statements of Changes in Net Assets

 

 

    Year Ended December 31,  
Increase (Decrease) in Net Assets   2012     2011  

From operations —

   

Net investment income

  $ 2,410,718      $ 2,751,641   

Net realized gain from investment transactions, written options and foreign currency transactions

    22,758,332        1,033,472   

Net change in unrealized appreciation (depreciation) from investments, written options and foreign currency

    4,655,568        (7,417,354

Net increase (decrease) in net assets from operations

  $ 29,824,618      $ (3,632,241

Capital transactions —

   

Contributions

  $ 7,102,631      $ 35,679,422   

Withdrawals

    (52,627,001     (50,395,779

Net decrease in net assets from capital transactions

  $ (45,524,370   $ (14,716,357

Net decrease in net assets

  $ (15,699,752   $ (18,348,598
Net Assets   

At beginning of year

  $ 204,505,767      $ 222,854,365   

At end of year

  $ 188,806,015      $ 204,505,767   

 

  24   See Notes to Financial Statements.


Large-Cap Core Research Portfolio

December 31, 2012

 

Supplementary Data

 

 

    Year Ended December 31,    

Period Ended

December 31, 2009 (1)

 
Ratios/Supplemental Data   2012     2011     2010    

Ratios (as a percentage of average daily net assets):

                               

Expenses (2)

    0.73     0.73     0.73     0.86 % (3)  

Net investment income

    1.21     1.25     1.09     1.19 % (3)  

Portfolio Turnover

    91     64     44     10 % (4)  

Total Return

    16.18     (1.55 )%      10.68     8.63 % (4)  

Net assets, end of period (000’s omitted)

  $ 188,806      $ 204,506      $ 222,854      $ 214,153   

 

(1)

For the period from the start of business, November 1, 2009, to December 31, 2009.

 

(2)

Excludes the effect of custody fee credits, if any, of less than 0.005%.

 

(3)

Annualized.

 

(4)

Not annualized.

 

  25   See Notes to Financial Statements.


Large-Cap Core Research Portfolio

December 31, 2012

 

Notes to Financial Statements

 

 

1  Significant Accounting Policies

Large-Cap Core Research Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term capital appreciation by investing in a diversified portfolio of equity securities. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At December 31, 2012, Eaton Vance Large-Cap Core Research Fund and Eaton Vance Balanced Fund held an interest of 27.8% and 68.1%, respectively, in the Portfolio.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.

A  Investment Valuation  — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing 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 Global or Global Select Market generally are valued at the NASDAQ official 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 a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. Exchange-traded options are valued at the mean between the bid and asked prices at valuation time as reported by the Options Price Reporting Authority for U.S. listed options or by the relevant exchange or board of trade for non-U.S. listed options. Over-the-counter options are valued by a third party pricing service using techniques that consider factors including the value of the underlying instrument, the volatility of the underlying instrument and the period of time until option expiration. Short-term obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. The daily valuation of exchange-traded 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. When valuing foreign equity securities that meet certain criteria, the Portfolio’s Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

The Portfolio may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities based on available market quotations provided by a third party pricing service.

B  Investment Transactions  — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C  Income  — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

D  Federal Taxes  — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio’s investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor’s distributive share of the Portfolio’s net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.

As of December 31, 2012, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Portfolio files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

 

  26  


Large-Cap Core Research Portfolio

December 31, 2012

 

Notes to Financial Statements — continued

 

 

E  Expense Reduction  — State Street Bank and Trust Company (SSBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Portfolio maintains with SSBT. All credit balances, if any, used to reduce the Portfolio’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

F  Foreign Currency Translation  — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized 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.

G  Use of Estimates  — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

H  Indemnifications  — Under the Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders and the By-laws provide that the Portfolio shall assume the defense on behalf of any Portfolio interestholder. Moreover, the By-laws also provide for indemnification out of Portfolio property of any interestholder held personally liable solely by reason of being or having been an interestholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

I  Written Options  — Upon the writing of a call or put option, the premium received by the Portfolio is included in the Statement of Assets and Liabilities as a liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written, in accordance with the Portfolio’s policies on investment valuations discussed above. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or are closed are added to or offset against the proceeds or amount paid on the transaction to determine the realized gain or loss. When an index option is exercised, the Portfolio is required to deliver an amount of cash determined by the excess of the strike price of the option over the value of the index (in the case of a put) or the excess of the value of the index over the strike price of the option (in the case of a call) at contract termination. If a put option on a security is exercised, the premium reduces the cost basis of the securities purchased by the Portfolio. The Portfolio, as a writer of an option, may have no control over whether the underlying securities or other assets may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the securities or other assets underlying the written option. The Portfolio may also bear the risk of not being able to enter into a closing transaction if a liquid secondary market does not exist.

J  Purchased Options  — Upon the purchase of a call or put option, the premium paid by the Portfolio is included in the Statement of Assets and Liabilities as an investment. The amount of the investment is subsequently marked-to-market to reflect the current market value of the option purchased, in accordance with the Portfolio’s policies on investment valuations discussed above. As the purchaser of an index option, the Portfolio has the right to receive a cash payment equal to any depreciation in the value of the index below the strike price of the option (in the case of a put) or equal to any appreciation in the value of the index over the strike price of the option (in the case of a call) as of the valuation date of the option. If an option which the Portfolio had purchased expires on the stipulated expiration date, the Portfolio will realize a loss in the amount of the cost of the option. If the Portfolio enters into a closing sale transaction, the Portfolio will realize a gain or loss, depending on whether the sales proceeds from the closing sale transaction are greater or less than the cost of the option. If the Portfolio exercises a put option on a security, it will realize a gain or loss from the sale of the underlying security, and the proceeds from such sale will be decreased by the premium originally paid. If the Portfolio exercises a call option on a security, the cost of the security which the Portfolio purchases upon exercise will be increased by the premium originally paid. The risk associated with purchasing options is limited to the premium originally paid.

2  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.65% of the Portfolio’s average daily net assets up to $500 million, and is payable monthly. On net assets of $500 million and over the annual fee is reduced. The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended December 31, 2012, the Portfolio’s investment adviser fee amounted to $1,299,280 or 0.65% of the Portfolio’s average daily net assets.

Trustees and officers of the Portfolio who are members of EVM’s or BMR’s organizations receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended December 31, 2012, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

 

  27  


Large-Cap Core Research Portfolio

December 31, 2012

 

Notes to Financial Statements — continued

 

 

3  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $179,357,025 and $219,772,718, respectively, for the year ended December 31, 2012.

4  Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at December 31, 2012, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

  $ 160,562,808   

Gross unrealized appreciation

  $ 30,401,457   

Gross unrealized depreciation

    (2,141,951

Net unrealized appreciation

  $ 28,259,506   

The net unrealized appreciation on foreign currency and written options at December 31, 2012 on a federal income tax basis was $78,667.

5  Financial Instruments

The Portfolio may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include written options and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Portfolio has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered. A summary of written options at December 31, 2012 is included in the Portfolio of Investments.

Written options activity for the year ended December 31, 2012 was as follows:

 

      Number of
Contracts
     Premiums
Received
 

Outstanding, beginning of year

          $   

Options written

    6,297         610,233   

Options terminated in closing purchase transactions

    (3,180      (316,836

Options expired

    (2,471      (118,093

Outstanding, end of year

    646       $ 175,304   

At December 31, 2012, the Portfolio had sufficient cash and/or securities to cover commitments under these contracts.

The Portfolio is subject to equity price risk in the normal course of pursuing its investment objective. During the year ended December 31, 2012, the Portfolio entered into option transactions or a combination of option transactions on individual securities to seek return and/or to seek to reduce the Fund’s exposure to a decline in the stock price. The Portfolio is not subject to counterparty credit risk with respect to its written options as the Portfolio, not the counterparty, is obligated to perform under such derivatives.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is equity price risk at December 31, 2012 was as follows:

 

    Fair Value  
Derivative   Asset Derivative      Liability Derivative  

Written options

  $         —       $ (96,093 ) (1)  

 

(1)

Statement of Assets and Liabilities location: Written options outstanding, at value.

 

  28  


Large-Cap Core Research Portfolio

December 31, 2012

 

Notes to Financial Statements — continued

 

 

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Statement of Operations and whose primary underlying risk exposure is equity price risk for the year ended December 31, 2012 was as follows:

 

Derivative   Realized Gain (Loss)
on Derivatives Recognized
in Income (1)
     Change in Unrealized
Appreciation (Depreciation) on
Derivatives Recognized in  Income
 

Purchased options

  $ (53,129    $   

Written options

    74,911         79,211 (2)  

 

(1)

Statement of Operations location: Net realized gain (loss) – Investment transactions and Written options, respectively.

 

(2)

Statement of Operations location: Change in unrealized appreciation (depreciation) – Written options.

The average number of purchased options contracts outstanding during the year ended December 31, 2012, which is indicative of the volume of this derivative type, was approximately 222 contracts.

6  Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $600 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.08% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the year ended December 31, 2012.

7  Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

 

Ÿ  

Level 1 – quoted prices in active markets for identical investments

 

Ÿ  

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

Ÿ  

Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

  29  


Large-Cap Core Research Portfolio

December 31, 2012

 

Notes to Financial Statements — continued

 

 

At December 31, 2012, the hierarchy of inputs used in valuing the Portfolio’s investments and open derivative instruments, which are carried at value, were as follows:

 

Asset Description   Level 1      Level 2      Level 3      Total  

Common Stocks

  $ 186,331,700    $       $         —       $ 186,331,700   

Short-Term Investments

            2,490,614                 2,490,614   

Total Investments

  $ 186,331,700       $ 2,490,614       $       $ 188,822,314   

Liability Description

                                  

Call Options Written

  $ (6,843    $       $       $ (6,843

Put Options Written

    (89,250                      (89,250

Total

  $ (96,093    $       $       $ (96,093

 

* The level classification by major category of investments is the same as the category presentation in the Portfolio of Investments.

The Portfolio held no investments or other financial instruments as of December 31, 2011 whose fair value was determined using Level 3 inputs. At December 31, 2012, there were no investments transferred between Level 1 and Level 2 during the year then ended.

 

  30  


Large-Cap Core Research Portfolio

December 31, 2012

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees and Investors of Large-Cap Core Research Portfolio:

We have audited the accompanying statement of assets and liabilities of Large-Cap Core Research Portfolio (the “Portfolio”), including the portfolio of investments, as of December 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the three years in the period then ended and for the period from the start of business, November 1, 2009, to December 31, 2009. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data 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 and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included 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 Portfolio’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 owned as of December 31, 2012, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Large-Cap Core Research Portfolio as of December 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the three years in the period then ended and for the period from the start of business, November 1, 2009, to December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 20, 2013

 

  31  


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Management and Organization

 

 

Fund Management.   The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Large-Cap Core Research Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 188 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.

 

Name and Year of Birth   

Position(s)

with the
Trust and the
Portfolio

     Length of
Service
    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Interested Trustee

Thomas E. Faust Jr.

1958

   Trustee      Of the Trust since 2007 and of the Portfolio since 2009     

Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 188 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and the Portfolio.

Directorships in the Last Five Years. (1) Director of EVC and Hexavest Inc.

            

Noninterested Trustees

Scott E. Eston

1956

   Trustee      Since 2011     

Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997).

Directorships in the Last Five Years. None.

Benjamin C. Esty

1963

   Trustee      Of the Trust since 2005 and of the Portfolio since 2009     

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

Directorships in the Last Five Years. (1) None.

Allen R. Freedman

1940

   Trustee      Of the Trust since 2007 and of the Portfolio since 2009     

Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000).

Directorships in the Last Five Years. (1) Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park

1947

   Trustee      Of the Trust since 2003 and of the Portfolio since 2009     

Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981).

Directorships in the Last Five Years. (1) None.

 

  32  


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the
Trust and the
Portfolio

     Length of
Service
    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Noninterested Trustees (continued)

Ronald A. Pearlman

1940

   Trustee      Of the Trust since 2003 and of the Portfolio since 2009     

Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990).

Directorships in the Last Five Years. (1) None.

Helen Frame Peters

1948

   Trustee      Of the Trust since 2008 and of the Portfolio since 2009     

Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998).

Directorships in the Last Five Years. (1) Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout

1957

   Trustee      Of the Trust since 1998 and of the Portfolio since 2009     

Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.

Directorships in the Last Five Years. (1) None.

Harriett Tee Taggart

1948

   Trustee      Since 2011     

Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006).

Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

Ralph F. Verni

1943

  

Chairman of the Board and

Trustee

     Chairman of the Board since 2007, Trustee of the Trust since 2005 and of the Portfolio since 2009     

Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006).

Directorships in the Last Five Years. (1 ) None.

            

Principal Officers who are not Trustees

Name and Year of Birth    Position(s)
with the
Trust and the
Portfolio
    

Length of

Service

    

Principal Occupation(s)

During Past Five Years

Duncan W. Richardson

1957

   President of the Trust and Vice President of the Portfolio      Since 2011      Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Charles B. Gaffney

1972

   President of the Portfolio      Since 2011      Director of Equity Research and a Vice President of EVM and BMR.

Payson F. Swaffield

1956

   Vice President of the Trust      Since 2011      Vice President and Chief Income Investment Officer of EVM and BMR.

Barbara E. Campbell

1957

   Treasurer      Of the Trust since 2005 and of the Portfolio since 2009      Vice President of EVM and BMR.

 

  33  


Eaton Vance

Large-Cap Core Research Fund

December 31, 2012

 

Management and Organization — continued

 

 

Name and Year of Birth    Position(s)
with the
Trust and the
Portfolio
    

Length of

Service

    

Principal Occupation(s)

During Past Five Years

Principal Officers who are not Trustees (continued)

Maureen A. Gemma

1960

   Vice President, Secretary and Chief Legal Officer      Vice President since 2011; Secretary of the Trust since 2007 and of the Portfolio since 2009 and Chief Legal Officer since 2008      Vice President of EVM and BMR.

Paul M. O’Neil

1953

   Chief Compliance Officer      Of the Trust since 2004 and of the Portfolio since 2009      Vice President of EVM and BMR.

 

(1)  

During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009).

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolio and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

 

  34  


Eaton Vance Funds

 

IMPORTANT NOTICES

 

 

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:

 

Ÿ  

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.

 

Ÿ  

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.

 

Ÿ  

Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

 

Ÿ  

We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy 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, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only 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 advisor/broker-dealer, it is likely that only such advisor’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 (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, 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 advisor. 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 advisor.

Portfolio Holdings.   Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’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 most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.

 

  35  


 

 

This Page Intentionally Left Blank


Investment Adviser of Large-Cap Core Research Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Large-Cap Core Research Fund

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

 
* FINRA BrokerCheck.   Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing this program is available to investors at www.FINRA.org.


LOGO

 

1325-2/13   ERSRC


 

Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

 

Annual Report

December 31, 2012

 

 

LOGO  

 

 

 

 

LOGO


 

 

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.

This report must be preceded or accompanied by a current prospectus or summary prospectus. Before investing, investors should consider carefully the investment objective, risks, and charges and expenses of a mutual fund. This and other important information is contained in the prospectus or summary prospectus, which can be obtained from a financial advisor. Prospective investors should read the prospectus carefully before investing. For further information, please call 1-800-262-1122.


Annual Report December 31, 2012

Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

Table of Contents

 

Management’s Discussion of Fund Performance

     2   

Performance

  
  

Tax-Managed Growth Fund 1.1

     3   

Tax-Managed Growth Fund 1.2

     4   
  

Fund Profile

     5   

Endnotes and Additional Disclosures

     6   

Fund Expenses

     7   

Financial Statements

     9   

Report of Independent Registered Public Accounting Firm

     29 and 45   

Federal Tax Information

     30   

Management and Organization

     46   

Important Notices

     52   


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Management’s Discussion of Fund Performance 1

 

 

Economic and Market Conditions

Early in the 12-month period ended December 31, 2012, U.S. stocks began a rally that continued through early April 2012. Equities were generally fueled by stronger economic growth, falling unemployment and what the markets perceived as a successful restructuring of Greek debt, which lowered the potential for European contagion. Then in May 2012, the third consecutive mid-year economic slowdown arrived amid renewed concerns over Europe, slowing growth in China and continuing political uncertainty in the United States ahead of the elections.

However, despite a slowdown in consumer spending, weakening employment data and downward revisions of growth expectations, U.S. stocks rallied from June 2012 through early October 2012. Several catalysts appeared to be driving a market rally that defied U.S. economic data. First, investors anticipated that worsening economic news would prompt the U.S. Federal Reserve to initiate another round of quantitative easing to stimulate the economy — which it did in September 2012. Second, many of the investors who were hunting for yield in a historically low interest-rate environment were driven to stocks that offered higher yields than bonds. Finally, Europe’s ongoing debt crisis and a slowdown in Chinese growth made the United States, despite its problems, look relatively attractive to many global investors.

In the final months of the fiscal year, however, from early October 2012 through December 2012, U.S. stocks gave back some of their gains amid elevated market volatility. With the U.S. elections leaving Congress still divided on economic issues, investors grew increasingly worried about a political deadlock on tax and spending policies — an impasse that left the United States rushing toward a so-called “fiscal cliff” that threatened to drag down its economy. On the positive side, investors appeared to be encouraged by improving employment numbers, signs of an accelerating recovery in the housing market, and the European Central Bank’s efforts to strengthen and centralize the European banking system.

Fund Performance

For the fiscal year ended December 31, 2012, Eaton Vance Tax-Managed Growth Fund 1.1 and Eaton Vance Tax-Managed Growth Fund 1.2 (each a “Fund” and collectively “the Funds”) had total returns of 15.05% and 14.87%, respectively, for Class A shares at net asset value (NAV). By comparison, the Funds’ benchmark, the S&P 500 Index (the Index) 2 , returned 16.00% during the period.

While the Funds’ sector positioning positively contributed to returns relative to the Index during the period, stock selection overall held back each Fund’s relative performance versus the Index. Throughout much of the year, the equity market fluctuated between “risk-on” and “risk-off” preference. Consequently, the Funds’ longer-term investment style was often out of sync with sentiment-driven market rotations. Nevertheless, the Funds benefited from their broad industry diversification 7 and recorded positive returns in eight of the 10 Index sectors during the period. The Index recorded positive returns in all 10 sectors.

During the period, the Funds generated favorable results versus the Index in the utilities, materials and health care sectors, and relatively weaker performance versus the Index in the information technology (IT), financials and energy sectors. The biggest detractor from each Fund’s performance versus the Index was the IT sector, where an overweight in the lagging semiconductors & equipment industry and stock selection in the computers and peripherals industry drove most of the underperformance versus the Index. Within the financials sector, the Funds achieved better-than-Index returns in the capital markets, insurance and commercial banks industries. However, relative underweights in the two strongest-performing diversified financial services names held back positive stock selection results within the sector. Each Fund’s underperformance versus the Index within the energy sector was mostly due to stock selection in the oil, gas and consumables industries.

On the positive side, an underweight in the utilities sector provided a boost to each Fund’s performance versus the Index, as the sector lagged notably during the 12-month period. Both stock selection and an underweight in the materials sector were beneficial. Within materials, stock selection in the chemicals industry lifted each Fund’s returns versus the Index, as did an underweight in the lagging metals & mining industry. In the consumer discretionary sector, emphasis on the specialty retailing industry proved timely. A leading off-price fashion and home furnishings retailer was among each Fund’s top-performing individual stocks during the period. The consumer staples sector also outperformed relative to the Index thanks to stock selection, which offset an overweight in the lagging sector. Within consumer staples, stock selection and an underweight in the household products industry aided each Fund’s returns versus the Index.

 

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) 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 less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to www.eatonvance.com.

 

  2  


Eaton Vance

Tax-Managed Growth Fund 1.1

December 31, 2012

 

Performance 2,3

 

Portfolio Managers Duncan W. Richardson, CFA, Lewis R. Piantedosi, Michael A. Allison, CFA and Yana S. Barton, CFA

 

% Average Annual Total Returns    Inception Date      One Year      Five Years      Ten Years  

Class A at NAV

     03/28/1996         15.05      1.32      5.90

Class A with 5.75% Maximum Sales Charge

             8.44         0.13         5.28   

Class B at NAV

     03/28/1996         14.18         0.57         5.12   

Class B with 5% Maximum Sales Charge

             9.18         0.18         5.12   

Class C at NAV

     08/02/1996         14.19         0.57         5.11   

Class C with 1% Maximum Sales Charge

             13.19         0.57         5.11   

Class I at NAV

     07/02/1999         15.35         1.57         6.18   

Class S at NAV

     05/14/1999         15.22         1.47         6.06   

S&P 500 Index

             16.00      1.66      7.09
           
% After-Tax Returns with Maximum Sales Charge    Inception Date      One Year      Five Years      Ten Years  

Class A After Taxes on Distributions

     03/28/1996         8.22      -0.08      5.10

Class A After Taxes on Distributions and Sale of Fund Shares

             5.79         0.08         4.60   

Class B After Taxes on Distributions

     03/28/1996         9.10         0.14         5.09   

Class B After Taxes on Distributions and Sale of Fund Shares

             6.07         0.15         4.48   

Class C After Taxes on Distributions

     08/02/1996         13.05         0.45         5.03   

Class C After Taxes on Distributions and Sale of Fund Shares

             8.76         0.46         4.46   

Class I After Taxes on Distributions

     07/02/1999         15.05         1.31         5.93   

Class I After Taxes on Distributions and Sale of Fund Shares

             10.39         1.30         5.40   

Class S After Taxes on Distributions

     05/14/1999         14.62         1.19         5.81   

Class S After Taxes on Distributions and Sale of Fund Shares

             9.90         1.16         5.24   
           
% Total Annual Operating Expense Ratios 4    Class A      Class B      Class C      Class I  
     0.86      1.61      1.61      0.61

Growth of $10,000

 

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

 

LOGO

 

Growth of Investment    Amount Invested    Period Beginning    At NAV   With Maximum
Sales Charge

Class B

   $10,000    12/31/2002    $16,476   N.A.

Class C

   $10,000    12/31/2002    $16,462   N.A.

Class I

   $250,000    12/31/2002    $455,557   N.A.

Class S

   $10,000    12/31/2002    $18,017   N.A.

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) 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 less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to www.eatonvance.com.

 

  3  


Eaton Vance

Tax-Managed Growth Fund 1.2

December 31, 2012

 

Performance 2,3

 

Portfolio Managers Duncan W. Richardson, CFA, Lewis R. Piantedosi, Michael A. Allison, CFA and Yana S. Barton, CFA

 

% Average Annual Total Returns    Inception Date      One Year      Five Years      Ten Years  

Class A at NAV

     02/28/2001         14.87      1.15      5.72

Class A with 5.75% Maximum Sales Charge

             8.25         -0.04         5.10   

Class B at NAV

     02/28/2001         14.02         0.40         4.94   

Class B with 5% Maximum Sales Charge

             9.02         0.01         4.94   

Class C at NAV

     02/28/2001         13.98         0.39         4.93   

Class C with 1% Maximum Sales Charge

             12.98         0.39         4.93   

Class I at NAV

     02/28/2001         15.12         1.41         5.99   

S&P 500 Index

             16.00      1.66      7.09
           
% After-Tax Returns with Maximum Sales Charge    Inception Date      One Year      Five Years      Ten Years  

Class A After Taxes on Distributions

     02/28/2001         8.05      -0.23      4.95

Class A After Taxes on Distributions and Sale of Fund Shares

             5.63         -0.07         4.44   

Class B After Taxes on Distributions

     02/28/2001         8.99         -0.03         4.92   

Class B After Taxes on Distributions and Sale of Fund Shares

             5.89         0.00         4.32   

Class C After Taxes on Distributions

     02/28/2001         12.89         0.32         4.89   

Class C After Taxes on Distributions and Sale of Fund Shares

             8.56         0.32         4.31   

Class I After Taxes on Distributions

     02/28/2001         14.87         1.18         5.81   

Class I After Taxes on Distributions and Sale of Fund Shares

             10.17         1.16         5.24   
           
% Total Annual Operating Expense Ratios 4    Class A      Class B      Class C      Class I  
     1.04      1.80      1.80      0.79

Growth of $10,000

 

This graph shows the change in value of a hypothetical investment of $10,000 in Class A of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

 

LOGO

 

Growth of Investment    Amount Invested    Period Beginning    At NAV   With Maximum
Sales Charge

Class B

   $10,000    12/31/2002    $16,205   N.A.

Class C

   $10,000    12/31/2002    $16,187   N.A.

Class I

   $250,000    12/31/2002    $447,703   N.A.

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) 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 less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to www.eatonvance.com.

 

  4  


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Fund Profile 5

 

 

Sector Allocation (% of net assets) 6

 

 

LOGO

 

Top 10 Holdings (% of net assets) 6

 

 

Apple, Inc.

     2.8

Walt Disney Co. (The)

     2.8   

Oracle Corp.

     2.6   

QUALCOMM, Inc.

     2.6   

Coca-Cola Co. (The)

     2.4   

Accenture PLC, Class A

     2.4   

Exxon Mobil Corp.

     2.4   

Intel Corp.

     2.3   

Deere & Co.

     2.2   

United Technologies Corp.

     2.2   

Total

     24.7
 

 

See Endnotes and Additional Disclosures in this report.

 

  5  


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Endnotes and Additional Disclosures

 

 

1  

The views expressed in this report are those of the portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as “forward looking statements”. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

 

2  

S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

 

3  

Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares. After-tax returns are calculated using certain assumptions, including using the highest historical individual federal income tax rates and do not reflect the impact of state/local taxes. Actual after-tax returns depend on a shareholder’s tax situation and the actual characterization of distributions and may differ from those shown. After-tax returns are not relevant to shareholders who hold shares in tax-deferred accounts or shares held by nontaxable entities. Return After Taxes on Distributions may be the same as Return Before Taxes for the same period because no taxable distributions were made during that period. Return After Taxes on Distributions and Sale of Fund Shares may be greater than or equal to Return After Taxes on Distributions for the same period because of losses realized on the sale of Fund shares. The Fund’s after-tax returns also may reflect foreign tax credits passed by the Fund to its shareholders.

 

4  

Source: Fund prospectus.

 

5  

Fund invests in an affiliated investment company (Portfolio) with the same objective(s) and policies as the Fund. References to investments are to the Portfolio’s holdings.

 

6  

Excludes cash and cash equivalents.

7  

Diversification cannot guarantee a profit or eliminate the risk of a loss.

 

   Fund profile subject to change due to active management.
 

 

  6  


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Fund Expenses

 

 

Example:  As a Fund shareholder, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of Fund investing 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, 2012 – December 31, 2012).

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 section, 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 section 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 Fund return. 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 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 be higher.

Eaton Vance Tax-Managed Growth Fund 1.1

 

 

       Beginning
Account Value
(7/1/12)
     Ending
Account Value
(12/31/12)
     Expenses Paid
During Period*
(7/1/12 – 12/31/12)
     Annualized
Expense
Ratio
 
           

Actual

  

        

Class A

   $ 1,000.00       $ 1,055.80       $ 4.39         0.85

Class B

   $ 1,000.00       $ 1,051.60       $ 8.20         1.59

Class C

   $ 1,000.00       $ 1,051.10       $ 8.25         1.60

Class I

   $ 1,000.00       $ 1,056.80       $ 3.10         0.60

Class S

   $ 1,000.00       $ 1,056.40       $ 3.57         0.69
                                     
           

Hypothetical

  

        

(5% return per year before expenses)

  

        

Class A

   $ 1,000.00       $ 1,020.90       $ 4.32         0.85

Class B

   $ 1,000.00       $ 1,017.10       $ 8.06         1.59

Class C

   $ 1,000.00       $ 1,017.10       $ 8.11         1.60

Class I

   $ 1,000.00       $ 1,022.10       $ 3.05         0.60

Class S

   $ 1,000.00       $ 1,021.70       $ 3.51         0.69

 

* Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, 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, 2012. The Example reflects the expenses of both the Fund and the Portfolio.

 

  7  


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Fund Expenses — continued

 

 

Eaton Vance Tax-Managed Growth Fund 1.2

 

 

       Beginning
Account Value
(7/1/12)
     Ending
Account Value
(12/31/12)
     Expenses Paid
During Period*
(7/1/12 – 12/31/12)
     Annualized
Expense
Ratio
 
           

Actual

  

        

Class A

   $ 1,000.00       $ 1,054.40       $ 5.27         1.02

Class B

   $ 1,000.00       $ 1,050.80       $ 9.12         1.77

Class C

   $ 1,000.00       $ 1,049.80       $ 9.12         1.77

Class I

   $ 1,000.00       $ 1,056.00       $ 4.08         0.79
                                     
           

Hypothetical

  

        

(5% return per year before expenses)

  

        

Class A

   $ 1,000.00       $ 1,020.00       $ 5.18         1.02

Class B

   $ 1,000.00       $ 1,016.20       $ 8.97         1.77

Class C

   $ 1,000.00       $ 1,016.20       $ 8.97         1.77

Class I

   $ 1,000.00       $ 1,021.20       $ 4.01         0.79

 

* Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, 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, 2012. The Example reflects the expenses of both the Fund and the Portfolio.

 

  8  


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Statement of Assets and Liabilities

 

 

    December 31, 2012  
Assets   Tax-Managed
Growth Fund 1.1
    Tax-Managed
Growth Fund 1.2
 

Investment in Tax-Managed Growth Portfolio, at value (identified cost, $591,042,120 and $258,653,574, respectively)

  $ 1,139,087,871      $ 451,184,147   

Receivable for Fund shares sold

    1,292,037        721,750   

Total assets

  $ 1,140,379,908      $ 451,905,897   
Liabilities                

Payable for Fund shares redeemed

  $ 5,254,778      $ 1,828,850   

Payable to affiliates:

   

Administration fee

           57,392   

Distribution and service fees

    387,627        180,135   

Trustees’ fees

    125        125   

Accrued expenses

    320,604        135,754   

Total liabilities

  $ 5,963,134      $ 2,202,256   

Net Assets

  $ 1,134,416,774      $ 449,703,641   
Sources of Net Assets                

Paid-in capital

  $ 1,418,228,618      $ 504,662,449   

Accumulated net realized loss from Portfolio

    (832,004,230     (247,534,896

Accumulated undistributed net investment income

    146,635        45,515   

Net unrealized appreciation from Portfolio

    548,045,751        192,530,573   

Total

  $ 1,134,416,774      $ 449,703,641   
Class A Shares                

Net Assets

  $ 863,386,580      $ 282,749,920   

Shares Outstanding

    32,208,301        23,441,434   

Net Asset Value and Redemption Price Per Share

   

(net assets ÷ shares of beneficial interest outstanding)

  $ 26.81      $ 12.06   

Maximum Offering Price Per Share

   

(100 ÷ 94.25 of net asset value per share)

  $ 28.45      $ 12.80   
Class B Shares                

Net Assets

  $ 11,825,049      $ 9,788,976   

Shares Outstanding

    450,997        821,319   

Net Asset Value and Offering Price Per Share*

   

(net assets ÷ shares of beneficial interest outstanding)

  $ 26.22      $ 11.92   
Class C Shares                

Net Assets

  $ 222,682,356      $ 129,144,181   

Shares Outstanding

    9,174,252        10,960,192   

Net Asset Value and Offering Price Per Share*

   

(net assets ÷ shares of beneficial interest outstanding)

  $ 24.27      $ 11.78   
Class I Shares                

Net Assets

  $ 28,049,084      $ 28,020,564   

Shares Outstanding

    1,116,139        2,320,273   

Net Asset Value, Offering Price and Redemption Price Per Share

   

(net assets ÷ shares of beneficial interest outstanding)

  $ 25.13      $ 12.08   
Class S Shares                

Net Assets

  $ 8,473,705      $   

Shares Outstanding

    312,104          

Net Asset Value, Offering Price and Redemption Price Per Share

   

(net assets ÷ shares of beneficial interest outstanding)

  $ 27.15      $   

On sales of $50,000 or more, the offering price of Class A shares is reduced.

 

* Redemption price per share is equal to the net asset value less any applicable contingent deferred sales charge.

 

  9   See Notes to Financial Statements.


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Statement of Operations

 

 

    Year Ended December 31, 2012  
Investment Income  

Tax-Managed

Growth Fund 1.1

   

Tax-Managed

Growth Fund 1.2

 

Dividends allocated from Portfolio (net of foreign taxes, $358,740 and $141,844, respectively)

  $ 26,432,037      $ 10,442,325   

Interest allocated from Portfolio

    12,774        5,046   

Miscellaneous income

    9,404          

Expenses allocated from Portfolio

    (5,602,116     (2,212,761

Total investment income

  $ 20,852,099      $ 8,234,610   
Expenses                

Administration fee

  $      $ 692,446   

Distribution and service fees

   

Class A

    2,238,503        724,140   

Class B

    154,488        144,535   

Class C

    2,313,008        1,344,897   

Class S

    10,542          

Trustees’ fees and expenses

    500        500   

Custodian fee

    39,280        39,649   

Transfer and dividend disbursing agent fees

    993,183        379,885   

Professional fees

    23,070        19,803   

Printing and postage

    111,353        51,498   

Registration fees

    66,338        63,049   

Miscellaneous

    274,122        134,929   

Total expenses

  $ 6,224,387      $ 3,595,331   

Deduct —

   

Reduction of custodian fee

  $      $ 4   

Total expense reductions

  $      $ 4   

Net expenses

  $ 6,224,387      $ 3,595,327   

Net investment income

  $ 14,627,712      $ 4,639,283   
Realized and Unrealized Gain (Loss) from Portfolio                

Net realized gain (loss) —

   

Investment transactions (1)

  $ 133,642,882      $ 38,342,068   

Foreign currency transactions

    16,576        6,548   

Net realized gain

  $ 133,659,458      $ 38,348,616   

Change in unrealized appreciation (depreciation) —

   

Investments

  $ 14,095,723      $ 19,884,796   

Foreign currency

    (8,445     (3,336

Net change in unrealized appreciation (depreciation)

  $ 14,087,278      $ 19,881,460   

Net realized and unrealized gain

  $ 147,746,736      $ 58,230,076   

Net increase in net assets from operations

  $ 162,374,448      $ 62,869,359   

 

(1)  

Includes $136,950,086 and $39,144,384, respectively, of net realized gains from redemptions in-kind.

 

  10   See Notes to Financial Statements.


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Statements of Changes in Net Assets

 

 

    Year Ended December 31, 2012  
Increase (Decrease) in Net Assets   Tax-Managed
Growth Fund 1.1
    Tax-Managed
Growth Fund 1.2
 

From operations —

   

Net investment income

  $ 14,627,712      $ 4,639,283   

Net realized gain from investment and foreign currency transactions

    133,659,458        38,348,616   

Net change in unrealized appreciation (depreciation) from investments and foreign currency

    14,087,278        19,881,460   

Net increase in net assets from operations

  $ 162,374,448      $ 62,869,359   

Distributions to shareholders —

   

From net investment income

   

Class A

  $ (12,231,917   $ (3,559,011

Class B

    (57,895     (15,381

Class C

    (1,870,524     (696,568

Class I

    (263,625     (340,720

Class S

    (129,639       

Total distributions to shareholders

  $ (14,553,600   $ (4,611,680

Transactions in shares of beneficial interest —

   

Proceeds from sale of shares

   

Class A

  $ 4,058,321      $ 12,665,717   

Class B

    44,723        97,859   

Class C

    1,729,684        4,511,348   

Class I

    160,543,678        68,940,102   

Net asset value of shares issued to shareholders in payment of distributions declared

   

Class A

    10,408,548        3,190,909   

Class B

    52,236        13,747   

Class C

    1,484,137        571,264   

Class I

    192,869        301,295   

Class S

    14,597          

Cost of shares redeemed

   

Class A

    (135,303,891     (55,883,833

Class B

    (2,924,701     (3,457,224

Class C

    (37,088,662     (23,733,240

Class I

    (158,610,688     (65,095,874

Class S

    (4,751,155       

Net asset value of shares exchanged

   

Class A

    6,430,465        8,125,987   

Class B

    (6,430,465     (8,125,987

Net decrease in net assets from Fund share transactions

  $ (160,150,304   $ (57,877,930

Net increase (decrease) in net assets

  $ (12,329,456   $ 379,749   
Net Assets   

At beginning of year

  $ 1,146,746,230      $ 449,323,892   

At end of year

  $ 1,134,416,774      $ 449,703,641   
Accumulated undistributed net investment income
included in net assets
   

At end of year

  $ 146,635      $ 45,515   

 

  11   See Notes to Financial Statements.


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Statements of Changes in Net Assets — continued

 

 

    Year Ended December 31, 2011  
Increase (Decrease) in Net Assets   Tax-Managed
Growth Fund 1.1
    Tax-Managed
Growth Fund 1.2
 

From operations —

   

Net investment income

  $ 12,146,636      $ 3,485,953   

Net realized gain from investment and foreign currency transactions

    67,384,013        14,670,616   

Net change in unrealized appreciation (depreciation) from investments and foreign currency

    (75,794,274     (17,935,280

Net increase in net assets from operations

  $ 3,736,375      $ 221,289   

Distributions to shareholders —

   

From net investment income

   

Class A

  $ (10,480,694   $ (2,881,127

Class B

    (35,627       

Class C

    (1,257,200     (344,632

Class I

    (280,476     (261,576

Class S

    (160,661       

Total distributions to shareholders

  $ (12,214,658   $ (3,487,335

Transactions in shares of beneficial interest —

   

Proceeds from sale of shares

   

Class A

  $ 4,249,109      $ 9,977,567   

Class B

    758,365        675,043   

Class C

    1,575,404        4,663,072   

Class I

    177,821,585        93,667,652   

Net asset value of shares issued to shareholders in payment of distributions declared

   

Class A

    8,712,892        2,471,838   

Class B

    31,049          

Class C

    979,685        274,615   

Class I

    124,289        186,166   

Class S

    11,810          

Cost of shares redeemed

   

Class A

    (153,182,158     (79,168,302

Class B

    (3,888,789     (6,500,071

Class C

    (37,791,369     (27,940,395

Class I

    (165,506,305     (83,682,062

Class S

    (743,458       

Net asset value of shares exchanged

   

Class A

    10,100,176        14,545,472   

Class B

    (10,100,176     (14,545,472

Net decrease in net assets from Fund share transactions

  $ (166,847,891   $ (85,374,877

Net decrease in net assets

  $ (175,326,174   $ (88,640,923
Net Assets   

At beginning of year

  $ 1,322,072,404      $ 537,964,815   

At end of year

  $ 1,146,746,230      $ 449,323,892   
Accumulated undistributed net investment income
included in net assets
   

At end of year

  $ 61,890      $ 14,095   

 

  12   See Notes to Financial Statements.


Eaton Vance

Tax-Managed Growth Fund 1.1

December 31, 2012

 

Financial Highlights

 

 

    Class A  
    Year Ended December 31,  
      2012     2011     2010     2009     2008  

Net asset value — Beginning of year

  $ 23.630      $ 23.820      $ 21.400      $ 17.660      $ 26.930   
Income (Loss) From Operations                                        

Net investment income (1)

  $ 0.366      $ 0.275      $ 0.226      $ 0.260      $ 0.333   

Net realized and unrealized gain (loss)

    3.195        (0.176     2.433        3.768        (9.236

Total income (loss) from operations

  $ 3.561      $ 0.099      $ 2.659      $ 4.028      $ (8.903
Less Distributions                                        

From net investment income

  $ (0.381   $ (0.289   $ (0.239   $ (0.285   $ (0.367

Tax return of capital

                         (0.003       

Total distributions

  $ (0.381   $ (0.289   $ (0.239   $ (0.288   $ (0.367

Net asset value — End of year

  $ 26.810      $ 23.630      $ 23.820      $ 21.400      $ 17.660   

Total Return (2)

    15.05     0.42     12.43     22.79     (33.04 )% 
Ratios/Supplemental Data                                        

Net assets, end of year (000’s omitted)

  $ 863,387      $ 864,789      $ 1,000,249      $ 1,036,371      $ 979,380   

Ratios (as a percentage of average daily net assets):

         

Expenses (3)(4)

    0.86     0.86     0.87     0.91     0.86

Net investment income

    1.40     1.15     1.04     1.42     1.45

Portfolio Turnover of the Portfolio

    2     2     2     3     3

Portfolio Turnover of the Fund (5)

                  8              

 

(1)  

Computed using average shares outstanding.

 

(2)  

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

 

(3)  

Includes the Fund’s share of the Portfolio’s allocated expenses.

 

(4)  

Excludes the effect of custody fee credits, if any, of less than 0.005%.

 

(5)  

Percentage includes both the Fund’s contributions to and withdrawals from the Portfolio and purchases and sales of securities held directly by the Fund.

 

  13   See Notes to Financial Statements.


Eaton Vance

Tax-Managed Growth Fund 1.1

December 31, 2012

 

Financial Highlights — continued

 

 

    Class B  
    Year Ended December 31,  
      2012     2011     2010     2009     2008  

Net asset value — Beginning of year

  $ 23.070      $ 23.190      $ 20.790      $ 17.100      $ 25.780   
Income (Loss) From Operations                                        

Net investment income (1)

  $ 0.156      $ 0.087      $ 0.059      $ 0.127      $ 0.145   

Net realized and unrealized gain (loss)

    3.118        (0.163     2.352        3.617        (8.789

Total income (loss) from operations

  $ 3.274      $ (0.076   $ 2.411      $ 3.744      $ (8.644
Less Distributions                                        

From net investment income

  $ (0.124   $ (0.044   $ (0.011   $ (0.054   $ (0.036

Tax return of capital

                        (0.000 ) (2)         

Total distributions

  $ (0.124   $ (0.044   $ (0.011   $ (0.054   $ (0.036

Net asset value — End of year

  $ 26.220      $ 23.070      $ 23.190      $ 20.790      $ 17.100   

Total Return (3)

    14.18     (0.33 )%      11.60     21.89     (33.53 )% 
Ratios/Supplemental Data                                        

Net assets, end of year (000’s omitted)

  $ 11,825      $ 18,835      $ 32,084      $ 52,538      $ 115,096   

Ratios (as a percentage of average daily net assets):

         

Expenses (4)(5)

    1.61     1.61     1.62     1.67     1.61

Net investment income

    0.62     0.37     0.28     0.73     0.64

Portfolio Turnover of the Portfolio

    2     2     2     3     3

Portfolio Turnover of the Fund (6)

                  8              

 

(1)  

Computed using average shares outstanding.

 

(2)  

Less than $0.001 per share.

 

(3)  

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

 

(4)  

Includes the Fund’s share of the Portfolio’s allocated expenses.

 

(5)  

Excludes the effect of custody fee credits, if any, of less than 0.005%.

 

(6)  

Percentage includes both the Fund’s contributions to and withdrawals from the Portfolio and purchases and sales of securities held directly by the Fund.

 

  14   See Notes to Financial Statements.


Eaton Vance

Tax-Managed Growth Fund 1.1

December 31, 2012

 

Financial Highlights — continued

 

 

    Class C  
    Year Ended December 31,  
      2012     2011     2010     2009     2008  

Net asset value — Beginning of year

  $ 21.430      $ 21.630      $ 19.450      $ 16.080      $ 24.480   
Income (Loss) From Operations                                        

Net investment income (1)

  $ 0.154      $ 0.086      $ 0.057      $ 0.112      $ 0.144   

Net realized and unrealized gain (loss)

    2.889        (0.167     2.205        3.412        (8.362

Total income (loss) from operations

  $ 3.043      $ (0.081   $ 2.262      $ 3.524      $ (8.218
Less Distributions                                        

From net investment income

  $ (0.203   $ (0.119   $ (0.082   $ (0.153   $ (0.182

Tax return of capital

                         (0.001       

Total distributions

  $ (0.203   $ (0.119   $ (0.082   $ (0.154   $ (0.182

Net asset value — End of year

  $ 24.270      $ 21.430      $ 21.630      $ 19.450      $ 16.080   

Total Return (2)

    14.19     (0.37 )%      11.63     21.90     (33.56 )% 
Ratios/Supplemental Data                                        

Net assets, end of year (000’s omitted)

  $ 222,682      $ 227,541      $ 264,689      $ 281,787      $ 286,459   

Ratios (as a percentage of average daily net assets):

         

Expenses (3)(4)

    1.61     1.61     1.62     1.66     1.61

Net investment income

    0.65     0.39     0.29     0.67     0.69

Portfolio Turnover of the Portfolio

    2     2     2     3     3

Portfolio Turnover of the Fund (5)

                  8              

 

(1)  

Computed using average shares outstanding.

 

(2)  

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

 

(3)  

Includes the Fund’s share of the Portfolio’s allocated expenses.

 

(4)  

Excludes the effect of custody fee credits, if any, of less than 0.005%.

 

(5)  

Percentage includes both the Fund’s contributions to and withdrawals from the Portfolio and purchases and sales of securities held directly by the Fund.

 

  15   See Notes to Financial Statements.


Eaton Vance

Tax-Managed Growth Fund 1.1

December 31, 2012

 

Financial Highlights — continued

 

 

    Class I  
    Year Ended December 31,  
      2012     2011     2010     2009     2008  

Net asset value — Beginning of year

  $ 22.170      $ 22.380      $ 20.160      $ 16.640      $ 25.400   
Income (Loss) From Operations                                        

Net investment income (1)

  $ 0.427      $ 0.323      $ 0.239      $ 0.263      $ 0.250   

Net realized and unrealized gain (loss)

    2.982        (0.180     2.279        3.594        (8.580

Total income (loss) from operations

  $ 3.409      $ 0.143      $ 2.518      $ 3.857      $ (8.330
Less Distributions                                        

From net investment income

  $ (0.449   $ (0.353   $ (0.298   $ (0.334   $ (0.430

Tax return of capital

                         (0.003       

Total distributions

  $ (0.449   $ (0.353   $ (0.298   $ (0.337   $ (0.430

Net asset value — End of year

  $ 25.130      $ 22.170      $ 22.380      $ 20.160      $ 16.640   

Total Return (2)

    15.35     0.65     12.49     23.16     (32.77 )% 
Ratios/Supplemental Data                                        

Net assets, end of year (000’s omitted)

  $ 28,049      $ 23,857      $ 12,495      $ 12,424      $ 4,002   

Ratios (as a percentage of average daily net assets):

         

Expenses (3)(4)

    0.61     0.61     0.62     0.67     0.61

Net investment income

    1.74     1.44     1.17     1.52     1.19

Portfolio Turnover of the Portfolio

    2     2     2     3     3

Portfolio Turnover of the Fund (5)

                  8              

 

(1)  

Computed using average shares outstanding.

 

(2)  

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

 

(3)  

Includes the Fund’s share of the Portfolio’s allocated expenses.

 

(4)  

Excludes the effect of custody fee credits, if any, of less than 0.005%.

 

(5)  

Percentage includes both the Fund’s contributions to and withdrawals from the Portfolio and purchases and sales of securities held directly by the Fund.

 

  16   See Notes to Financial Statements.


Eaton Vance

Tax-Managed Growth Fund 1.1

December 31, 2012

 

Financial Highlights — continued

 

 

    Class S  
    Year Ended December 31,  
      2012     2011     2010     2009     2008  

Net asset value — Beginning of year

  $ 23.920      $ 24.110      $ 21.650      $ 17.840      $ 27.170   
Income (Loss) From Operations                                        

Net investment income (1)

  $ 0.409      $ 0.317      $ 0.254      $ 0.299      $ 0.372   

Net realized and unrealized gain (loss)

    3.236        (0.179     2.462        3.806        (9.323

Total income (loss) from operations

  $ 3.645      $ 0.138      $ 2.716      $ 4.105      $ (8.951
Less Distributions                                        

From net investment income

  $ (0.415   $ (0.328   $ (0.256   $ (0.292   $ (0.379

Tax return of capital

                         (0.003       

Total distributions

  $ (0.415   $ (0.328   $ (0.256   $ (0.295   $ (0.379

Net asset value — End of year

  $ 27.150      $ 23.920      $ 24.110      $ 21.650      $ 17.840   

Total Return (2)

    15.22     0.58     12.54     22.99     (32.93 )% 
Ratios/Supplemental Data                                        

Net assets, end of year (000’s omitted)

  $ 8,474      $ 11,725      $ 12,555      $ 16,435      $ 18,033   

Ratios (as a percentage of average daily net assets):

         

Expenses (3)(4)

    0.70     0.70     0.76     0.72     0.71

Net investment income

    1.55     1.31     1.15     1.62     1.60

Portfolio Turnover of the Portfolio

    2     2     2     3     3

Portfolio Turnover of the Fund (5)

                  8              

 

(1)  

Computed using average shares outstanding.

 

(2)  

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

 

(3)  

Includes the Fund’s share of the Portfolio’s allocated expenses.

 

(4)  

Excludes the effect of custody fee credits, if any, of less than 0.005%.

 

(5)  

Percentage includes both the Fund’s contributions to and withdrawals from the Portfolio and purchases and sales of securities held directly by the Fund.

 

  17   See Notes to Financial Statements.


Eaton Vance

Tax-Managed Growth Fund 1.2

December 31, 2012

 

Financial Highlights — continued

 

 

    Class A  
    Year Ended December 31,  
      2012     2011     2010     2009     2008  

Net asset value — Beginning of year

  $ 10.630      $ 10.720      $ 9.640      $ 7.960      $ 12.130   
Income (Loss) From Operations                                        

Net investment income (1)

  $ 0.145      $ 0.104      $ 0.084      $ 0.102      $ 0.133   

Net realized and unrealized gain (loss)

    1.437        (0.083     1.088        1.697        (4.150

Total income (loss) from operations

  $ 1.582      $ 0.021      $ 1.172      $ 1.799      $ (4.017
Less Distributions                                        

From net investment income

  $ (0.152   $ (0.111   $ (0.092   $ (0.117   $ (0.153

Tax return of capital

                         (0.002       

Total distributions

  $ (0.152   $ (0.111   $ (0.092   $ (0.119   $ (0.153

Net asset value — End of year

  $ 12.060      $ 10.630      $ 10.720      $ 9.640      $ 7.960   

Total Return (2)

    14.87     0.20     12.15     22.59     (33.10 )% 
Ratios/Supplemental Data                                        

Net assets, end of year (000’s omitted)

  $ 282,750      $ 278,401      $ 332,251      $ 337,780      $ 321,130   

Ratios (as a percentage of average daily net assets):

         

Expenses (3)(4)

    1.03     1.04     1.06     1.09     1.02

Net investment income

    1.24     0.96     0.86     1.23     1.28

Portfolio Turnover of the Portfolio

    2     2     2     3     3

 

(1)  

Computed using average shares outstanding.

 

(2)  

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

 

(3)  

Includes the Fund’s share of the Portfolio’s allocated expenses.

 

(4)  

Excludes the effect of custody fee credits, if any, of less than 0.005%.

 

  18   See Notes to Financial Statements.


Eaton Vance

Tax-Managed Growth Fund 1.2

December 31, 2012

 

Financial Highlights — continued

 

 

    Class B  
    Year Ended December 31,  
      2012     2011     2010     2009     2008  

Net asset value — Beginning of year

  $ 10.470      $ 10.530      $ 9.450      $ 7.780      $ 11.820   
Income (Loss) From Operations                                        

Net investment income (1)

  $ 0.049      $ 0.019      $ 0.009      $ 0.042      $ 0.053   

Net realized and unrealized gain (loss)

    1.419        (0.079     1.071        1.648        (4.030

Total income (loss) from operations

  $ 1.468      $ (0.060   $ 1.080      $ 1.690      $ (3.977
Less Distributions                                        

From net investment income

  $ (0.018   $      $      $ (0.020   $ (0.063

Tax return of capital

                         (0.000 ) (2)         

Total distributions

  $ (0.018   $      $      $ (0.020   $ (0.063

Net asset value — End of year

  $ 11.920      $ 10.470      $ 10.530      $ 9.450      $ 7.780   

Total Return (3)

    14.02     (0.57 )%      11.43     21.71     (33.64 )% 
Ratios/Supplemental Data                                        

Net assets, end of year (000’s omitted)

  $ 9,789      $ 19,064      $ 39,520      $ 84,049      $ 139,837   

Ratios (as a percentage of average daily net assets):

         

Expenses (4)(5)

    1.78     1.80     1.81     1.85     1.77

Net investment income

    0.43     0.18     0.10     0.53     0.53

Portfolio Turnover of the Portfolio

    2     2     2     3     3

 

(1)  

Computed using average shares outstanding.

 

(2)  

Less than $0.001 per share.

 

(3)  

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

 

(4)  

Includes the Fund’s share of the Portfolio’s allocated expenses.

 

(5)  

Excludes the effect of custody fee credits, if any, of less than 0.005%.

 

  19   See Notes to Financial Statements.


Eaton Vance

Tax-Managed Growth Fund 1.2

December 31, 2012

 

Financial Highlights — continued

 

 

    Class C  
    Year Ended December 31,  
      2012     2011     2010     2009     2008  

Net asset value — Beginning of year

  $ 10.390      $ 10.470      $ 9.420      $ 7.780      $ 11.820   
Income (Loss) From Operations                                        

Net investment income (1)

  $ 0.055      $ 0.022      $ 0.010      $ 0.039      $ 0.054   

Net realized and unrealized gain (loss)

    1.398        (0.075     1.053        1.653        (4.032

Total income (loss) from operations

  $ 1.453      $ (0.053   $ 1.063      $ 1.692      $ (3.978
Less Distributions                                        

From net investment income

  $ (0.063   $ (0.027   $ (0.013   $ (0.051   $ (0.062

Tax return of capital

                         (0.001       

Total distributions

  $ (0.063   $ (0.027   $ (0.013   $ (0.052   $ (0.062

Net asset value — End of year

  $ 11.780      $ 10.390      $ 10.470      $ 9.420      $ 7.780   

Total Return (2)

    13.98     (0.50 )%      11.28     21.74     (33.65 )% 
Ratios/Supplemental Data                                        

Net assets, end of year (000’s omitted)

  $ 129,144      $ 130,802      $ 154,493      $ 168,916      $ 173,161   

Ratios (as a percentage of average daily net assets):

         

Expenses (3)(4)

    1.78     1.80     1.80     1.84     1.77

Net investment income

    0.48     0.21     0.11     0.49     0.53

Portfolio Turnover of the Portfolio

    2     2     2     3     3

 

(1)  

Computed using average shares outstanding.

 

(2)  

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

 

(3)  

Includes the Fund’s share of the Portfolio’s allocated expenses.

 

(4)  

Excludes the effect of custody fee credits, if any, of less than 0.005%.

 

  20   See Notes to Financial Statements.


Eaton Vance

Tax-Managed Growth Fund 1.2

December 31, 2012

 

Financial Highlights — continued

 

 

    Class I  
    Year Ended December 31,  
      2012     2011     2010     2009     2008  

Net asset value — Beginning of year

  $ 10.650      $ 10.740      $ 9.660      $ 7.970      $ 12.160   
Income (Loss) From Operations                                        

Net investment income (1)

  $ 0.178      $ 0.135      $ 0.103      $ 0.115      $ 0.127   

Net realized and unrealized gain (loss)

    1.435        (0.084     1.095        1.716        (4.132

Total income (loss) from operations

  $ 1.613      $ 0.051      $ 1.198      $ 1.831      $ (4.005
Less Distributions                                        

From net investment income

  $ (0.183   $ (0.141   $ (0.118   $ (0.139   $ (0.185

Tax return of capital

                         (0.002       

Total distributions

  $ (0.183   $ (0.141   $ (0.118   $ (0.141   $ (0.185

Net asset value — End of year

  $ 12.080      $ 10.650      $ 10.740      $ 9.660      $ 7.970   

Total Return (2)

    15.12     0.48     12.40     22.96     (32.92 )% 
Ratios/Supplemental Data                                        

Net assets, end of year (000’s omitted)

  $ 28,021      $ 21,058      $ 11,701      $ 9,627      $ 3,160   

Ratios (as a percentage of average daily net assets):

         

Expenses (3)(4)

    0.79     0.79     0.80     0.85     0.77

Net investment income

    1.51     1.26     1.04     1.38     1.25

Portfolio Turnover of the Portfolio

    2     2     2     3     3

 

(1)  

Computed using average shares outstanding.

 

(2)  

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

 

(3)  

Includes the Fund’s share of the Portfolio’s allocated expenses.

 

(4)  

Excludes the effect of custody fee credits, if any, of less than 0.005%.

 

  21   See Notes to Financial Statements.


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Notes to Financial Statements

 

 

1  Significant Accounting Policies

Eaton Vance Tax-Managed Growth Fund 1.1 (Tax-Managed Growth Fund 1.1) and Eaton Vance Tax-Managed Growth Fund 1.2 (Tax-Managed Growth Fund 1.2) (Each a Fund, and collectively the Funds) are diversified series of the Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. Each Fund currently offers Class A, Class B, Class C and Class I shares. Tax-Managed Growth Fund 1.1 Class S shares were issued in a one-time offering and are exempt from registration under the Securities Act of 1933. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 5). Class I shares are sold at net asset value and are not subject to a sales charge. Class B shares automatically convert to Class A shares eight years after their purchase as described in the Funds’ prospectus. Beginning January 1, 2012, Class B shares are only available for purchase upon exchange from another Eaton Vance fund or through reinvestment of distributions. Tax-Managed Growth Fund 1.1 is closed to new accounts. Each class represents a pro-rata interest in each Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of a Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses. Each Fund typically invests all of its investable assets in interests in Tax-Managed Growth Portfolio (the Portfolio), a Massachusetts business trust, having the same investment objective and policies as the Funds. The value of the each Fund’s investment in the Portfolio reflects the Funds’ proportionate interest in the net assets of the Portfolio (14.7% and 5.9% for Tax-Managed Growth Fund 1.1 and Tax-Managed Growth Fund 1.2, respectively, at December 31, 2012). The performance of each Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in conjunction with the Funds’ financial statements.

The following is a summary of significant accounting policies of the Funds. The policies are in conformity with accounting principles generally accepted in the United States of America.

A  Investment Valuation — Valuation of securities by the Portfolio is discussed in Note 1A of the Portfolio’s Notes to Financial Statements, which are included elsewhere in this report.

B  Income — Each Fund’s net investment income or loss consists of the Fund’s pro-rata share of the net investment income or loss of the Portfolio, less all actual and accrued expenses of the Fund.

C  Federal Taxes — Each Fund’s policy is to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute to shareholders each year substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At December 31, 2012, Tax-Managed Growth Fund 1.1, for federal income tax purposes, had deferred capital losses of $4,973,193, and Tax-Managed Growth Fund 1.2, for federal income tax purposes, had capital loss carryforwards of $17,696,108 and deferred capital losses of $1,637,743 which will reduce each Fund’s taxable income arising from future net realized gains on investment transactions, 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 each Fund of any liability for federal income or excise tax.

The amounts and expiration dates of the Tax-Managed Growth Fund 1.2 capital loss carryforwards are as follows:

 

Amount           Expiration Date  
$ 1,943,650          December 31, 2013   
$ 5,627,596          December 31, 2016   
$ 10,124,862            December 31, 2017   

The current year deferred capital losses are treated as arising on the first day of each Fund’s next taxable year and are treated as realized prior to the utilization of the capital loss carryforward, if any.

As of December 31, 2012, the Funds had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. Each Fund files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

D  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.

E  Expense Reduction — State Street Bank and Trust Company (SSBT) serves as custodian of the Funds. Pursuant to the respective custodian agreements, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance each Fund maintains with SSBT. All credit balances, if any, used to reduce each Fund’s custodian fees are reported as a reduction of expenses in the Statements of Operations.

 

  22  


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Notes to Financial Statements — continued

 

 

F  Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

G  Indemnifications — Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to each Fund. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. Additionally, in the normal course of business, each Fund enters into agreements with service providers that may contain indemnification clauses. Each Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against each Fund that have not yet occurred.

H  Other — Investment transactions are accounted for on a trade date basis. Dividends to shareholders are recorded on the ex-dividend date.

2  Distributions to Shareholders

It is the present policy of each Fund to make at least one distribution annually (normally in December) of all or substantially all of its net investment income and to distribute annually all or substantially all of its net realized capital gains (reduced by available capital loss carryforwards from prior years, if any). Distributions are declared separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of a Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions in cash. The Funds distinguish between distributions on a tax basis and a financial reporting basis. Accounting principles generally accepted in the United States of America require that only distributions in excess of tax basis earnings and profits be reported in the financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended December 31, 2012 and December 31, 2011 was as follows:

 

    Year Ended December 31, 2012  
      Tax-Managed
Growth Fund 1.1
     Tax-Managed
Growth Fund 1.2
 

Distributions declared from:

    

Ordinary income

  $ 14,553,600       $ 4,611,680   

 

    Year Ended December 31, 2011  
      Tax-Managed
Growth Fund 1.1
     Tax-Managed
Growth Fund 1.2
 

Distributions declared from:

    

Ordinary income

  $ 12,214,658       $ 3,487,335   

During the year ended December 31, 2012, the following amounts were reclassified due to differences between book and tax accounting, primarily for redemptions in-kind, foreign currency gain (loss), investments in partnerships and distributions from real estate investment trusts (REITs):

 

      Tax-Managed
Growth Fund 1.1
     Tax-Managed
Growth Fund 1.2
 

Increase (decrease):

    

Paid-in capital

  $ 145,355,234       $ 42,295,645   

Accumulated net realized loss

  $ (145,365,867    $ (42,299,462

Accumulated undistributed net investment income

  $ 10,633       $ 3,817   

These reclassifications had no effect on the net assets or net asset value per share of the Funds.

 

  23  


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Notes to Financial Statements — continued

 

 

As of December 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

 

      Tax-Managed
Growth Fund 1.1
     Tax-Managed
Growth Fund 1.2
 

Undistributed ordinary income

  $ 139,259       $ 42,601   

Capital loss carryforwards and deferred capital losses

  $ (4,973,193    $ (19,333,851

Net unrealized depreciation

  $ (278,977,910    $ (35,667,558

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Statements of Assets and Liabilities are primarily due to partnership allocations, investments in partnerships, return of capital distributions from securities and wash sales.

3  Transactions with Affiliates

Eaton Vance Management (EVM) serves as the administrator to the Funds. EVM receives no compensation from Tax-Managed Growth Fund 1.1 for such services. For Tax-Managed Growth Fund 1.2, EVM receives a fee computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended December 31, 2012, the administration fee for Tax-Managed Growth Fund 1.2 amounted to $692,446. The Portfolio has engaged Boston Management and Research (BMR), a subsidiary of EVM, to render investment advisory services. See Note 2 of the Portfolio’s Notes to Financial Statements which are included elsewhere in this report.

EVM serves as the sub-transfer agent of the Funds and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Funds’ principal underwriter, received a portion of the sales charge on sales of Class A shares of the Funds for the year ended December 31, 2012. EVD also received distribution and service fees from Class A, Class B and Class C shares (see Note 4) and contingent deferred sales charges (see Note 5). Sub-transfer agent fees earned by EVM and Class A sales charges that the Funds were informed were received by EVD for the year ended December 31, 2012 were as follows:

 

Fund   EVM’s
Sub-Transfer
Agent Fees
     EVD’s Class A
Sales Charges
 

Tax-Managed Growth Fund 1.1

  $ 93,811       $ 13,308   

Tax-Managed Growth Fund 1.2

    31,511         26,509   

Trustees and officers of the Funds who are members of EVM’s or BMR’s organizations receive remuneration for their services to the Funds out of the investment adviser fee. Certain officers and Trustees of the Funds and the Portfolio are officers of the above organizations.

4  Distribution Plans

Each Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class A Plan, each Fund pays EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to each Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended December 31, 2012 for Class A shares amounted to the following:

 

Fund   Class A
Distribution and
Service Fees
 

Tax-Managed Growth Fund 1.1

  $ 2,238,503   

Tax-Managed Growth Fund 1.2

    724,140   

Each Fund also has in effect distribution plans for Class B shares (Class B Plan) and Class C shares (Class C Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class B and Class C Plans, each Fund pays EVD amounts equal to 0.75% per annum of its average daily net assets attributable to Class B and Class C shares for providing ongoing distribution services and facilities to the respective Fund. Each Fund will automatically discontinue payments to EVD during any period in which there are no outstanding Uncovered Distribution Charges, which are equivalent to the sum of (i) 5% and

 

  24  


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Notes to Financial Statements — continued

 

 

6.25% of the aggregate amount received by Tax-Managed Growth Fund 1.1 for Class B and Class C shares sold, respectively, and 6.25% of the aggregate amount received by Tax-Managed Growth 1.2 for both Class B and Class C shares sold, plus (ii) interest calculated by applying the rate of 1% over the prevailing prime rate to the outstanding balance of Uncovered Distribution Charges of EVD of each respective class, reduced by the aggregate amount of contingent deferred sales charges (see Note 5) and amounts theretofore paid or payable to EVD by each respective class. For the year ended December 31, 2012, the Funds paid or accrued to EVD the following distribution fees, representing 0.75% of the average daily net assets of each Fund’s Class B and Class C shares:

 

Fund   Class B
Distribution Fees
     Class C
Distribution Fees
 

Tax-Managed Growth Fund 1.1

  $ 115,866       $ 1,734,756   

Tax-Managed Growth Fund 1.2

    108,401         1,008,673   

At December 31, 2012, the amounts of Uncovered Distribution Charges of EVD calculated under the Class B and Class C Plans were approximately as follows:

 

Fund   Class B
Uncovered
Distribution
Charges
     Class C
Uncovered
Distribution
Charges
 

Tax-Managed Growth Fund 1.1

  $ 40,340,000       $ 108,822,000   

Tax-Managed Growth Fund 1.2

    14,224,000         31,225,000   

Pursuant to the Class B and Class C Plans, each Fund also makes payments of service fees to EVD, financial intermediaries and other persons in amounts equal to 0.25% per annum of its average daily net assets attributable to that class. Service fees paid or accrued are for personal services and/or the maintenance of shareholder accounts. They are separate and distinct from the Class B and Class C sales commissions and distribution fees payable to EVD and, as such, are not subject to automatic discontinuance when there are no outstanding Uncovered Distribution Charges of EVD. Service fees paid or accrued for the year ended December 31, 2012 amounted to the following:

 

Fund   Class B
Service Fees
     Class C
Service Fees
 

Tax-Managed Growth Fund 1.1

  $ 38,622       $ 578,252   

Tax-Managed Growth Fund 1.2

    36,134         336,224   

Pursuant to a servicing agreement, Tax-Managed Growth Fund 1.1 pays EVD a service fee of 0.10% per annum of its average daily net assets attributable to Class S shares, all of which is paid by EVD to a subagent. Service fees paid or accrued for the year ended December 31, 2012 amounted to $10,542 for Class S shares.

5  Contingent Deferred Sales Charges

A contingent deferred sales charge (CDSC) generally is imposed on redemptions of Class B shares made within six years of purchase and on redemptions of Class C shares made within one year of purchase. Class A shares may be subject to a 1% CDSC if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. The CDSC for Class B shares is imposed at declining rates that begin at 5% in the case of redemptions in the first and second year after purchase, declining one percentage point each subsequent year. Class C shares are subject to a 1% CDSC if redeemed within one year of purchase. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. CDSCs received on Class B and Class C redemptions are paid to EVD to reduce the amount of Uncovered Distribution Charges calculated under the Funds’ Class B and Class C Plans. CDSCs received on Class B and Class C redemptions when no Uncovered Distribution Charges exist are credited to the Funds. For the year ended December 31, 2012, the Funds were informed that EVD received approximately the following amounts of CDSCs paid by Class A, Class B, and Class C shareholders:

 

  25  


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Notes to Financial Statements — continued

 

 

 

Fund   Class A      Class B      Class C  

Tax-Managed Growth Fund 1.1

  $ 1,683       $ 26,684       $ 2,073   

Tax-Managed Growth Fund 1.2

    2,659         18,669         2,096   

6  Investment Transactions

For the year ended December 31, 2012, increases and decreases in each Fund’s investment in the Portfolio aggregated, as follows:

 

Fund   Increases      Decreases  

Tax-Managed Growth Fund 1.1

  $ 3,757,397       $ 182,490,199   

Tax-Managed Growth Fund 1.2

    3,291,237         68,736,864   

Decreases in each Fund’s investment in the Portfolio include distributions of common stock as the result of redemptions in-kind, as follows:

 

Fund   Redemptions
in-kind
 

Tax-Managed Growth Fund 1.1

  $ 152,832,422   

Tax-Managed Growth Fund 1.2

    56,329,983   

7  Shares of Beneficial Interest

Each Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Funds) and classes. Sales and redemptions of Class I shares include shares purchased and redeemed in connection with the ReFlow liquidity program, a program designed to provide an alternative liquidity source for mutual funds experiencing net redemptions of their shares. Transactions in Fund shares were as follows:

 

Tax-Managed Growth Fund 1.1

            
    Year Ended December 31,  
Class A   2012      2011  

Sales

    154,110         178,221   

Issued to shareholders electing to receive payments of distributions in Fund shares

    383,372         371,080   

Redemptions

    (5,175,345      (6,361,497

Exchange from Class B shares

    246,965         421,724   

Net decrease

    (4,390,898      (5,390,472
    
    Year Ended December 31,  
Class B   2012      2011  

Sales

    1,782         32,412   

Issued to shareholders electing to receive payments of distributions in Fund shares

    1,967         1,354   

Redemptions

    (115,531      (166,001

Exchange to Class A shares

    (253,652      (434,679

Net decrease

    (365,434      (566,914
    

 

  26  


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Notes to Financial Statements — continued

 

 

    Year Ended December 31,  
Class C   2012      2011  

Sales

    73,163         72,466   

Issued to shareholders electing to receive payments of distributions in Fund shares

    60,355         45,995   

Redemptions

    (1,575,264      (1,741,356

Net decrease

    (1,441,746      (1,622,895
    
    Year Ended December 31,  
Class I   2012      2011  

Sales

    6,541,108         7,859,865   

Issued to shareholders electing to receive payments of distributions in Fund shares

    7,579         5,639   

Redemptions

    (6,508,491      (7,347,956

Net increase

    40,196         517,548   
    
    Year Ended December 31,  
Class S   2012      2011  

Issued to shareholders electing to receive payments of distributions in Fund shares

    531         497   

Redemptions

    (178,595      (31,006

Net decrease

    (178,064      (30,509
    

Tax-Managed Growth Fund 1.2

            
    Year Ended December 31,  
Class A   2012      2011  

Sales

    1,083,449         924,593   

Issued to shareholders electing to receive payments of distributions in Fund shares

    261,121         233,854   

Redemptions

    (4,776,558      (7,333,924

Exchange from Class B shares

    694,691         1,355,976   

Net decrease

    (2,737,297      (4,819,501
    
    Year Ended December 31,  
Class B   2012      2011  

Sales

    8,523         64,356   

Issued to shareholders electing to receive payments of distributions in Fund shares

    1,138           

Redemptions

    (301,319      (612,752

Exchange to Class A shares

    (707,259      (1,385,911

Net decrease

    (998,917      (1,934,307

 

  27  


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Notes to Financial Statements — continued

 

 

    Year Ended December 31,  
Class C   2012      2011  

Sales

    392,575         442,192   

Issued to shareholders electing to receive payments of distributions in Fund shares

    47,845         26,584   

Redemptions

    (2,065,765      (2,636,419

Net decrease

    (1,625,345      (2,167,643
    
    Year Ended December 31,  
Class I   2012      2011  

Sales

    5,868,055         8,617,562   

Issued to shareholders electing to receive payments of distributions in Fund shares

    24,636         17,596   

Redemptions

    (5,549,789      (7,747,179

Net increase

    342,902         887,979   

 

  28  


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Tax-Managed Growth Fund 1.1 and Eaton Vance Tax-Managed Growth Fund 1.2:

We have audited the accompanying statements of assets and liabilities of Eaton Vance Tax-Managed Growth Fund 1.1 and Eaton Vance Tax-Managed Growth Fund 1.2 (collectively the “Funds”) (each a fund constituting Eaton Vance Mutual Funds Trust), as of December 31, 2012, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds’ 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 and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included 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 Funds’ 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. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial positions of Eaton Vance Tax-Managed Growth Fund 1.1 and Eaton Vance Tax-Managed Growth Fund 1.2 as of December 31, 2012, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 21, 2013

 

  29  


Eaton Vance

Tax-Managed Growth Funds 1.1 and 1.2

December 31, 2012

 

Federal Tax Information (Unaudited)

 

 

The Form 1099-DIV you received in January 2013 showed the tax status of all distributions paid to your account in calendar year 2012. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Funds. As required by the Internal Revenue Code and/or regulations, shareholders must be notified regarding the status of qualified dividend income for individuals and the dividends received deduction for corporations.

Qualified Dividend Income.   Each Fund designates approximately the following amounts, or up to the maximum amount of such dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income eligible for the reduced tax rate of 15%.

 

Tax Managed Growth Fund 1.1

  $ 25,889,663   

Tax Managed Growth Fund 1.2

  $ 10,178,170   

Dividends Received Deduction.   Corporate shareholders are generally entitled to take the dividends received deduction on the portion of each Fund’s dividend distribution that qualifies under tax law. For each Fund’s fiscal 2012 ordinary income dividends, the following percentages qualify for the corporate dividends received deduction.

 

Tax Managed Growth Fund 1.1

    100

Tax Managed Growth Fund 1.2

    100

 

  30  


Tax-Managed Growth Portfolio

December 31, 2012

 

Portfolio of Investments

 

 

Common Stocks — 98.5%   
   
Security   Shares     Value  
   

Aerospace & Defense — 3.6%

  

Boeing Co. (The)

    931,391      $ 70,189,626   

General Dynamics Corp.

    85,784        5,942,258   

Honeywell International, Inc.

    289,247        18,358,507   

Huntington Ingalls Industries, Inc.

    2,546        110,343   

Lockheed Martin Corp.

    16,042        1,480,516   

Northrop Grumman Corp.

    15,277        1,032,420   

Precision Castparts Corp.

    4,749        899,555   

Raytheon Co.

    53,403        3,073,877   

Rockwell Collins, Inc.

    157,787        9,178,470   

Textron, Inc.

    33,277        824,937   

United Technologies Corp.

    2,061,130        169,033,271   
                 
    $ 280,123,780   
                 

Air Freight & Logistics — 0.7%

  

C.H. Robinson Worldwide, Inc.

    2,207      $ 139,526   

FedEx Corp.

    262,219        24,050,727   

United Parcel Service, Inc., Class B

    355,405        26,204,011   
                 
    $ 50,394,264   
                 

Auto Components — 0.3%

  

Johnson Controls, Inc.

    741,480      $ 22,763,436   
                 
    $ 22,763,436   
                 

Automobiles — 0.0% (1)

  

Harley-Davidson, Inc.

    800      $ 39,072   
                 
    $ 39,072   
                 

Beverages — 4.4%

  

Beam, Inc.

    88,199      $ 5,388,077   

Coca-Cola Co. (The)

    5,165,599        187,252,964   

Coca-Cola Enterprises, Inc.

    31,501        999,526   

Molson Coors Brewing Co., Class B

    186,000        7,958,940   

PepsiCo, Inc.

    2,031,223        138,996,590   
                 
    $ 340,596,097   
                 

Biotechnology — 1.5%

  

Amgen, Inc.

    1,173,549      $ 101,300,749   

Biogen Idec, Inc. (2)

    3,543        519,652   

Gilead Sciences, Inc. (2)

    238,742        17,535,600   
                 
    $ 119,356,001   
                 
Security   Shares     Value  
   

Building Products — 0.0% (1)

  

Fortune Brands Home & Security, Inc. (2)

    11,600      $ 338,952   
                 
    $ 338,952   
                 

Capital Markets — 4.2%

  

Ameriprise Financial, Inc.

    188,042      $ 11,777,070   

Bank of New York Mellon Corp. (The)

    609,954        15,675,818   

Charles Schwab Corp. (The)

    684,916        9,835,394   

E*TRADE Financial Corp. (2)

    4,593        41,107   

Franklin Resources, Inc.

    539,468        67,811,128   

Goldman Sachs Group, Inc. (The)

    532,816        67,966,009   

Legg Mason, Inc.

    96,941        2,493,323   

Morgan Stanley

    2,561,210        48,970,335   

Northern Trust Corp.

    709,098        35,568,356   

State Street Corp.

    741,014        34,835,068   

T. Rowe Price Group, Inc.

    469,130        30,554,437   

UBS AG (2)

    29,488        464,141   

Waddell & Reed Financial, Inc., Class A

    11,366        395,764   
                 
    $ 326,387,950   
                 

Chemicals — 1.9%

  

Air Products and Chemicals, Inc.

    7,660      $ 643,593   

Ashland, Inc.

    30,391        2,443,740   

Dow Chemical Co. (The)

    154,702        4,999,969   

E.I. du Pont de Nemours & Co.

    924,467        41,573,281   

Ecolab, Inc.

    445,515        32,032,528   

Monsanto Co.

    492,901        46,653,080   

PPG Industries, Inc.

    109,400        14,807,290   

Praxair, Inc.

    2,828        309,525   
                 
    $ 143,463,006   
                 

Commercial Banks — 3.3%

  

Bank of Montreal

    26,370      $ 1,616,481   

BB&T Corp.

    861,487        25,077,886   

Comerica, Inc.

    126,791        3,846,839   

Fifth Third Bancorp

    977,637        14,850,306   

HSBC Holdings PLC

    220,592        2,338,118   

HSBC Holdings PLC ADR

    424        22,502   

KeyCorp

    111,353        937,592   

M&T Bank Corp.

    17,293        1,702,842   

PNC Financial Services Group, Inc.

    110,726        6,456,433   

Regions Financial Corp.

    216,147        1,538,967   

Royal Bank of Canada

    148,562        8,958,289   

Societe Generale (2)

    466,293        17,729,606   

SunTrust Banks, Inc.

    269,585        7,642,735   

Synovus Financial Corp.

    10,960        26,852   
 

 

  31   See Notes to Financial Statements.


Tax-Managed Growth Portfolio

December 31, 2012

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Commercial Banks (continued)

  

Toronto-Dominion Bank (The)

    14,822      $ 1,249,939   

U.S. Bancorp

    2,258,640        72,140,961   

Wells Fargo & Co.

    2,654,040        90,715,087   

Zions Bancorporation

    38,805        830,427   
                 
    $ 257,681,862   
                 

Commercial Services & Supplies — 0.1%

  

ADT Corp. (The)

    11,382      $ 529,149   

Cintas Corp.

    52,914        2,164,183   

Pitney Bowes, Inc.

    14,270        151,833   

Tyco International, Ltd.

    22,102        646,483   

Waste Management, Inc.

    108,527        3,661,701   
                 
    $ 7,153,349   
                 

Communications Equipment — 2.9%

  

Cisco Systems, Inc.

    1,269,029      $ 24,936,420   

Juniper Networks, Inc. (2)

    100,895        1,984,605   

Nokia Oyj ADR

    192        758   

QUALCOMM, Inc.

    3,236,865        200,750,367   
                 
    $ 227,672,150   
                 

Computers & Peripherals — 4.4%

  

Apple, Inc.

    405,782      $ 216,293,979   

Dell, Inc.

    3,911,409        39,622,573   

EMC Corp. (2)

    2,797,592        70,779,078   

Hewlett-Packard Co.

    33,743        480,838   

NetApp, Inc. (2)

    414,967        13,922,143   
                 
    $ 341,098,611   
                 

Construction Materials — 0.0% (1)

  

Vulcan Materials Co.

    22,102      $ 1,150,409   
                 
    $ 1,150,409   
                 

Consumer Finance — 1.1%

  

American Express Co.

    830,524      $ 47,738,519   

Capital One Financial Corp.

    81,476        4,719,905   

Discover Financial Services

    831,233        32,044,032   

SLM Corp.

    10,200        174,726   
                 
    $ 84,677,182   
                 

Distributors — 0.2%

  

Genuine Parts Co.

    188,424      $ 11,979,998   
                 
    $ 11,979,998   
                 
Security   Shares     Value  
   

Diversified Consumer Services — 0.0% (1)

  

H&R Block, Inc.

    22,181      $ 411,901   
                 
    $ 411,901   
                 

Diversified Financial Services — 2.6%

  

Bank of America Corp.

    1,507,659      $ 17,488,844   

CBOE Holdings, Inc.

    40,000        1,178,400   

Citigroup, Inc.

    793,355        31,385,124   

CME Group, Inc.

    69,922        3,545,745   

ING Groep NV ADR (2)

    150,000        1,423,500   

IntercontinentalExchange, Inc. (2)

    10,892        1,348,539   

JPMorgan Chase & Co.

    3,056,151        134,378,959   

Moody’s Corp.

    179,322        9,023,483   
                 
    $ 199,772,594   
                 

Diversified Telecommunication Services — 0.4%

  

AT&T, Inc.

    285,688      $ 9,630,543   

CenturyLink, Inc.

    4,871        190,554   

Deutsche Telekom AG ADR

    50,092        569,145   

Frontier Communications Corp.

    33,255        142,331   

Verizon Communications, Inc.

    370,804        16,044,689   

Windstream Corp.

    70,866        586,770   
                 
    $ 27,164,032   
                 

Electric Utilities — 0.1%

  

Duke Energy Corp.

    15,598      $ 995,152   

Exelon Corp.

    9,202        273,668   

Southern Co. (The)

    68,451        2,930,387   
                 
    $ 4,199,207   
                 

Electrical Equipment — 1.5%

  

Emerson Electric Co.

    1,998,542      $ 105,842,784   

Rockwell Automation, Inc.

    110,000        9,238,900   
                 
    $ 115,081,684   
                 

Electronic Equipment, Instruments & Components — 0.4%

  

Corning, Inc.

    2,216,265      $ 27,969,264   

TE Connectivity, Ltd.

    687        25,502   
                 
    $ 27,994,766   
                 

Energy Equipment & Services — 1.5%

  

Baker Hughes, Inc.

    93,118      $ 3,802,939   

Halliburton Co.

    846,351        29,359,916   

Schlumberger, Ltd.

    1,161,418        80,474,653   
 

 

  32   See Notes to Financial Statements.


Tax-Managed Growth Portfolio

December 31, 2012

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Energy Equipment & Services (continued)

  

Transocean, Ltd.

    72,479      $ 3,236,188   
                 
    $ 116,873,696   
                 

Food & Staples Retailing — 3.8%

  

Costco Wholesale Corp.

    873,262      $ 86,252,088   

CVS Caremark Corp.

    1,279,410        61,859,473   

Kroger Co. (The)

    35,843        932,635   

Sysco Corp.

    301,972        9,560,434   

Wal-Mart Stores, Inc.

    1,877,245        128,084,426   

Walgreen Co.

    139,366        5,157,936   
                 
    $ 291,846,992   
                 

Food Products — 2.5%

  

Archer-Daniels-Midland Co.

    581,473      $ 15,926,545   

Campbell Soup Co.

    36,170        1,261,971   

D.E Master Blenders 1753 N.V. (2)

    145,510        1,671,722   

General Mills, Inc.

    38,796        1,567,746   

Hershey Co. (The)

    456,933        32,999,701   

Kraft Foods Group, Inc.

    57,116        2,597,065   

McCormick & Co., Inc.

    10,600        673,418   

Mondelez International, Inc., Class A

    173,425        4,417,135   

Nestle SA

    2,038,601        133,005,352   

Unilever NV – NY Shares

    4,636        177,559   
                 
    $ 194,298,214   
                 

Health Care Equipment & Supplies — 2.3%

  

Abbott Laboratories

    1,684,457      $ 110,331,933   

Bard (C.R.), Inc.

    25,000        2,443,500   

Baxter International, Inc.

    207,551        13,835,350   

Becton, Dickinson and Co.

    66,108        5,168,985   

Boston Scientific Corp. (2)

    26,929        154,303   

CareFusion Corp. (2)

    70,668        2,019,691   

Covidien PLC

    186,594        10,773,938   

Intuitive Surgical, Inc. (2)

    14,000        6,865,180   

Medtronic, Inc.

    313,035        12,840,696   

St. Jude Medical, Inc.

    64,692        2,337,969   

Stryker Corp.

    131,368        7,201,594   

Zimmer Holdings, Inc.

    56,231        3,748,358   
                 
    $ 177,721,497   
                 

Health Care Providers & Services — 0.7%

  

AmerisourceBergen Corp.

    473,884      $ 20,462,311   

Cardinal Health, Inc.

    141,534        5,828,370   

Cigna Corp.

    56,667        3,029,418   
Security   Shares     Value  
   

Health Care Providers & Services (continued)

  

Express Scripts Holding Co. (2)

    367,509      $ 19,845,486   

McKesson Corp.

    2,384        231,153   

PharMerica Corp. (2)

    1,805        25,703   

UnitedHealth Group, Inc.

    63,696        3,454,871   

WellPoint, Inc.

    53,673        3,269,759   
                 
    $ 56,147,071   
                 

Hotels, Restaurants & Leisure — 3.1%

  

Carnival Corp.

    364,247      $ 13,393,362   

International Game Technology

    459,500        6,511,115   

Interval Leisure Group, Inc.

    5,349        103,717   

Marriott International, Inc., Class A

    400,834        14,939,083   

Marriott Vacations Worldwide Corp. (2)

    2,597        108,217   

McDonald’s Corp.

    741,937        65,446,263   

Starbucks Corp.

    2,360,488        126,569,367   

Yum! Brands, Inc.

    210,518        13,978,395   
                 
    $ 241,049,519   
                 

Household Durables — 0.1%

  

D.R. Horton, Inc.

    417,028      $ 8,248,814   
                 
    $ 8,248,814   
                 

Household Products — 1.7%

  

Clorox Co. (The)

    7,570      $ 554,275   

Colgate-Palmolive Co.

    586,787        61,342,713   

Kimberly-Clark Corp.

    104,283        8,804,614   

Procter & Gamble Co.

    849,110        57,646,078   
                 
    $ 128,347,680   
                 

Independent Power Producers & Energy Traders — 0.0% (1)

  

AES Corp. (The)

    1,730      $ 18,511   
                 
    $ 18,511   
                 

Industrial Conglomerates — 2.4%

  

3M Co.

    799,469      $ 74,230,697   

Danaher Corp.

    41,105        2,297,769   

General Electric Co.

    5,187,334        108,882,141   
                 
    $ 185,410,607   
                 

Insurance — 2.9%

  

Aegon NV ADR

    5,088,862      $ 32,772,271   

Aflac, Inc.

    93,654        4,974,900   

Allstate Corp. (The)

    964        38,724   

Aon PLC

    25,900        1,440,040   
 

 

  33   See Notes to Financial Statements.


Tax-Managed Growth Portfolio

December 31, 2012

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Insurance (continued)

  

Berkshire Hathaway, Inc., Class A (2)

    464      $ 62,203,840   

Berkshire Hathaway, Inc., Class B (2)

    946,900        84,936,930   

Chubb Corp.

    23,930        1,802,408   

Cincinnati Financial Corp.

    135,528        5,307,277   

Hartford Financial Services Group, Inc.

    5,762        129,299   

Manulife Financial Corp.

    64,686        879,083   

Progressive Corp.

    1,151,311        24,292,662   

Torchmark Corp.

    52,429        2,709,006   

Travelers Companies, Inc. (The)

    76,466        5,491,788   
                 
    $ 226,978,228   
                 

Internet & Catalog Retail — 0.7%

  

Amazon.com, Inc. (2)

    211,982      $ 53,237,160   
                 
    $ 53,237,160   
                 

Internet Software & Services — 3.4%

  

Akamai Technologies, Inc. (2)

    200,000      $ 8,182,000   

AOL, Inc. (2)

    5,317        157,436   

eBay, Inc. (2)

    1,260,217        64,296,271   

Facebook, Inc., Class A (2)

    1,289,000        34,326,070   

Google, Inc., Class A (2)

    212,621        150,826,959   

IAC/InterActiveCorp

    13,368        632,306   

VeriSign, Inc. (2)

    14,758        572,906   
                 
    $ 258,993,948   
                 

IT Services — 4.3%

  

Accenture PLC, Class A

    2,738,000      $ 182,077,000   

Automatic Data Processing, Inc.

    397,949        22,687,072   

Broadridge Financial Solutions, Inc.

    1,652        37,798   

Fidelity National Information Services, Inc.

    63,590        2,213,568   

Fiserv, Inc. (2)

    16,691        1,319,090   

International Business Machines Corp.

    539,513        103,343,715   

Paychex, Inc.

    693,512        21,595,964   

Total System Services, Inc.

    32,405        694,115   

Western Union Co.

    54,638        743,623   
                 
    $ 334,711,945   
                 

Leisure Equipment & Products — 0.0% (1)

  

Mattel, Inc.

    26,506      $ 970,650   
                 
    $ 970,650   
                 
Security   Shares     Value  
   

Life Sciences Tools & Services — 0.2%

  

Agilent Technologies, Inc.

    441,172      $ 18,061,582   

Thermo Fisher Scientific, Inc.

    18,700        1,192,686   
                 
    $ 19,254,268   
                 

Machinery — 3.5%

  

Caterpillar, Inc.

    85,768      $ 7,683,097   

Deere & Co.

    1,984,615        171,510,428   

Dover Corp.

    362,793        23,839,128   

Illinois Tool Works, Inc.

    1,051,729        63,955,641   

Parker Hannifin Corp.

    7,953        676,482   

Pentair, Ltd.

    5,462        268,457   

WABCO Holdings, Inc. (2)

    1,156        75,360   
                 
    $ 268,008,593   
                 

Media — 4.1%

  

CBS Corp., Class B

    129,378      $ 4,922,833   

Comcast Corp., Class A

    199,107        7,442,620   

Comcast Corp., Special Class A

    1,434,304        51,563,229   

DIRECTV (2)

    17,242        864,859   

Discovery Communications, Inc., Class A (2)

    6,723        426,776   

Discovery Communications, Inc., Class C (2)

    6,732        393,822   

Gannett Co., Inc.

    3,563        64,170   

McGraw-Hill Cos., Inc. (The)

    86,290        4,717,474   

News Corp., Class A

    97        2,477   

Omnicom Group, Inc.

    112,077        5,599,367   

Time Warner Cable, Inc.

    12,203        1,186,009   

Time Warner, Inc.

    364,701        17,443,649   

Viacom, Inc., Class B

    118,510        6,250,217   

Walt Disney Co. (The)

    4,316,725        214,929,738   
                 
    $ 315,807,240   
                 

Metals & Mining — 0.3%

  

Alcoa, Inc.

    52,760      $ 457,957   

Freeport-McMoRan Copper & Gold, Inc.

    450,138        15,394,719   

Nucor Corp.

    230,000        9,931,400   
                 
    $ 25,784,076   
                 

Multiline Retail — 0.2%

  

JC Penney Co., Inc.

    125,000      $ 2,463,750   

Target Corp.

    161,351        9,547,139   
                 
    $ 12,010,889   
                 
 

 

  34   See Notes to Financial Statements.


Tax-Managed Growth Portfolio

December 31, 2012

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Oil, Gas & Consumable Fuels — 6.6%

  

Anadarko Petroleum Corp.

    922,342      $ 68,539,234   

Apache Corp.

    1,379,619        108,300,091   

BP PLC ADR

    182,637        7,605,005   

Chevron Corp.

    589,479        63,746,259   

ConocoPhillips

    270,175        15,667,448   

Devon Energy Corp.

    568,677        29,593,951   

Exxon Mobil Corp.

    2,103,669        182,072,552   

Hess Corp.

    39,579        2,096,104   

Marathon Oil Corp.

    171,639        5,262,452   

Marathon Petroleum Corp.

    85,592        5,392,296   

Murphy Oil Corp.

    78,679        4,685,334   

Phillips 66

    141,746        7,526,713   

Royal Dutch Shell PLC ADR, Class A

    70,332        4,849,391   

Royal Dutch Shell PLC ADR, Class B

    9,594        680,119   

Spectra Energy Corp.

    8,313        227,610   

Williams Cos., Inc.

    2,000        65,480   

WPX Energy, Inc. (2)

    666        9,910   
                 
    $ 506,319,949   
                 

Personal Products — 0.0% (1)

  

Estee Lauder Cos., Inc. (The), Class A

    26,070      $ 1,560,550   
                 
    $ 1,560,550   
                 

Pharmaceuticals — 6.7%

  

Allergan, Inc.

    288,962      $ 26,506,484   

Bristol-Myers Squibb Co.

    1,489,840        48,553,886   

Eli Lilly & Co.

    1,011,572        49,890,731   

GlaxoSmithKline PLC ADR

    455,612        19,805,454   

Johnson & Johnson

    2,318,480        162,525,448   

Merck & Co., Inc.

    1,109,591        45,426,656   

Novo Nordisk A/S ADR

    249,848        40,777,692   

Pfizer, Inc.

    2,445,404        61,330,732   

Teva Pharmaceutical Industries, Ltd. ADR

    1,671,886        62,428,223   

Watson Pharmaceuticals, Inc. (2)

    20,000        1,720,000   
                 
    $ 518,965,306   
                 

Real Estate Investment Trusts (REITs) — 0.0% (1)

  

Weyerhaeuser Co.

    1,223      $ 34,024   
                 
    $ 34,024   
                 

Road & Rail — 0.2%

  

Norfolk Southern Corp.

    43,575      $ 2,694,678   

Union Pacific Corp.

    131,038        16,474,097   
                 
    $ 19,168,775   
                 
Security   Shares     Value  
   

Semiconductors & Semiconductor Equipment — 3.6%

  

Analog Devices, Inc.

    560,289      $ 23,565,755   

Applied Materials, Inc.

    1,065,614        12,190,624   

Broadcom Corp., Class A

    897,422        29,803,385   

Cypress Semiconductor Corp. (2)

    52,742        571,723   

Intel Corp.

    8,430,881        173,929,075   

Linear Technology Corp.

    18,494        634,344   

Maxim Integrated Products, Inc.

    223,099        6,559,111   

NVIDIA Corp.

    284,500        3,496,505   

Texas Instruments, Inc.

    897,287        27,762,060   

Xilinx, Inc.

    50,186        1,801,677   
                 
    $ 280,314,259   
                 

Software — 4.0%

  

Activision Blizzard, Inc.

    846,350      $ 8,988,237   

Adobe Systems, Inc. (2)

    409,776        15,440,360   

CA, Inc.

    7,339        161,311   

Microsoft Corp.

    3,191,370        85,305,320   

Oracle Corp.

    6,052,684        201,675,431   

Symantec Corp. (2)

    72,900        1,371,249   
                 
    $ 312,941,908   
                 

Specialty Retail — 4.0%

  

Best Buy Co., Inc.

    133,011      $ 1,576,180   

Gap, Inc. (The)

    89,138        2,766,844   

Home Depot, Inc. (The)

    2,344,439        145,003,552   

Limited Brands, Inc.

    41,877        1,970,732   

Lowe’s Companies, Inc.

    333,776        11,855,724   

Staples, Inc.

    149,396        1,703,114   

TJX Companies, Inc. (The)

    3,402,810        144,449,284   
                 
    $ 309,325,430   
                 

Textiles, Apparel & Luxury Goods — 1.7%

  

Coach, Inc.

    10,800      $ 599,508   

Hanesbrands, Inc. (2)

    197,985        7,091,823   

NIKE, Inc., Class B

    2,424,684        125,113,694   

VF Corp.

    12,000        1,811,640   
                 
    $ 134,616,665   
                 

Tobacco — 0.3%

  

Altria Group, Inc.

    111,446      $ 3,501,634   

Philip Morris International, Inc.

    207,655        17,368,264   
                 
    $ 20,869,898   
                 
 

 

  35   See Notes to Financial Statements.


Tax-Managed Growth Portfolio

December 31, 2012

 

Portfolio of Investments — continued

 

 

Security   Shares     Value  
   

Wireless Telecommunication Services — 0.1%

  

America Movil SAB de CV ADR, Series L

    61,000      $ 1,411,540   

Sprint Nextel Corp. (2)

    135,160        766,357   

Vodafone Group PLC ADR

    179,476        4,521,001   
                 
    $ 6,698,898   
                 

Total Common Stocks
(identified cost $5,007,236,733)

    $ 7,616,035,563   
                 
Preferred Stocks — 0.0%    
   
Security   Shares     Value  

Commercial Banks — 0.0%

  

Wells Fargo & Co. (3)

    166      $ 0   
                 

Total Preferred Stocks
(identified cost $4,929)

    $ 0   
                 
Rights — 0.0% (1)   
   
Security   Shares     Value  

Pharmaceuticals — 0.0% (1)

  

Sanofi, Exp. 12/31/20 (2)

    6,984      $ 11,908   
                 

Total Rights
(identified cost $16,440)

    $ 11,908   
                 
   
Short-Term Investments — 1.4%     
   
Description   Interest
(000’s omitted)
    Value  

Eaton Vance Cash Reserves Fund, LLC, 0.12% (4)

  $ 105,909      $ 105,908,979   
                 

Total Short-Term Investments
(identified cost $105,908,979)

    $ 105,908,979   
                 

Total Investments — 99.9%
(identified cost $5,113,167,081)

    $ 7,721,956,450   
                 

Other Assets, Less Liabilities — 0.1%

    $ 7,134,327   
                 

Net Assets — 100.0%

    $ 7,729,090,777   
                 

The percentage shown for each investment category in the Portfolio of Investments is based on net assets.

 

ADR     American Depositary Receipt
(1)  

Amount is less than 0.05%.

 

(2)  

Non-income producing security.

 

(3)  

For fair value measurement disclosure purposes, security is categorized as Level 3 (see Note 6).

 

(4)  

Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of December 31, 2012.

 

 

 

  36   See Notes to Financial Statements.


Tax-Managed Growth Portfolio

December 31, 2012

 

Statement of Assets and Liabilities

 

 

Assets   December 31, 2012  

Unaffiliated investments, at value (identified cost, $5,007,258,102)

  $ 7,616,047,471   

Affiliated investments, at value (identified cost, $105,908,979)

    105,908,979   

Dividends receivable

    6,975,110   

Interest receivable from affiliated investment

    10,077   

Receivable for investments sold

    2,151,359   

Tax reclaims receivable

    1,301,303   

Total assets

  $ 7,732,394,299   
Liabilities        

Payable to affiliates:

 

Investment adviser fee

  $ 3,020,651   

Trustees’ fees

    17,000   

Accrued expenses

    265,871   

Total liabilities

  $ 3,303,522   

Net Assets applicable to investors’ interest in Portfolio

  $ 7,729,090,777   
Sources of Net Assets        

Investors’ capital

  $ 5,120,222,449   

Net unrealized appreciation

    2,608,868,328   

Total

  $ 7,729,090,777   

 

  37   See Notes to Financial Statements.


Tax-Managed Growth Portfolio

December 31, 2012

 

Statement of Operations

 

 

Investment Income   Year Ended
December 31, 2012
 

Dividends (net of foreign taxes, $2,557,994)

  $ 187,062,611   

Interest allocated from affiliated investment

    90,250   

Expenses allocated from affiliated investment

    (10,988

Total investment income

  $ 187,141,873   
Expenses        

Investment adviser fee

  $ 38,048,799   

Trustees’ fees and expenses

    72,375   

Custodian fee

    1,176,902   

Professional fees

    191,193   

Miscellaneous

    213,383   

Total expenses

  $ 39,702,652   

Deduct —

 

Reduction of custodian fee

  $ 34   

Total expense reductions

  $ 34   

Net expenses

  $ 39,702,618   

Net investment income

  $ 147,439,255   
Realized and Unrealized Gain (Loss)        

Net realized gain —

 

Investment transactions (1)

  $ 668,578,527   

Investment transactions allocated from affiliated investment

    2,123   

Foreign currency transactions

    116,835   

Net realized gain

  $ 668,697,485   

Change in unrealized appreciation (depreciation) —
Investments

  $ 379,402,612   

Foreign currency

    (61,960

Net change in unrealized appreciation (depreciation)

  $ 379,340,652   

Net realized and unrealized gain

  $ 1,048,038,137   

Net increase in net assets from operations

  $ 1,195,477,392   

 

(1)  

Includes $684,475,867 of net realized gains from redemptions in-kind.

 

  38   See Notes to Financial Statements.


Tax-Managed Growth Portfolio

December 31, 2012

 

Statements of Changes in Net Assets

 

 

    Year Ended December 31,  
Increase (Decrease) in Net Assets   2012     2011  

From operations —

   

Net investment income

  $ 147,439,255      $ 132,247,891   

Net realized gain from investment transactions and foreign currency transactions

    668,697,485        229,176,225   

Net change in unrealized appreciation (depreciation) from investments and foreign currency

    379,340,652        (294,956,824

Net increase in net assets from operations

  $ 1,195,477,392      $ 66,467,292   

Capital transactions —

   

Contributions

  $ 95,312,609      $ 92,861,482   

Withdrawals

    (1,634,382,694     (1,131,862,521

Net decrease in net assets from capital transactions

  $ (1,539,070,085   $ (1,039,001,039

Net decrease in net assets

  $ (343,592,693   $ (972,533,747
Net Assets                

At beginning of year

  $ 8,072,683,470      $ 9,045,217,217   

At end of year

  $ 7,729,090,777      $ 8,072,683,470   

 

  39   See Notes to Financial Statements.


Tax-Managed Growth Portfolio

December 31, 2012

 

Supplementary Data

 

 

    Year Ended December 31,  
Ratios/Supplemental Data   2012     2011     2010     2009     2008  

Ratios (as a percentage of average daily net assets):

                                       

Expenses (1)

    0.48     0.48     0.48     0.47     0.45

Net investment income

    1.78     1.53     1.43     1.86     1.84

Portfolio Turnover

    2     2     2     3     3

Total Return

    15.48     0.80     12.86     23.32     (32.76 )% 

Net assets, end of year (000’s omitted)

  $ 7,729,091      $ 8,072,683      $ 9,045,217      $ 9,479,479      $ 10,602,743   

 

(1)  

Excludes the effect of custody fee credits, if any, of less than 0.005%.

 

  40   See Notes to Financial Statements.


Tax-Managed Growth Portfolio

December 31, 2012

 

Notes to Financial Statements

 

 

1  Significant Accounting Policies

Tax-Managed Growth Portfolio (the Portfolio) is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-end management investment company. The Portfolio’s investment objective is to achieve long-term, after-tax returns for interestholders through investing in a diversified portfolio of equity securities. The Declaration of Trust permits the Trustees to issue interests in the Portfolio. At December 31, 2012, Eaton Vance Tax-Managed Growth Fund 1.0, Eaton Vance Tax-Managed Growth Fund 1.1, Eaton Vance Tax-Managed Growth Fund 1.2 and Eaton Vance Tax-Managed Equity Asset Allocation held an interest of 8.1%, 14.7%, 5.9%, and 1.4% respectively, in the Portfolio. In addition, an unregistered fund managed by the adviser to the Portfolio held an interest of 69.9% in the Portfolio.

The following is a summary of significant accounting policies of the Portfolio. The policies are in conformity with accounting principles generally accepted in the United States of America.

A  Investment Valuation  — Equity securities (including common shares of closed-end investment companies) listed on a U.S. securities exchange generally are valued at the last sale or closing 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 Global or Global Select Market generally are valued at the NASDAQ official 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 a third party pricing service that will use various techniques that consider factors including, but not limited to, prices or yields of securities with similar characteristics, benchmark yields, broker/dealer quotes, quotes of underlying common stock, issuer spreads, as well as industry and economic events. The daily valuation of exchange-traded 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. When valuing foreign equity securities that meet certain criteria, the Portfolio’s Trustees have approved the use of a fair value service that values such securities to reflect market trading that occurs after the close of the applicable foreign markets of comparable securities or other instruments that have a strong correlation to the fair-valued securities. Foreign securities and currencies are valued in U.S. dollars, based on foreign currency exchange rate quotations supplied by a third party pricing service. The pricing service uses a proprietary model to determine the exchange rate. Inputs to the model include reported trades and implied bid/ask spreads. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Portfolio in a manner that fairly reflects the security’s value, or the amount that the Portfolio might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

The Portfolio may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities based on available market quotations provided by a third party pricing service.

B  Investment Transactions  — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C  Income  — Dividend income is recorded on the ex-dividend date for dividends received in cash and/or securities. However, if the ex-dividend date has passed, certain dividends from foreign securities are recorded as the Portfolio is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Portfolio’s understanding of the applicable countries’ tax rules and rates. Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

D  Federal Taxes — The Portfolio has elected to be treated as a partnership for federal tax purposes. No provision is made by the Portfolio for federal or state taxes on any taxable income of the Portfolio because each investor in the Portfolio is ultimately responsible for the payment of any taxes on its share of taxable income. Since at least one of the Portfolio’s investors is a regulated investment company that invests all or substantially all of its assets in the Portfolio, the Portfolio normally must satisfy the applicable source of income and diversification requirements (under the Internal Revenue Code) in order for its investors to satisfy them. The Portfolio will allocate, at least annually among its investors, each investor’s distributive share of the Portfolio’s net investment income, net realized capital gains and any other items of income, gain, loss, deduction or credit.

As of December 31, 2012, the Portfolio had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Portfolio files a U.S. federal tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

 

  41  


Tax-Managed Growth Portfolio

December 31, 2012

 

Notes to Financial Statements — continued

 

 

E  Expense Reduction  — State Street Bank and Trust Company (SSBT) serves as custodian of the Portfolio. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Portfolio maintains with SSBT. All credit balances, if any, used to reduce the Portfolio’s custodian fees are reported as a reduction of expenses in the Statement of Operations.

F  Foreign Currency Translation  — Investment valuations, other assets, and liabilities initially expressed in foreign currencies are translated each business day into U.S. dollars based upon current exchange rates. Purchases and sales of foreign investment securities and income and expenses denominated in foreign currencies are translated into U.S. dollars based upon currency exchange rates in effect on the respective dates of such transactions. Recognized 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.

G  Use of Estimates  — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

H  Indemnifications  — Under the Portfolio’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Portfolio. Under Massachusetts law, if certain conditions prevail, interestholders in the Portfolio could be deemed to have personal liability for the obligations of the Portfolio. However, the Portfolio’s Declaration of Trust contains an express disclaimer of liability on the part of Portfolio interestholders and the By-laws provide that the Portfolio shall assume the defense on behalf of any Portfolio interestholder. Moreover, the By-laws also provide for indemnification out of Portfolio property of any interestholder held personally liable solely by reason of being or having been an interestholder for all loss or expense arising from such liability. Additionally, in the normal course of business, the Portfolio enters into agreements with service providers that may contain indemnification clauses. The Portfolio’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Portfolio that have not yet occurred.

I  Prior Period Adjustments  — Subsequent to the issuance of the 2011 financial statements, management of Tax-Managed Growth Portfolio determined that the Portfolio’s capital transactions were misstated in the prior year as a result of misstatements in the recording of contributions and withdrawals. The correction of these misstatements results in offsetting decreases to the contributions and the withdrawals within the Statements of Changes in Net Assets of approximately $902,000,000 for the year ended December 31, 2011. These changes had no effect on the Portfolio’s net assets, net decrease in net assets from capital transactions, financial highlights, total return, taxable income or taxable realized gain (loss) of the Portfolio.

2  Investment Adviser Fee and Other Transactions with Affiliates

The investment adviser fee is earned by Boston Management and Research (BMR), a subsidiary of EVM, as compensation for investment advisory services rendered to the Portfolio. The fee is computed at an annual rate of 0.625% of the Portfolio’s average daily net assets up to $500 million. The advisory fee on net assets of $500 million or more is reduced as follows:

 

Average Daily Net Assets   Annual Fee Rate
(for each level)
 

$500 million but less than $1 billion

    0.5625

$1 billion but less than $1.5 billion

    0.5000

$1.5 billion but less than $7 billion

    0.4375

$7 billion but less than $10 billion

    0.4250

$10 billion but less than $15 billion

    0.4125

$15 billion but less than $20 billion

    0.4000

$20 billion but less than $25 billion

    0.3900

$25 billion and over

    0.3800

The Portfolio invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. For the year ended December 31, 2012, the Portfolio’s investment adviser fee amounted to $38,048,799, or 0.46% of the Portfolio’s average daily net assets.

Officers and Trustees of the Portfolio who are members of EVM’s or BMR’s organizations receive remuneration for their services to the Portfolio out of the investment adviser fee. Trustees of the Portfolio who are not affiliated with the investment adviser may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended December 31, 2012, no significant amounts have been deferred. Certain officers and Trustees of the Portfolio are officers of the above organizations.

 

  42  


Tax-Managed Growth Portfolio

December 31, 2012

 

Notes to Financial Statements — continued

 

 

3  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $131,570,236 and $70,924,383, respectively, for the year ended December 31, 2012. In addition, investors contributed securities with a value of $36,262,348 and investments having an aggregate market value of $1,507,627,169 at dates of withdrawal were distributed in payment for capital withdrawals, during the year ended December 31, 2012.

4  Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Portfolio at December 31, 2012, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

  $ 1,737,183,179   

Gross unrealized appreciation

  $ 5,986,730,741   

Gross unrealized depreciation

    (1,957,470

Net unrealized appreciation

  $ 5,984,773,271   

The net unrealized appreciation on foreign currency at December 31, 2012 on a federal income tax basis was $78,959.

5  Line of Credit

The Portfolio participates with other portfolios and funds managed by EVM and its affiliates in a $600 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Portfolio solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Portfolio based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.08% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Portfolio, it may be unable to borrow some or all of its requested amounts at any particular time. The Portfolio did not have any significant borrowings or allocated fees during the year ended December 31, 2012.

6  Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

 

Ÿ  

Level 1 – quoted prices in active markets for identical investments

 

Ÿ  

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

Ÿ  

Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

  43  


Tax-Managed Growth Portfolio

December 31, 2012

 

Notes to Financial Statements — continued

 

 

At December 31, 2012, the hierarchy of inputs used in valuing the Portfolio’s investments, which are carried at value, were as follows:

 

Asset Description   Level 1     Level 2     Level 3     Total  

Common Stocks

       

Consumer Discretionary

  $ 1,110,460,774      $      $         —      $ 1,110,460,774   

Consumer Staples

    842,842,357        134,677,074               977,519,431   

Energy

    623,193,645                      623,193,645   

Financials

    1,075,464,116        20,067,724               1,095,531,840   

Health Care

    891,444,143                      891,444,143   

Industrials

    925,680,004                      925,680,004   

Information Technology

    1,783,727,587                      1,783,727,587   

Materials

    170,397,491                      170,397,491   

Telecommunication Services

    33,862,930                      33,862,930   

Utilities

    4,217,718                      4,217,718   

Total Common Stocks

  $ 7,461,290,765      $ 154,744,798   $      $ 7,616,035,563   

Preferred Stocks

  $      $      $ 0      $ 0   

Rights

    11,908                      11,908   

Short-Term Investments

           105,908,979               105,908,979   

Total Investments

  $ 7,461,302,673      $ 260,653,777      $ 0      $ 7,721,956,450   

 

* Includes foreign equity securities whose values were adjusted to reflect market trading of comparable securities or other correlated instruments that occurred after the close of trading in their applicable foreign markets.

There was no activity in investments valued based on Level 3 inputs during the year ended December 31, 2012 to require a reconciliation of Level 3 assets. All Level 3 investments held at December 31, 2011 and December 31, 2012 were valued at $0. At December 31, 2012 there were no investments transferred between Level 1 and Level 2 during the year then ended.

7  Legal Proceedings

In November 2010, the Portfolio was named as defendant and a putative member of the proposed defendant class of shareholders in the case entitled Official Committee of Unsecured Creditors (UCC) of the Tribune Company v. FitzSimons, et al. as a result of its ownership of shares in the Tribune Company (Tribune) in 2007 when Tribune effected a leveraged buyout transaction (LBO) and was converted to a privately held company. The UCC, which has been replaced by a Litigation Trustee pursuant to Tribune’s plan of reorganization, seeks to recover payments of the proceeds of the LBO. This adversary proceeding in the Bankruptcy Court has been stayed pending the outcome of an omnibus motion to dismiss filed by the defendants (including the Portfolio) in a related multi-district litigation proceeding in the Southern District of New York. The value of the proceeds received by the Portfolio is approximately $48,237,000 (equal to 0.62% of net assets at December 31, 2012).

The Portfolio cannot predict the outcome of these proceedings or the effect, if any, on the Portfolio’s net asset value. The attorneys’ fees and costs related to these actions will be expensed by the Portfolio as incurred.

 

  44  


Tax-Managed Growth Portfolio

December 31, 2012

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees and Investors of Tax-Managed Growth Portfolio:

We have audited the accompanying statement of assets and liabilities of Tax-Managed Growth Portfolio (the “Portfolio”), including the portfolio of investments, as of December 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended. These financial statements and supplementary data are the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on these financial statements and supplementary data 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 and supplementary data are free of material misstatement. The Portfolio is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included 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 Portfolio’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 owned as of December 31, 2012, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data referred to above present fairly, in all material respects, the financial position of Tax-Managed Growth Portfolio as of December 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the supplementary data for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 21, 2013

 

  45  


Eaton Vance

Tax-Managed Growth Fund 1.1

December 31, 2012

 

Management and Organization

 

 

Fund Management.   The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed Growth Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 188 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.

 

Name and Year of Birth   

Position(s)

with the
Trust and the
Portfolio

     Length of
Service
     Principal Occupation(s) and Directorships
During Past Five Years and Other Relevant Experience

Interested Trustee

Thomas E. Faust Jr.

1958

   Trustee      Since 2007     

Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 188 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and the Portfolio.

Directorships in the Last Five Years. (1) Director of EVC and Hexavest Inc.

            

Noninterested Trustees

Scott E. Eston

1956

   Trustee      Since 2011     

Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997).

Directorships in the Last Five Years. None.

Benjamin C. Esty

1963

   Trustee      Since 2005     

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

Directorships in the Last Five Years. (1) None.

Allen R. Freedman

1940

   Trustee      Since 2007     

Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000).

Directorships in the Last Five Years. (1) Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park

1947

   Trustee      Since 2003     

Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981).

Directorships in the Last Five Years. (1) None.

 

  46  


Eaton Vance

Tax-Managed Growth Fund 1.1

December 31, 2012

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the
Trust and the
Portfolio

     Length of
Service
     Principal Occupation(s) and Directorships
During Past Five Years and Other Relevant Experience

Noninterested Trustees (continued)

Ronald A. Pearlman

1940

   Trustee      Since 2003     

Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990).

Directorships in the Last Five Years. (1) None.

Helen Frame Peters

1948

   Trustee      Since 2008     

Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998).

Directorships in the Last Five Years. (1) Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout

1957

   Trustee      Of the Trust since 1998 and of the Portfolio since 2003     

Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.

Directorships in the Last Five Years. (1) None.

Harriett Tee Taggart

1948

   Trustee      Since 2011     

Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006).

Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

Ralph F. Verni

1943

  

Chairman of

the Board

and Trustee

     Chairman of the Board since 2007 and Trustee since 2005     

Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006).

Directorships in the Last Five Years. (1) None.

            

Principal Officers who are not Trustees

Name and Year of Birth   

Position(s)

with the

Trust and the
Portfolio

    

Length of

Service

    

Principal Occupation(s)

During Past Five Years

Duncan W. Richardson

1957

   President      Of the Trust since 2011 and of the Portfolio since 2002      Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Payson F. Swaffield

1956

   Vice President of the Trust      Since 2011      Vice President and Chief Income Investment Officer of EVM and BMR.

Barbara E. Campbell

1957

   Treasurer      Of the Trust since 2005 and of the Portfolio since 2008      Vice President of EVM and BMR.

 

  47  


Eaton Vance

Tax-Managed Growth Fund 1.1

December 31, 2012

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the

Trust and the
Portfolio

    

Length of

Service

    

Principal Occupation(s)

During Past Five Years

Principal Officers who are not Trustees (continued)

Maureen A. Gemma

1960

   Vice President, Secretary and Chief Legal Officer      Vice President since 2011; Secretary since 2007 and Chief Legal Officer since 2008      Vice President of EVM and BMR.

Paul M. O’Neil

1953

   Chief Compliance Officer      Since 2004      Vice President of EVM and BMR.

 

(1)  

During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009).

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolio and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

 

  48  


Eaton Vance

Tax-Managed Growth Fund 1.2

December 31, 2012

 

Management and Organization

 

 

Fund Management.   The Trustees of Eaton Vance Mutual Funds Trust (the Trust) and Tax-Managed Growth Portfolio (the Portfolio) are responsible for the overall management and supervision of the Trust’s and Portfolio’s affairs. The Trustees and officers of the Trust and the Portfolio are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust and the Portfolio hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust and the Portfolio, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter, the Portfolio’s placement agent and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 188 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.

 

Name and Year of Birth   

Position(s)

with the
Trust and the
Portfolio

     Length of
Service
    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Interested Trustee

            

Thomas E. Faust Jr.

1958

   Trustee      Since 2007     

Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 188 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust and the Portfolio.

Directorships in the Last Five Years. (1) Director of EVC and Hexavest Inc.

            

Noninterested Trustees

            

Scott E. Eston

1956

   Trustee      Since 2011     

Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997).

Directorships in the Last Five Years. None.

Benjamin C. Esty

1963

   Trustee      Since 2005     

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

Directorships in the Last Five Years. (1) None.

Allen R. Freedman

1940

   Trustee      Since 2007     

Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000).

Directorships in the Last Five Years. (1) Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park

1947

   Trustee      Since 2003     

Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981).

Directorships in the Last Five Years. (1) None.

 

  49  


Eaton Vance

Tax-Managed Growth Fund 1.2

December 31, 2012

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the
Trust and the
Portfolio

     Length of
Service
    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Noninterested Trustees (continued)

         

Ronald A. Pearlman

1940

   Trustee      Since 2003     

Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990).

Directorships in the Last Five Years. (1) None.

Helen Frame Peters

1948

   Trustee      Since 2008     

Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998).

Directorships in the Last Five Years. (1) Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout

1957

   Trustee      Of the Trust since 1998 and of the Portfolio since 2003     

Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.

Directorships in the Last Five Years. (1) None.

Harriett Tee Taggart

1948

   Trustee      Since 2011     

Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006).

Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

Ralph F. Verni

1943

  

Chairman of the Board and

Trustee

     Chairman of the Board since 2007 and Trustee since 2005     

Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006).

Directorships in the Last Five Years. (1) None.

            

Principal Officers who are not Trustees

    
Name and Year of Birth   

Position(s)

with the
Trust and the

Portfolio

    

Length of

Service

    

Principal Occupation(s)

During Past Five Years

Duncan W. Richardson

1957

   President      Of the Trust since 2011 and of the Portfolio since 2002      Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Payson F. Swaffield

1956

   Vice President of the Trust      Since 2011      Vice President and Chief Income Investment Officer of EVM and BMR.

Barbara E. Campbell

1957

   Treasurer      Of the Trust since 2005 and of the Portfolio since 2008      Vice President of EVM and BMR.

 

  50  


Eaton Vance

Tax-Managed Growth Fund 1.2

December 31, 2012

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the
Trust and the

Portfolio

    

Length of

Service

    

Principal Occupation(s)

During Past Five Years

Principal Officers who are not Trustees (continued)

    

Maureen A. Gemma

1960

   Vice President, Secretary and Chief Legal Officer      Vice President since 2011; Secretary since 2007 and Chief Legal Officer since 2008      Vice President of EVM and BMR.

Paul M. O’Neil

1953

   Chief Compliance Officer      Since 2004      Vice President of EVM and BMR.

 

(1)  

During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009).

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and the Portfolio and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

 

  51  


Eaton Vance Funds

 

IMPORTANT NOTICES

 

 

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:

 

Ÿ  

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.

 

Ÿ  

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.

 

Ÿ  

Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

 

Ÿ  

We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy 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, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only 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 advisor/broker-dealer, it is likely that only such advisor’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 (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, 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 advisor. 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 advisor.

Portfolio Holdings.   Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’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 most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.

 

  52  


Investment Adviser of Tax-Managed Growth Portfolio

Boston Management and Research

Two International Place

Boston, MA 02110

Administrator of Eaton Vance Tax-Managed Growth Funds 1.1 and 1.2

Eaton Vance Management

Two International Place

Boston, MA 02110

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

 
* FINRA BrokerCheck.   Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing this program is available to investors at www.FINRA.org.


LOGO

 

4966-2/13   TGSRC1.1&2


 

Eaton Vance

Parametric Structured

Commodity Strategy Fund

 

Annual Report

December 31, 2012

 

 

LOGO  

 

 

 

 

 

LOGO


 

 

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.

This report must be preceded or accompanied by a current summary prospectus or prospectus. Before investing, investors should consider carefully the investment objective, risks, and charges and expenses of a mutual fund. This and other important information is contained in the summary prospectus and prospectus, which can be obtained from a financial advisor. Prospective investors should read the prospectus carefully before investing. For further information, please call 1-800-262-1122.


Annual Report December 31, 2012

Eaton Vance

Parametric Structured Commodity Strategy Fund

 

Table of Contents   

Management’s Discussion of Fund Performance

     2   

Performance

     3   

Fund Profile

     4   

Endnotes and Additional Disclosures

     5   

Fund Expenses

     6   

Financial Statements

     7   

Report of Independent Registered Public Accounting Firm

     22   

Federal Tax Information

     23   

Management and Organization

     24   

Important Notices

     26   


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Management’s Discussion of Fund Performance 1

 

 

Economic and Market Conditions

The commodity asset class, as measured by the Dow Jones-UBS Commodity Index Total Return (the Index) 2 remained highly volatile over the course of 2012, with numerous periods of rapid increases, followed by equally prominent declines.

The year began with a high level of optimism about the state of the global economy, which was reflected in an increase in demand for raw materials. The European debt crisis and growing concerns about a “hard landing” in China caused this optimism to fade in the spring, but the impacts of these worries on the Index were erased in the early summer as grain prices skyrocketed due to the unexpected heat wave and associated drought in the United States Midwest. However, the year ended with a broad decline in the commodity markets, due to a combination of worries about the state of the global economy, and the pending so-called “fiscal cliff” in the United States.

These economic worries benefited the precious metals sector, with gold, silver and platinum all booking moderate gains. Investors historically tend to invest in precious metals in times of uncertainty. Energy prices showed a wide amount of dispersion, with unleaded gasoline being one of the largest gainers in the commodity space, while natural gas was one of the largest decliners. The price of gasoline was positively impacted by a series of refinery shutdowns and fires, which constrained supply. Natural gas prices continue to be negatively impacted by the relentless increase in production, attributable in part to advances in shale extraction techniques. Price movements in the agricultural sector were also mixed, with soybeans, wheat and corn booking large gains, while coffee, cotton and sugar booked equally impressive losses.

Fund Performance

For the fiscal year ended December 31, 2012, Eaton Vance Parametric Structured Commodity Strategy Fund (the Fund) Class I shares had a total return of 2.30% at net asset value (NAV). By comparison, the Index returned -1.06% during the same period.

The positive return posted by the Fund, versus a negative return for the Index, was primarily generated by the use of target weights to reduce concentration risk in the Fund. In addition, non-Index holdings were additive to Fund performance versus the Index.

The main contributors to Fund return versus the Index were the Fund’s large overweight positions in lead and gasoline. Increased demand for lead for use in automotive batteries, coupled with a declining supply caused this non-Index position to sharply appreciate over 2012. In addition, the Fund benefited from its underweight to natural gas, which sharply declined due to a warm winter and an increase in supply resulting from technological advances in the extraction of this commodity.

The main Fund performance detractors versus the Index in 2012 were underweight positions in soybeans, corn and wheat. The extreme heat and drought conditions suffered in the U.S. Midwest brought a dramatic decline in global grain supplies, and produced equally dramatic gains in grain prices.

The Fund’s emphasis on rebalancing and spreading its holdings across commodities generally aided Fund performance versus the Index, as many commodities experienced reversals of fortune from month to month, which broadly generated a rebalancing premium.

 

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) 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 less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to www.eatonvance.com.

 

  2  


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Performance 2,3

 

Portfolio Managers David Stein, Ph.D. and Thomas Seto, each of Parametric Portfolio Associates LLC

 

% Average Annual Total Returns    Inception Date      One Year      Since
Inception
 

Class A at NAV

     01/03/2012                 -0.27

Class A with 4.75% Maximum Sales Charge

                     -5.02   

Class I at NAV

     05/25/2011         2.30      -7.52   

Dow Jones-UBS Commodity Index Total Return

     05/25/2011         -1.06      -9.64
        
% Total Annual Operating Expense Ratios 4             Class A      Class I  

Gross

        2.90      2.65

Net

        1.00         0.75   

Growth of $250,000

 

This graph shows the change in value of a hypothetical investment of $250,000 in Class I of the Fund for the period indicated. For comparison, the same investment is shown in the indicated index.

 

LOGO

 

Growth of Investment    Amount Invested    Period Beginning    At NAV   With Maximum
Sales Charge

Class A

   $10,000    01/03/2012    $9,973   $9,498

 

See Endnotes and Additional Disclosures in this report.

Past performance is no guarantee of future results. Returns are historical and are calculated by determining the percentage change in net asset value (NAV) 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 less than one year is cumulative. Performance is for the stated time period only; due to market volatility, the Fund’s current performance may be lower or higher than quoted. Returns are before taxes unless otherwise noted. For performance as of the most recent month end, please refer to www.eatonvance.com.

 

  3  


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Fund Profile

 

 

 

Commodity Exposure by Investment (% of net assets)

 

 

LOGO

 

Commodity Exposure (% of net assets) 5

 

 

Energy

    28.23   Agriculture     25.27

Unleaded Gasoline

    8.07     

Sugar

    4.02   

Natural Gas

    8.02     

Soybean Oil

    3.92   

Gas Oil

    7.75     

Corn

    3.88   

Crude Oil-WTI

    2.21     

Soybeans

    3.87   

Crude Oil-Brent

    2.09     

Wheat

    3.84   

Heating Oil

    0.09     

Coffee

    1.98   
   

Cotton

    1.97   

Industrial Metals

    27.11  

Cocoa

    1.79   

Copper

    7.80       

Aluminum

    7.71      Precious Metals     13.47

Zinc

    3.93     

Gold

    7.91   

Lead

    3.92     

Silver

    3.71   

Nickel

    3.75     

Platinum

    1.85   
     
    Livestock     5.90
   

Live Cattle

    3.95   
   

Lean Hogs

    1.95   
 

 

See Endnotes and Additional Disclosures in this report.

 

  4  


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Endnotes and Additional Disclosures

 

 

1  

The views expressed in this report are those of the portfolio manager(s) and are current only through the date stated at the top of this page. These views are subject to change at any time based upon market or other conditions, and Eaton Vance and the Fund(s) disclaim any responsibility to update such views. These views may not be relied upon as investment advice and, because investment decisions are based on many factors, may not be relied upon as an indication of trading intent on behalf of any Eaton Vance fund. This commentary may contain statements that are not historical facts, referred to as “forward looking statements”. The Fund’s actual future results may differ significantly from those stated in any forward looking statement, depending on factors such as changes in securities or financial markets or general economic conditions, the volume of sales and purchases of Fund shares, the continuation of investment advisory, administrative and service contracts, and other risks discussed from time to time in the Fund’s filings with the Securities and Exchange Commission.

 

2  

Dow Jones-UBS Commodity Index Total Return is designed to provide diversified commodity exposure, with weightings based on each underlying commodity’s liquidity and economic significance. Unless otherwise stated, index returns do not reflect the effect of any applicable sales charges, commissions, expenses, taxes or leverage, as applicable. It is not possible to invest directly in an index.

 

3  

Total Returns at NAV do not include applicable sales charges. If sales charges were deducted, the returns would be lower. Total Returns shown with maximum sales charge reflect the stated maximum sales charge. Unless otherwise stated, performance does not reflect the deduction of taxes on Fund distributions or redemptions of Fund shares.

 

4  

Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 4/30/13. Without the reimbursement, performance would have been lower.

 

5  

Commodity Exposure reflects the Fund’s exposure to commodity indices through total return swaps (derived based on notional amounts plus or minus unrealized appreciation (depreciation)) and the exchange-traded notes.

 

   Fund profile subject to change due to active management.

Important Notice to Shareholders

Effective March 1, 2013, the name of the Fund is changed to Parametric Commodity Strategy Fund. Class A and Class I shares of the Fund are renamed Investor Class and Institutional Class, respectively. The front-end sales charge payable upon purchase of Investor Class shares of the Fund is eliminated. The minimum initial purchase of Institutional Class shares of the Fund is changed to $50,000 (waived in certain circumstances).

 

 

  5  


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Fund Expenses

 

 

Example:  As a Fund shareholder, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchases and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and/or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of Fund investing 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, 2012 – December 31, 2012).

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 section, 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 section 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 Fund return. 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 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 be higher.

 

       Beginning
Account Value
(7/1/12)
     Ending
Account Value
(12/31/12)
     Expenses Paid
During Period*
(7/1/12 – 12/31/12)
     Annualized
Expense
Ratio
 
           

Actual

           

Class A

   $ 1,000.00       $ 1,053.40       $ 5.16 **       1.00

Class I

   $ 1,000.00       $ 1,054.70       $ 3.87 **       0.75
                                     
           

Hypothetical

           

(5% return per year before expenses)

           

Class A

   $ 1,000.00       $ 1,020.10       $ 5.08 **       1.00

Class I

   $ 1,000.00       $ 1,021.40       $ 3.81 **       0.75

 

* Expenses are equal to the Fund’s annualized expense ratio for the indicated Class, 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, 2012.

 

** Absent an allocation of certain expenses to affiliates, expenses would be higher.

 

  6  


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Consolidated Portfolio of Investments

 

 

Exchange-Traded Notes (ETN) — 2.6%   
   
Security   Units     Value  
   

iPath Dow Jones-UBS Commodity Index Total Return ETN
(Barclays Bank PLC), 0%, 6/12/36 (1)

    50,168      $ 2,074,447   
                 

Total Exchange-Traded Notes
(identified cost $2,082,721)

   

  $ 2,074,447   
                 
Short-Term Investments — 99.8%     
U.S. Treasury Obligations — 79.1%     
   
Security   Principal
Amount
(000’s omitted)
    Value  

U.S. Treasury Bill, 0.00%, 1/10/13 (2)

  $ 17,000      $ 16,999,881   

U.S. Treasury Bill, 0.00%, 2/7/13 (2)

    6,500        6,499,818   

U.S. Treasury Bill, 0.00%, 5/2/13

    1,500        1,499,562   

U.S. Treasury Bill, 0.00%, 6/27/13

    4,000        3,997,800   

U.S. Treasury Bill, 0.00%, 7/25/13

    2,000        1,998,584   

U.S. Treasury Bill, 0.00%, 8/22/13 (2)

    7,000        6,994,253   

U.S. Treasury Bill, 0.00%, 9/19/13

    8,000        7,992,640   

U.S. Treasury Bill, 0.00%, 10/17/13 (2)

    9,000        8,990,649   

U.S. Treasury Bill, 0.00%, 12/12/13

    8,000        7,989,312   
                 

Total U.S. Treasury Obligations
(identified cost $62,952,763)

   

  $ 62,962,499   
                 
Other — 20.7%    
   
Description   Interest
(000’s omitted)
    Value  

Eaton Vance Cash Reserves Fund, LLC, 0.12% (3)

  $ 16,471      $ 16,471,334   
                 

Total Other
(identified cost $16,471,334)

    $ 16,471,334   
                 

Total Short-Term Investments
(identified cost $79,424,097)

    $ 79,433,833   
                 

Total Investments — 102.4%
(identified cost $81,506,818)

    $ 81,508,280   
                 

Other Assets, Less Liabilities — (2.4)%

    $ (1,886,651
                 

Net Assets — 100.0%

    $ 79,621,629   
                 

The percentage shown for each investment category in the Consolidated Portfolio of Investments is based on net assets.

 

(1)  

Security does not guarantee any return of principal at maturity, upon redemption or otherwise, and does not pay any interest during its term. Cash payment at maturity or upon early redemption is based on the performance of the indicated index less an investor fee. Security is also subject to credit risk of the indicated issuer.

 

(2)  

Security (or a portion thereof) has been pledged as collateral for open swap contracts.

 

(3)  

Affiliated investment company available to Eaton Vance portfolios and funds which invests in high quality, U.S. dollar denominated money market instruments. The rate shown is the annualized seven-day yield as of December 31, 2012.

 

 

  7   See Notes to Consolidated Financial Statements.


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Consolidated Statement of Assets and Liabilities

 

 

Assets   December 31, 2012  

Unaffiliated investments, at value (identified cost, $65,035,484)

  $ 65,036,946   

Affiliated investment, at value (identified cost, $16,471,334)

    16,471,334   

Interest receivable from affiliated investment

    1,691   

Receivable for Fund shares sold

    664,315   

Receivable for open swap contracts

    450,004   

Receivable from affiliates

    25,594   

Total assets

  $ 82,649,884   
Liabilities        

Payable for investments purchased

  $ 1,678,277   

Payable for open swap contracts

    1,047,381   

Payable for Fund shares redeemed

    161,916   

Payable to affiliates:

 

Investment adviser and administrative fee

    39,469   

Distribution and service fees

    55   

Trustees’ fees

    620   

Accrued expenses

    100,537   

Total liabilities

  $ 3,028,255   

Net Assets

  $ 79,621,629   
Sources of Net Assets        

Paid-in capital

  $ 81,231,198   

Accumulated net realized loss

    (72,367

Accumulated net investment loss

    (941,287

Net unrealized depreciation

    (595,915

Total

  $ 79,621,629   
Class A Shares        

Net Assets

  $ 683,344   

Shares Outstanding

    80,805   

Net Asset Value and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 8.46   

Maximum Offering Price Per Share

 

(100 ÷ 95.25 of net asset value per share)

  $ 8.88   
Class I Shares        

Net Assets

  $ 78,938,285   

Shares Outstanding

    9,323,334   

Net Asset Value, Offering Price and Redemption Price Per Share

 

(net assets ÷ shares of beneficial interest outstanding)

  $ 8.47   

 

On sales of $50,000 or more, the offering price of Class A shares is reduced.

 

  8   See Notes to Consolidated Financial Statements.


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Consolidated Statement of Operations

 

 

Investment Income   Year Ended
December 31, 2012
 

Interest

  $ 54,372   

Interest allocated from affiliated investment

    18,250   

Expenses allocated from affiliated investment

    (2,189

Total investment income

  $ 70,433   
Expenses        

Investment adviser and administration fee

  $ 358,162   

Distribution and service fees

 

Class A

    306   

Trustees’ fees and expenses

    2,588   

Custodian fee

    184,471   

Transfer and dividend disbursing agent fees

    9,546   

Legal and accounting services

    78,440   

Printing and postage

    11,919   

Registration fees

    51,872   

Miscellaneous

    7,899   

Total expenses

  $ 705,203   

Deduct —

 

Allocation of expenses to affiliates

  $ 259,135   

Reduction of custodian fee

    11   

Total expense reductions

  $ 259,146   

Net expenses

  $ 446,057   

Net investment loss

  $ (375,624
Realized and Unrealized Gain (Loss)        

Net realized gain (loss) —

 

Investment transactions

  $ (54,447

Investment transactions allocated from affiliated investment

    376   

Swap contracts

    1,859,572   

Net realized gain

  $ 1,805,501   

Change in unrealized appreciation (depreciation) —

 

Investments

  $ 1,916   

Swap contracts

    (783,056

Net change in unrealized appreciation (depreciation)

  $ (781,140

Net realized and unrealized gain

  $ 1,024,361   

Net increase in net assets from operations

  $ 648,737   

 

  9   See Notes to Consolidated Financial Statements.


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Consolidated Statements of Changes in Net Assets

 

 

Increase (Decrease) in Net Assets  

Year Ended

December 31, 2012

    Period Ended
December 31, 2011
(1)
 

From operations —

   

Net investment loss

  $ (375,624   $ (73,371

Net realized gain (loss) from investment transactions and swap contracts

    1,805,501        (3,348,553

Net change in unrealized appreciation (depreciation) from investments and swap contracts

    (781,140     185,225   

Net increase (decrease) in net assets from operations

  $ 648,737      $ (3,236,699

Distributions to shareholders —

   

From net investment income

   

Class A

  $ (1,961   $   

Class I

    (742,457     (69,799

From net realized gain

   

Class A

    (52       

Class I

    (25,230       

Tax return of capital

   

Class A

    (5,608       

Class I

    (2,123,643       

Total distributions to shareholders

  $ (2,898,951   $ (69,799

Transactions in shares of beneficial interest —

   

Proceeds from sale of shares

   

Class A

  $ 683,402      $   

Class I

    66,366,227        34,461,472   

Net asset value of shares issued to shareholders in payment of distributions declared

   

Class A

    7,263          

Class I

    2,856,559        46,540   

Cost of shares redeemed

   

Class A

    (426       

Class I

    (17,742,227     (1,500,469

Net increase in net assets from Fund share transactions

  $ 52,170,798      $ 33,007,543   

Net increase in net assets

  $ 49,920,584      $ 29,701,045   
Net Assets                

At beginning of period

  $ 29,701,045      $   

At end of period

  $ 79,621,629      $ 29,701,045   
Accumulated net investment loss
included in net assets
               

At end of period

  $ (941,287   $ (134

 

(1)  

For the period from the start of business, May 25, 2011, to December 31, 2011.

 

  10   See Notes to Consolidated Financial Statements.


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Consolidated Financial Highlights

 

 

    Class A  
     

Period Ended

December 31, 2012 (1)

 

Net asset value — Beginning of period

  $ 8.800   
Income (Loss) From Operations        

Net investment loss (2)

  $ (0.076

Net realized and unrealized gain

    0.052   

Total loss from operations

  $ (0.024
Less Distributions        

From net investment income

  $ (0.081

From net realized gain

    (0.003

Tax return of capital

    (0.232

Total distributions

  $ (0.316

Net asset value — End of period

  $ 8.460   

Total Return (3)

    (0.27 )% (4)  
Ratios/Supplemental Data        

Net assets, end of period (000’s omitted)

  $ 683   

Ratios (as a percentage of average daily net assets):

 

Expenses (5)(6)

    1.00 % (7)  

Net investment loss

    (0.87 )% (7)  

Portfolio Turnover

    3,455 % (8)(9)  

 

(1)  

For the period from the commencement of operations, January 3, 2012, to December 31, 2012.

 

(2)  

Computed using average shares outstanding.

 

(3)  

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested and do not reflect the effect of sales charges.

 

(4)  

Not annualized.

 

(5)  

The investment adviser, sub-adviser and administrator reimbursed certain operating expenses (equal to 0.43% of average daily net assets for the period ended December 31, 2012).

 

(6)  

Excludes the effect of custody fee credits, if any, of less than 0.005%.

 

(7)  

Annualized.

 

(8)  

For the year ended December 31, 2012.

 

(9)  

Excluding the Fund’s investment in exchange-traded notes, which are used as temporary cash investments but offer commodity exposure, the portfolio turnover would be 0%.

 

  11   See Notes to Consolidated Financial Statements.


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Consolidated Financial Highlights — continued

 

 

    Class I  
      Year Ended
December 31, 2012
   

Period Ended

December 31, 2011 (1)

 

Net asset value — Beginning of period

  $ 8.600      $ 10.000   
Income (Loss) From Operations                

Net investment loss (2)

  $ (0.055   $ (0.038

Net realized and unrealized gain (loss)

    0.252        (1.339

Total income (loss) from operations

  $ 0.197      $ (1.377
Less Distributions                

From net investment income

  $ (0.084   $ (0.023

From net realized gain

    (0.003       

Tax return of capital

    (0.240       

Total distributions

  $ (0.327   $ (0.023

Net asset value — End of period

  $ 8.470      $ 8.600   

Total Return (3)

    2.30     (13.77 )% (4)(5)  
Ratios/Supplemental Data                

Net assets, end of period (000’s omitted)

  $ 78,938      $ 29,701   

Ratios (as a percentage of average daily net assets):

   

Expenses (6)(7)

    0.75     0.75 % (8)  

Net investment loss

    (0.63 )%      (0.67 )% (8)  

Portfolio Turnover

    3,455 % (9)       1,732 % (4)(9)  

 

(1)  

For the period from the start of business, May 25, 2011, to December 31, 2011.

 

(2)  

Computed using average shares outstanding.

 

(3)

Returns are historical and are calculated by determining the percentage change in net asset value with all distributions reinvested.

 

(4)  

Not annualized.

 

(5)  

During the period ended December 31, 2011, the Fund received a payment made by an affiliate for a trading error which amounted to $0.024 per share. Had the Fund not received this payment, total return would have been lower by 0.20%.

 

(6)  

The investment adviser, sub-adviser and administrator reimbursed certain operating expenses (equal to 0.43% and 1.90% of average daily net assets for the year ended December 31, 2012 and the period ended December 31, 2011, respectively).

 

(7)  

Excludes the effect of custody fee credits, if any, of less than 0.005%.

 

(8)

Annualized.

 

(9)

Excluding the Fund’s investment in exchange-traded notes, which are used as temporary cash investments but offer commodity exposure, the portfolio turnover would be 0%.

 

  12   See Notes to Consolidated Financial Statements.


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Notes to Consolidated Financial Statements

 

 

1  Significant Accounting Policies

Eaton Vance Parametric Structured Commodity Strategy Fund (the Fund) is a non-diversified series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is a Massachusetts business trust registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company. The Fund’s investment objective is to seek total return. The Fund offers two classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class I shares are sold at net asset value and are not subject to a sales charge. Each class represents a pro-rata interest in the Fund, but votes separately on class-specific matters and (as noted below) is subject to different expenses. Realized and unrealized gains and losses and net investment income and losses, other than class-specific expenses, are allocated daily to each class of shares based on the relative net assets of each class to the total net assets of the Fund. Each class of shares differs in its distribution plan and certain other class-specific expenses.

The Fund seeks to gain exposure to the commodity markets, in whole or in part, through investments in PSC Commodity Subsidiary, Ltd. (the Subsidiary), a wholly-owned subsidiary of the Fund organized under the laws of the Cayman Islands with the same objective and investment policies and restrictions as the Fund. The Fund may invest up to 25% of its total assets in the Subsidiary. The net assets of the Subsidiary at December 31, 2012 were $14,931,699 or 18.8% of the Fund’s consolidated net assets. The accompanying consolidated financial statements include the accounts of the Subsidiary. Intercompany balances and transactions have been eliminated in consolidation.

The following is a summary of significant accounting policies of the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America.

A  Investment Valuation  — Debt obligations (including short-term obligations with a remaining maturity of more than sixty days) are generally valued on the basis of valuations provided by third party pricing services, as derived from such services’ pricing models. Inputs to the models may include, but are not limited to, reported trades, executable bid and asked prices, broker/dealer quotations, prices or yields of securities with similar characteristics, benchmark curves or information pertaining to the issuer, as well as industry and economic events. The pricing services may use a matrix approach, which considers information regarding securities with similar characteristics to determine the valuation for a security. Exchange-traded notes are valued at the last sale price on the primary market or exchange on which they are traded on the day of valuation. Short-term obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value. Total return swaps are valued by obtaining the value of the underlying index or instrument and reference interest rate from a third party pricing service. Investments for which valuations or market quotations are not readily available or are deemed unreliable are valued at fair value using methods determined in good faith by or at the direction of the Trustees of the Fund in a manner that fairly reflects the security’s value, or the amount that the Fund might reasonably expect to receive for the security upon its current sale in the ordinary course. Each such determination is based on a consideration of relevant factors, which are likely to vary from one pricing context to another. These factors may include, but are not limited to, the type of security, the existence of any contractual restrictions on the security’s disposition, the price and extent of public trading in similar securities of the issuer or of comparable companies or entities, quotations or relevant information obtained from broker/dealers or other market participants, information obtained from the issuer, analysts, and/or the appropriate stock exchange (for exchange-traded securities), an analysis of the company’s or entity’s financial condition, and an evaluation of the forces that influence the issuer and the market(s) in which the security is purchased and sold.

The Fund may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). Cash Reserves Fund generally values its investment securities utilizing the amortized cost valuation technique in accordance with Rule 2a-7 under the 1940 Act. This technique involves initially valuing a portfolio security at its cost and thereafter assuming a constant amortization to maturity of any discount or premium. If amortized cost is determined not to approximate fair value, Cash Reserves Fund may value its investment securities in the same manner as debt obligations described above.

B  Investment Transactions  — Investment transactions for financial statement purposes are accounted for on a trade date basis. Realized gains and losses on investments sold are determined on the basis of identified cost.

C  Income  — Interest income is recorded on the basis of interest accrued, adjusted for amortization of premium or accretion of discount.

D  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 substantially all of its net investment income, and all or substantially all of its net realized capital gains. Accordingly, no provision for federal income or excise tax is necessary.

At December 31, 2012, the Fund, for federal income tax purposes, had current year deferred capital losses of $73,958 which will reduce its taxable income arising from future net realized gains on investment transactions, if any, to the extent permitted by the Internal Revenue Code, and thus will reduce the amount of distributions to shareholders, which would otherwise be necessary to relieve the Fund of any liability for federal income or excise tax. The current year deferred capital losses are treated as arising on the first day of the Fund’s next taxable year.

The Subsidiary is treated as a controlled foreign corporation under the Internal Revenue Code and is not expected to be subject to U.S. federal income tax. The Fund is treated as a U.S. shareholder of the Subsidiary. As a result, the Fund is required to include in gross income for U.S. federal income tax purposes all of the Subsidiary’s income, whether or not such income is distributed by the Subsidiary. If a net loss is realized by the Subsidiary, such loss is not generally available to offset the income earned by the Fund.

 

  13  


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Notes to Consolidated Financial Statements — continued

 

 

As of December 31, 2012, the Fund had no uncertain tax positions that would require financial statement recognition, de-recognition, or disclosure. The Fund files a U.S. federal income tax return annually after its fiscal year-end, which is subject to examination by the Internal Revenue Service for a period of three years from the date of filing.

E  Expenses  — The majority of expenses of the Trust are directly identifiable to an individual fund. Expenses which are not readily identifiable to a specific fund are allocated taking into consideration, among other things, the nature and type of expense and the relative size of the funds.

F  Expense Reduction  — State Street Bank and Trust Company (SSBT) serves as custodian of the Fund. Pursuant to the custodian agreement, SSBT receives a fee reduced by credits, which are determined based on the average daily cash balance the Fund maintains with SSBT. All credit balances, if any, used to reduce the Fund’s custodian fees are reported as a reduction of expenses in the Consolidated Statement of Operations.

G  Use of Estimates  — The preparation of the consolidated 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 consolidated financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates.

H  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. Under Massachusetts law, if certain conditions prevail, shareholders of a Massachusetts business trust (such as the Trust) could be deemed to have personal liability for the obligations of the Trust. However, the Trust’s Declaration of Trust contains an express disclaimer of liability on the part of Fund shareholders and the By-laws provide that the Trust shall assume the defense on behalf of any Fund shareholders. Moreover, the By-laws also provide for indemnification out of Fund property of any shareholder held personally liable solely by reason of being or having been a shareholder for all loss or expense arising from such liability. 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.

I  Total Return Swaps  — In a total return swap, the buyer receives a periodic return equal to the total return of a specified security, securities or index for a specified period of time. In return, the buyer pays the counterparty a fixed or variable stream of payments, typically based upon short-term interest rates, possibly plus or minus an agreed upon spread. During the term of the outstanding swap agreement, changes in the underlying value of the swap are recorded as unrealized gains and losses. Periodic payments received or made are recorded as realized gains or losses. The Fund is exposed to credit loss in the event of nonperformance by the swap counterparty. Risk may also arise from the unanticipated movements in value of interest rates, securities, or the index.

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 to distribute annually all or substantially all of its net realized capital gains. Distributions to shareholders are recorded on the ex-dividend date. Distributions are recorded separately for each class of shares. Shareholders may reinvest income and capital gain distributions in additional shares of the same class of the Fund at the net asset value as of the ex-dividend date or, at the election of the shareholder, receive distributions 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 consolidated financial statements as a return of capital. Permanent differences between book and tax accounting relating to distributions are reclassified to paid-in capital. For tax purposes, distributions from short-term capital gains are considered to be from ordinary income.

The tax character of distributions declared for the years ended December 31, 2012 and December 31, 2011 was as follows:

 

      Year Ended
December 31, 2012
     Period Ended
December 31, 2011
(1)
 

Distributions declared from:

    

Ordinary income

  $ 769,700       $ 69,799   

Tax return of capital

  $ 2,129,251       $   

 

(1)  

For the period from the start of business, May 25, 2011, to December 31, 2011.

During the year ended December 31, 2012, accumulated net realized loss was increased by $1,803,322, accumulated net investment loss was decreased by $178,889 and paid-in capital was increased by $1,624,433 due to differences between book and tax accounting, primarily for swap contracts, investment in partnerships and investment in the Subsidiary. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

 

  14  


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Notes to Consolidated Financial Statements — continued

 

 

As of December 31, 2012, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:

 

Deferred capital losses

  $ (73,958

Net unrealized depreciation

    (594,324

Other temporary differences

    (941,287

The differences between components of distributable earnings (accumulated losses) on a tax basis and the amounts reflected in the Consolidated Statement of Assets and Liabilities are primarily due to investments in partnerships and investment in the Subsidiary.

3  Investment Adviser and Administration Fee and Other Transactions with Affiliates

The investment adviser and administration fee is earned by EVM as compensation for investment advisory and administrative services rendered to the Fund and the Subsidiary. Pursuant to the investment advisory and administrative agreement between the Trust and EVM and the investment advisory agreement between the Subsidiary and EVM, the Fund and Subsidiary pay EVM an aggregate fee at an annual rate of 0.60% of the Fund’s consolidated average daily net assets up to $500 million and at reduced rates on consolidated net assets of $500 million and over, and is payable monthly. For the year ended December 31, 2012, the investment adviser and administration fee amounted to $358,162 or 0.60% of the Fund’s consolidated average daily net assets. Pursuant to a sub-advisory agreement, EVM has delegated the investment management of the Fund to Parametric Portfolio Associates LLC (Parametric), a majority-owned subsidiary of Eaton Vance Corp. EVM pays Parametric a portion of its advisory and administration fee for sub-advisory services provided to the Fund. EVM and Parametric have agreed to reimburse the Fund’s expenses, including expenses of the Subsidiary, to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 1.00% and 0.75% of the Fund’s consolidated average daily net assets of Class A and Class I, respectively. This agreement may be changed or terminated at any time after April 30, 2013. Pursuant to this agreement, EVM and Parametric were allocated $259,135 in total of the Fund’s operating expenses for the year ended December 31, 2012.

EVM serves as the sub-transfer agent of the Fund and receives from the transfer agent an aggregate fee based upon the actual expenses incurred by EVM in the performance of these services. For the year ended December 31, 2012, EVM earned $213 in sub-transfer agent fees. Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received distribution and service fees from Class A (see Note 4).

Trustees and officers of the Fund who are members of EVM’s organization receive remuneration for their services to the Fund out of the investment adviser and administration fee. Trustees of the Fund who are not affiliated with EVM may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of the Trustees Deferred Compensation Plan. For the year ended December 31, 2012, no significant amounts have been deferred. Certain officers and Trustees of the Fund are officers of the above organizations.

4  Distribution Plan

The Fund has in effect a distribution plan for Class A shares (Class A Plan) pursuant to Rule 12b-1 under the 1940 Act. Pursuant to the Class A Plan, the Fund pays EVD a distribution and service fee of 0.25% per annum of its average daily net assets attributable to Class A shares for distribution services and facilities provided to the Fund by EVD, as well as for personal services and/or the maintenance of shareholder accounts. Distribution and service fees paid or accrued to EVD for the year ended December 31, 2012 amounted to $306 for Class A shares.

5  Contingent Deferred Sales Charges

Class A shares may be subject to a 1% contingent deferred sales charge (CDSC) if redeemed within 18 months of purchase (depending on the circumstances of purchase). Generally, the CDSC is based upon the lower of the net asset value at date of redemption or date of purchase. No charge is levied on shares acquired by reinvestment of dividends or capital gain distributions. No CDSC is levied on shares which have been sold to EVM or its affiliates or to their respective employees or clients and may be waived under certain other limited conditions. For the year ended December 31, 2012, the Fund was informed that EVD received no CDSCs paid by Class A shareholders.

6  Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $32,823,510 and $31,854,024, respectively, for the year ended December 31, 2012.

 

  15  


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Notes to Consolidated Financial Statements — continued

 

 

7  Shares of Beneficial Interest

The Fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest (without par value). Such shares may be issued in a number of different series (such as the Fund) and classes. Transactions in Fund shares were as follows:

 

Class A           

Period Ended

December 31, 2012 (1)

 

Sales

       79,996   

Issued to shareholders electing to receive payments of distributions in Fund shares

       858   

Redemptions

             (49

Net increase

             80,805   
    
Class I  

Year Ended

December 31, 2012

     Period Ended
December 31,  2011
(2)
 

Sales

    7,566,123         3,618,492   

Issued to shareholders electing to receive payments of distributions in Fund shares

    337,602         5,437   

Redemptions

    (2,033,101      (171,219

Net increase

    5,870,624         3,452,710   

 

(1)

Class A commenced operations on January 3, 2012.

 

(2)  

For the period from the start of business, May 25, 2011, to December 31, 2011.

8  Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund, including the Subsidiary, at December 31, 2012, as determined on a federal income tax basis, were as follows:

 

Aggregate cost

  $ 81,505,227   

Gross unrealized appreciation

  $ 11,224   

Gross unrealized depreciation

    (8,171

Net unrealized appreciation

  $ 3,053   

9  Financial Instruments

The Fund may trade in financial instruments with off-balance sheet risk in the normal course of its investing activities. These financial instruments may include swap contracts and may involve, to a varying degree, elements of risk in excess of the amounts recognized for financial statement purposes. The notional or contractual amounts of these instruments represent the investment the Fund has in particular classes of financial instruments and do not necessarily represent the amounts potentially subject to risk. The measurement of the risks associated with these instruments is meaningful only when all related and offsetting transactions are considered.

 

  16  


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Notes to Consolidated Financial Statements — continued

 

 

A summary of obligations under these financial instruments at December 31, 2012 is as follows:

 

Total Return Swaps  
Counterparty   Notional
Amount
  Fund
Pays/Receives
Return on
Reference
Index
  Reference Index   Fund
Pays/
Receives
Rate
  Rate     Expiration
Date
    Net Unrealized
Appreciation
(Depreciation)
 
Barclays Bank PLC   $475,402   Receives   Excess Return on S&P GSCI 1 Month Forward Brent Crude Index   Pays     0.19     3/12/13      $      8,164   
Barclays Bank PLC   383,612   Receives   Excess Return on S&P GSCI 1 Month Forward Crude Oil Index   Pays     0.19        3/12/13        14,422   
Barclays Bank PLC   2,306,091   Receives   Excess Return on S&P GSCI 1 Month Forward GasOil Index   Pays     0.19        3/12/13        (6,389
Barclays Bank PLC   2,807,362   Receives   Excess Return on S&P GSCI 1 Month Forward Unleaded Gasoline Index   Pays     0.19        3/12/13        74,792   
Barclays Bank PLC   1,730,309   Receives   Excess Return on S&P GSCI 1 Month Forward Aluminum Index   Pays     0.20        3/12/13        (24,016
Barclays Bank PLC   2,223,293   Receives   Excess Return on S&P GSCI 1 Month Forward Copper Index   Pays     0.20        3/12/13        (26,281
Barclays Bank PLC   2,049,213   Receives   Excess Return on S&P GSCI 1 Month Forward Gold Index   Pays     0.20        3/12/13        6,215   
Barclays Bank PLC   1,027,222   Receives   Excess Return on S&P GSCI 1 Month Forward Lead Index   Pays     0.20        3/12/13        2,690   
Barclays Bank PLC   891,105   Receives   Excess Return on S&P GSCI 1 Month Forward Nickel Index   Pays     0.20        3/12/13        (37,311
Barclays Bank PLC   903,235   Receives   Excess Return on S&P GSCI 1 Month Forward Silver Index   Pays     0.20        3/12/13        (41,194
Barclays Bank PLC   1,166,436   Receives   Excess Return on S&P GSCI 1 Month Forward Zinc Index   Pays     0.20        3/12/13        (6,782
Barclays Bank PLC   353,141   Receives   Excess Return on S&P GSCI Platinum Index   Pays     0.21        3/12/13        (12,274
Barclays Bank PLC   586,703   Receives   Excess Return on S&P GSCI 1 Month Forward Cocoa Index   Pays     0.25        3/12/13        (39,463
Barclays Bank PLC   585,512   Receives   Excess Return on S&P GSCI 1 Month Forward Coffee Index   Pays     0.25        3/12/13        (868
Barclays Bank PLC   1,377,500   Receives   Excess Return on S&P GSCI 1 Month Forward Corn Index   Pays     0.25        3/12/13        (41,741
Barclays Bank PLC   510,048   Receives   Excess Return on S&P GSCI 1 Month Forward Cotton Index   Pays     0.25        3/12/13        (5,488
Barclays Bank PLC   433,065   Receives   Excess Return on S&P GSCI 1 Month Forward Lean Hogs Index   Pays     0.25        3/12/13        (7,477
Barclays Bank PLC   1,070,946   Receives   Excess Return on S&P GSCI 1 Month Forward Live Cattle Index   Pays     0.25        3/12/13        (5,959
Barclays Bank PLC   1,253,327   Receives   Excess Return on S&P GSCI 1 Month Forward Soybeans Index   Pays     0.25        3/12/13        (43,884
Barclays Bank PLC   1,131,819   Receives   Excess Return on S&P GSCI 1 Month Forward Sugar Index   Pays     0.25        3/12/13        6,899   
Barclays Bank PLC   1,376,943   Receives   Excess Return on S&P GSCI 1 Month Forward Wheat Index   Pays     0.25        3/12/13        (56,568
Barclays Bank PLC   1,790,329   Receives   Excess Return on S&P GSCI Enhanced Natural Gas Official Close Index   Pays     0.30        3/12/13        (17,278

 

  17  


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Notes to Consolidated Financial Statements — continued

 

 

Total Return Swaps (continued)  
Counterparty   Notional
Amount
  Fund
Pays/Receives
Return on
Reference
Index
  Reference Index   Fund
Pays/
Receives
Rate
  Rate     Expiration
Date
    Net Unrealized
Appreciation
(Depreciation)
 
Barclays Bank PLC   $1,059,678   Receives   Excess Return on Dow Jones-UBS 3 Month Forward Soybean Oil Index   Pays     0.35     3/12/13      $ 3,250   
Merrill Lynch International   1,835,787   Receives   Excess Return on S&P GSCI 1 Month Forward Aluminum Index   Pays     0.23        1/16/13        (12,031
Merrill Lynch International   561,399   Receives   Excess Return on S&P GSCI 1 Month Forward Brent Crude Index   Pays     0.23        1/16/13        1,504   
Merrill Lynch International   1,576,676   Receives   Excess Return on S&P GSCI 1 Month Forward Copper Index   Pays     0.23        1/16/13        669   
Merrill Lynch International   645,369   Receives   Excess Return on S&P GSCI 1 Month Forward Crude Oil Index   Pays     0.23        1/16/13        12,861   
Merrill Lynch International   1,839,408   Receives   Excess Return on S&P GSCI 1 Month Forward GasOil Index   Pays     0.23        1/16/13        (20,810
Merrill Lynch International   1,558,012   Receives   Excess Return on S&P GSCI 1 Month Forward Gold Index   Pays     0.23        1/16/13        7,526   
Merrill Lynch International   688,679   Receives   Excess Return on S&P GSCI 1 Month Forward Lead Index   Pays     0.23        1/16/13        (3,076
Merrill Lynch International   858,554   Receives   Excess Return on S&P GSCI 1 Month Forward Nickel Index   Pays     0.23        1/16/13        (33,589
Merrill Lynch International   722,958   Receives   Excess Return on S&P GSCI 1 Month Forward Silver Index   Pays     0.23        1/16/13        (20,713
Merrill Lynch International   1,479,865   Receives   Excess Return on S&P GSCI 1 Month Forward Unleaded Gasoline Index   Pays     0.23        1/16/13        11,975   
Merrill Lynch International   667,405   Receives   Excess Return on S&P GSCI 1 Month Forward Zinc Index   Pays     0.23        1/16/13        (3,407
Merrill Lynch International   440,837   Receives   Excess Return on S&P GSCI Platinum Index   Pays     0.23        1/16/13        (15,081
Merrill Lynch International   376,243   Receives   Excess Return on S&P GSCI 1 Month Forward Cocoa Index   Pays     0.28        1/16/13        (19,503
Merrill Lynch International   455,892   Receives   Excess Return on S&P GSCI 1 Month Forward Coffee Index   Pays     0.28        1/16/13        (3,504
Merrill Lynch International   866,727   Receives   Excess Return on S&P GSCI 1 Month Forward Corn Index   Pays     0.28        1/16/13        (5,941
Merrill Lynch International   375,917   Receives   Excess Return on S&P GSCI 1 Month Forward Cotton Index   Pays     0.28        1/16/13        (3,752
Merrill Lynch International   475,983   Receives   Excess Return on S&P GSCI 1 Month Forward Lean Hogs Index   Pays     0.28        1/16/13        (14,230
Merrill Lynch International   893,491   Receives   Excess Return on S&P GSCI 1 Month Forward Live Cattle Index   Pays     0.28        1/16/13        (10,288
Merrill Lynch International   961,222   Receives   Excess Return on S&P GSCI 1 Month Forward Soybeans Index   Pays     0.28        1/16/13        (14,536
Merrill Lynch International   970,520   Receives   Excess Return on S&P GSCI 1 Month Forward Sugar Index   Pays     0.28        1/16/13           14,037   
Merrill Lynch International   827,144   Receives   Excess Return on S&P GSCI 1 Month Forward Wheat Index   Pays     0.28        1/16/13        (28,568
Merrill Lynch International   945,186   Receives   Excess Return on Dow Jones-UBS 3 Month Forward Soybean Oil Index   Pays     0.33        1/16/13        18,326   
Merrill Lynch International   1,855,887   Receives   Excess Return on S&P GSCI Enhanced Natural Gas Official Close Index   Pays     0.38        1/16/13        10,817   

 

  18  


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Notes to Consolidated Financial Statements — continued

 

 

Total Return Swaps (continued)  
Counterparty   Notional
Amount
  Fund
Pays/Receives
Return on
Reference
Index
  Reference Index   Fund
Pays/
Receives
Rate
  Rate     Expiration
Date
    Net Unrealized
Appreciation
(Depreciation)
 
Merrill Lynch International   $2,560,615   Receives   Excess Return on S&P GSCI 1 Month Forward Aluminum Index   Pays     0.23     2/14/13      $ (69,156
Merrill Lynch International   491,758   Receives   Excess Return on S&P GSCI 1 Month Forward Brent Crude Index   Pays     0.23        2/14/13        19,345   
Merrill Lynch International   2,324,091   Receives   Excess Return on S&P GSCI 1 Month Forward Copper Index   Pays     0.23        2/14/13        (42,356
Merrill Lynch International   498,160   Receives   Excess Return on S&P GSCI 1 Month Forward Crude Oil Index   Pays     0.23        2/14/13        29,994   
Merrill Lynch International   2,042,463   Receives   Excess Return on S&P GSCI 1 Month Forward GasOil Index   Pays     0.23        2/14/13        11,983   
Merrill Lynch International   2,502,480   Receives   Excess Return on S&P GSCI 1 Month Forward Gold Index   Pays     0.23        2/14/13        (31,079
Merrill Lynch International   1,390,741   Receives   Excess Return on S&P GSCI 1 Month Forward Lead Index   Pays     0.23        2/14/13        12,500   
Merrill Lynch International   1,311,142   Receives   Excess Return on S&P GSCI 1 Month Forward Nickel Index   Pays     0.23        2/14/13        (48,141
Merrill Lynch International   1,425,371   Receives   Excess Return on S&P GSCI 1 Month Forward Silver Index   Pays     0.23        2/14/13        (93,914
Merrill Lynch International   1,882,306   Receives   Excess Return on S&P GSCI 1 Month Forward Unleaded Gasoline Index   Pays     0.23        2/14/13        98,105   
Merrill Lynch International   1,232,507   Receives   Excess Return on S&P GSCI 1 Month Forward Zinc Index   Pays     0.23        2/14/13        1,043   
Merrill Lynch International   743,485   Receives   Excess Return on S&P GSCI Platinum Index   Pays     0.23        2/14/13        (34,213
Merrill Lynch International   565,958   Receives   Excess Return on S&P GSCI 1 Month Forward Cocoa Index   Pays     0.28        2/14/13        (43,544
Merrill Lynch International   503,100   Receives   Excess Return on S&P GSCI 1 Month Forward Coffee Index   Pays     0.28        2/14/13        629   
Merrill Lynch International   769,045   Receives   Excess Return on S&P GSCI 1 Month Forward Corn Index   Pays     0.28        2/14/13        (23,600
Merrill Lynch International   652,050   Receives   Excess Return on S&P GSCI 1 Month Forward Cotton Index   Pays     0.28        2/14/13        4,978   
Merrill Lynch International   634,917   Receives   Excess Return on S&P GSCI 1 Month Forward Lean Hogs Index   Pays     0.28        2/14/13        (13,574
Merrill Lynch International   1,105,749   Receives   Excess Return on S&P GSCI 1 Month Forward Live Cattle Index   Pays     0.28        2/14/13        8,010   
Merrill Lynch International   788,272   Receives   Excess Return on S&P GSCI 1 Month Forward Soybeans Index   Pays     0.28        2/14/13        (33,838
Merrill Lynch International   960,947   Receives   Excess Return on S&P GSCI 1 Month Forward Sugar Index   Pays     0.28        2/14/13        50,138   
Merrill Lynch International   844,075   Receives   Excess Return on S&P GSCI 1 Month Forward Wheat Index   Pays     0.28        2/14/13        (31,964
Merrill Lynch International   1,019,466   Receives   Excess Return on Dow Jones-UBS 3 Month Forward Soybean Oil Index   Pays     0.33        2/14/13        4,728   
Merrill Lynch International   2,497,579   Receives   Excess Return on S&P GSCI Enhanced Natural Gas Official Close Index   Pays     0.38        2/14/13        14,404   
                                    $ (597,377

 

  19  


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Notes to Consolidated Financial Statements — continued

 

 

At December 31, 2012, the Fund had sufficient cash and/or securities to cover commitments under these contracts.

The Fund is subject to commodity risk in the normal course of pursuing its investment objective. Commodity risk is the risk that the value of a commodity or commodity index will fluctuate based on increases or decreases in the commodities market and factors specific to a particular industry or commodity. The Fund invests primarily in commodities-linked derivative investments, including total return swaps based on a commodity index, and commodity exchange-traded notes that provide exposure to the investment returns of the commodities market, without investing directly in physical commodities.

The Fund enters into swap contracts that may contain provisions whereby the counterparty may terminate the contract under certain conditions, including but not limited to a decline in the Fund’s net assets below a certain level over a certain period of time, which may trigger a payment by the Fund for those derivatives in a liability position. At December 31, 2012, the fair value of derivatives with credit-related contingent features in a net liability position was $1,047,381. The aggregate fair value of assets pledged as collateral by the Fund for such liability was $6,827,456 at December 31, 2012.

The non-exchange traded derivatives in which the Fund invests, including swap contracts, are subject to the risk that the counterparty to the contract fails to perform its obligations under the contract. At December 31, 2012, the maximum amount of loss the Fund would incur due to counterparty risk was $450,004, with the highest amount from any one counterparty being $333,572. To mitigate this risk, the Fund (and Subsidiary) has entered into master netting agreements with substantially all its derivative counterparties, which allows it and a counterparty to aggregate amounts owed by each of them for derivative transactions under the agreement into a single net amount payable by either the Fund (and Subsidiary) or the counterparty. At December 31, 2012, the maximum amount of loss the Fund would incur due to counterparty risk would be reduced by approximately $450,000 due to master netting agreements. Counterparties may be required to pledge collateral in the form of cash, U.S. Government securities or highly-rated bonds for the benefit of the Fund if the net amount due from the counterparty with respect to a derivative contract exceeds a certain threshold. The amount of collateral posted by the counterparties with respect to such contracts would also reduce the amount of any loss incurred. Because the Subsidiary is not registered under the 1940 Act, it may not be able to negotiate terms with its counterparties that are equivalent to those a registered fund may negotiate. As a result, the Subsidiary may have greater exposure to those counterparties than a registered fund.

The fair value of open derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) and whose primary underlying risk exposure is commodity risk at December 31, 2012 was as follows:

 

    Fair Value  
      Asset Derivative      Liability Derivative  

Swap Contracts

  $ 450,004 (1)      $ (1,047,381 ) (2)  

 

(1)  

Consolidated Statement of Assets and Liabilities location: Receivable for open swap contracts; Net unrealized depreciation.

 

(2)  

Consolidated Statement of Assets and Liabilities location: Payable for open swap contracts; Net unrealized depreciation.

The effect of derivative instruments (not considered to be hedging instruments for accounting disclosure purposes) on the Consolidated Statement of Operations and whose primary underlying risk exposure is commodity risk for the year ended December 31, 2012 was as follows:

 

       Realized Gain (Loss)
on Derivatives Recognized
in Income
     Change in Unrealized
Appreciation (Depreciation) on
Derivatives Recognized in  Income
 

Swap Contracts

   $ 1,859,572 (1)      $ (783,056 ) (2)  

 

(1)  

Consolidated Statement of Operations location: Net realized gain (loss) – Swap contracts.

 

(2)  

Consolidated Statement of Operations location: Change in unrealized appreciation (depreciation) – Swap contracts.

The average notional amount of swap contracts outstanding during the year ended December 31, 2012, which is indicative of the volume of this derivative type, was approximately $58,228,000.

10  Line of Credit

The Fund participates with other portfolios and funds managed by EVM and its affiliates in a $600 million unsecured line of credit agreement with a group of banks. Borrowings are made by the Fund solely to facilitate the handling of unusual and/or unanticipated short-term cash requirements. Interest is charged to the Fund based on its borrowings at an amount above either the Eurodollar rate or Federal Funds rate. In addition, a fee computed at an annual rate of 0.08% on the daily unused portion of the line of credit is allocated among the participating portfolios and funds at the end of each quarter. Because the line of credit is not available exclusively to the Fund, it may be unable to borrow some or all of its requested amounts at any particular time. The Fund did not have any significant borrowings or allocated fees during the year ended December 31, 2012.

 

 

  20  


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Notes to Consolidated Financial Statements — continued

 

 

11  Risks Associated with Commodities

The commodities which underlie commodity-linked derivatives in which the Fund invests may be subject to additional economic and non-economic variables, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments. These factors may have a larger impact on commodity prices and commodity-linked instruments than on traditional securities. Certain commodities are also subject to limited pricing flexibility because of supply and demand factors. Others are subject to broad price fluctuations as a result of the volatility of the prices for certain raw materials and the instability of supplies of other materials. These additional variables may create additional investment risks which subject the Fund’s investments to greater volatility than investments in traditional securities.

12  Fair Value Measurements

Under generally accepted accounting principles for fair value measurements, a three-tier hierarchy to prioritize the assumptions, referred to as inputs, is used in valuation techniques to measure fair value. The three-tier hierarchy of inputs is summarized in the three broad levels listed below.

 

Ÿ  

Level 1 – quoted prices in active markets for identical investments

 

Ÿ  

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

 

Ÿ  

Level 3 – significant unobservable inputs (including a fund’s own assumptions in determining the fair value of investments)

In cases where the inputs used to measure fair value fall in different levels of the fair value hierarchy, the level disclosed is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

At December 31, 2012, the hierarchy of inputs used in valuing the Fund’s investments and open derivative instruments, which are carried at value, were as follows:

 

Asset Description   Level 1      Level 2      Level 3      Total  

Exchange-Traded Notes

  $ 2,074,447       $       $         —       $ 2,074,447   

Short-Term Investments —

          

U.S. Treasury Obligations

            62,962,499                 62,962,499   

Other

            16,471,334                 16,471,334   

Total Investments

  $ 2,074,447       $ 79,433,833       $       $ 81,508,280   

Swap Contracts

  $       $ 450,004       $       $ 450,004   

Total

  $ 2,074,447       $ 79,883,837       $       $ 81,958,284   

Liability Description

                                  

Swap Contracts

  $       $ (1,047,381    $       $ (1,047,381

Total

  $       $ (1,047,381    $       $ (1,047,381

The Fund held no investments or other financial instruments as of December 31, 2011 whose fair value was determined using Level 3 inputs. At December 31, 2012, there were no investments transferred between Level 1 and Level 2 during the year then ended.

 

 

  21  


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Report of Independent Registered Public Accounting Firm

 

 

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Parametric Structured Commodity Strategy Fund:

We have audited the accompanying consolidated statement of assets and liabilities of Eaton Vance Parametric Structured Commodity Strategy Fund and subsidiary (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), including the consolidated portfolio of investments, as of December 31, 2012, and the related consolidated statement of operations for the year then ended, and the consolidated statements of changes in net assets and the consolidated financial highlights for the year then ended and for the period from the start of business, May 25, 2011, to December 31, 2011. These consolidated financial statements and consolidated financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated 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 and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included 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 owned as of December 31, 2012, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements and consolidated financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Parametric Structured Commodity Strategy Fund and subsidiary as of December 31, 2012, the results of their operations for the year then ended, and the changes in their net assets and the financial highlights for the year then ended and for the period from the start of business, May 25, 2011, to December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

February 25, 2013

 

  22  


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Federal Tax Information (Unaudited)

 

 

The Form 1099-DIV you received in January 2013 showed the tax status of all distributions paid to your account in calendar year 2012. Shareholders are advised to consult their own tax adviser with respect to the tax consequences of their investment in the Fund.

 

  23  


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Management and Organization

 

 

Fund Management.   The Trustees of Eaton Vance Mutual Funds Trust (the Trust) are responsible for the overall management and supervision of the Trust’s affairs. The Trustees and officers of the Trust are listed below. Except as indicated, each individual has held the office shown or other offices in the same company for the last five years. Trustees and officers of the Trust hold indefinite terms of office. The “Noninterested Trustees” consist of those Trustees who are not “interested persons” of the Trust, as that term is defined under the 1940 Act. The business address of each Trustee and officer is Two International Place, Boston, Massachusetts 02110. As used below, “EVC” refers to Eaton Vance Corp., “EV” refers to Eaton Vance, Inc., “EVM” refers to Eaton Vance Management, “BMR” refers to Boston Management and Research and “EVD” refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and trustee, respectively, of EVM and BMR. EVD is the Fund’s principal underwriter and a wholly-owned subsidiary of EVC. Each officer affiliated with Eaton Vance may hold a position with other Eaton Vance affiliates that is comparable to his or her position with EVM listed below. Each Trustee oversees 188 portfolios in the Eaton Vance Complex (including all master and feeder funds in a master feeder structure). Each officer serves as an officer of certain other Eaton Vance funds. Each Trustee and officer serves until his or her successor is elected.

 

Name and Year of Birth   

Position(s)

with the

Trust

     Length of
Service
    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Interested Trustee

            

Thomas E. Faust Jr.

1958

   Trustee      Since 2007     

Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of EVM and BMR, and Director of EVD. Trustee and/or officer of 188 registered investment companies. Mr. Faust is an interested person because of his positions with EVM, BMR, EVD, EVC and EV, which are affiliates of the Trust.

Directorships in the Last Five Years. (1) Director of EVC and Hexavest Inc.

            

Noninterested Trustees

Scott E. Eston

1956

   Trustee      Since 2011     

Private investor. Formerly held various positions at Grantham, Mayo, Van Otterloo and Co., L.L.C. (investment management firm) (1997-2009), including Chief Operating Officer (2002-2009), Chief Financial Officer (1997-2009) and Chairman of the Executive Committee (2002-2008); President and Principal Executive Officer, GMO Trust (open-end registered investment company) (2006-2009). Former Partner, Coopers and Lybrand L.L.P. (now PricewaterhouseCoopers) (public accounting firm) (1987-1997).

Directorships in the Last Five Years. None.

Benjamin C. Esty

1963

   Trustee      Since 2005     

Roy and Elizabeth Simmons Professor of Business Administration and Finance Unit Head, Harvard University Graduate School of Business Administration.

Directorships in the Last Five Years. (1) None.

Allen R. Freedman

1940

   Trustee      Since 2007     

Private Investor. Former Chairman (2002-2004) and a Director (1983-2004) of Systems & Computer Technology Corp. (provider of software to higher education). Formerly, a Director of Loring Ward International (fund distributor) (2005-2007). Former Chairman and a Director of Indus International, Inc. (provider of enterprise management software to the power generating industry) (2005-2007). Former Chief Executive Officer of Assurant, Inc. (insurance provider) (1979-2000).

Directorships in the Last Five Years. (1) Director of Stonemor Partners, L.P. (owner and operator of cemeteries). Formerly, Director of Assurant, Inc. (insurance provider) (1979-2011).

William H. Park

1947

   Trustee      Since 2003     

Consultant and private investor. Formerly, Chief Financial Officer, Aveon Group L.P. (investment management firm) (2010-2011). Formerly, Vice Chairman, Commercial Industrial Finance Corp. (specialty finance company) (2006-2010). Formerly, President and Chief Executive Officer, Prizm Capital Management, LLC (investment management firm) (2002-2005). Formerly, Executive Vice President and Chief Financial Officer, United Asset Management Corporation (investment management firm) (1982-2001). Formerly, Senior Manager, Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm) (1972-1981).

Directorships in the Last Five Years. (1) None.

Ronald A. Pearlman

1940

   Trustee      Since 2003     

Professor of Law, Georgetown University Law Center. Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990).

Directorships in the Last Five Years. (1) None.

 

  24  


Eaton Vance

Parametric Structured Commodity Strategy Fund

December 31, 2012

 

Management and Organization — continued

 

 

Name and Year of Birth   

Position(s)

with the

Trust

     Length of
Service
    

Principal Occupation(s) and Directorships

During Past Five Years and Other Relevant Experience

Noninterested Trustees (continued)

Helen Frame Peters

1948

   Trustee      Since 2008     

Professor of Finance, Carroll School of Management, Boston College. Formerly, Dean, Carroll School of Management, Boston College (2000-2002). Formerly, Chief Investment Officer, Fixed Income, Scudder Kemper Investments (investment management firm) (1998-1999). Formerly, Chief Investment Officer, Equity and Fixed Income, Colonial Management Associates (investment management firm) (1991-1998).

Directorships in the Last Five Years. (1) Formerly, Director of BJ’s Wholesale Club, Inc. (wholesale club retailer) (2004-2011). Formerly, Trustee of SPDR Index Shares Funds and SPDR Series Trust (exchange traded funds) (2000-2009). Formerly, Director of Federal Home Loan Bank of Boston (a bank for banks) (2007-2009).

Lynn A. Stout

1957

   Trustee      Since 1998     

Distinguished Professor of Corporate and Business Law, Jack G. Clarke Business Law Institute, Cornell University Law School. Formerly, the Paul Hastings Professor of Corporate and Securities Law (2006-2012) and Professor of Law (2001-2006), University of California at Los Angeles School of Law.

Directorships in the Last Five Years. (1) None.

Harriett Tee Taggart

1948

   Trustee      Since 2011     

Managing Director, Taggart Associates (a professional practice firm). Formerly, Partner and Senior Vice President, Wellington Management Company, LLP (investment management firm) (1983-2006).

Directorships in the Last Five Years. Director of Albemarle Corporation (chemicals manufacturer) (since 2007) and The Hanover Group (specialty property and casualty insurance company) (since 2009). Formerly, Director of Lubrizol Corporation (specialty chemicals) (2007-2011).

Ralph F. Verni

1943

  

Chairman of the Board and

Trustee

     Chairman of the Board since 2007 and Trustee since 2005     

Consultant and private investor. Formerly, Chief Investment Officer (1982-1992), Chief Financial Officer (1988-1990) and Director (1982-1992), New England Life. Formerly, Chairperson, New England Mutual Funds (1982-1992). Formerly, President and Chief Executive Officer, State Street Management & Research (1992-2000). Formerly, Chairperson, State Street Research Mutual Funds (1992-2000). Formerly, Director, W.P. Carey, LLC (1998-2004) and First Pioneer Farm Credit Corp. (2002-2006).

Directorships in the Last Five Years. (1) None.

Principal Officers who are not Trustees

    
Name and Year of Birth   

Position(s)
with the

Trust

    

Length of

Service

    

Principal Occupation(s)

During Past Five Years

Duncan W. Richardson

1957

   President      Since 2011      Director of EVC and Executive Vice President and Chief Equity Investment Officer of EVC, EVM and BMR.

Payson F. Swaffield

1956

   Vice President      Since 2011      Vice President and Chief Income Investment Officer of EVM and BMR.

Barbara E. Campbell

1957

   Treasurer      Since 2005      Vice President of EVM and BMR.

Maureen A. Gemma

1960

   Vice President, Secretary and Chief Legal Officer      Vice President since 2011; Secretary since 2007 and Chief Legal Officer since 2008      Vice President of EVM and BMR.

Paul M. O’Neil

1953

   Chief Compliance Officer      Since 2004      Vice President of EVM and BMR.

 

(1)

During their respective tenures, the Trustees (except Mr. Eston and Ms. Taggart) also served as trustees of one or more of the following Eaton Vance funds (which operated in the years noted): Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009).

The SAI for the Fund includes additional information about the Trustees and officers of the Fund and can be obtained without charge on Eaton Vance’s website at www.eatonvance.com or by calling 1-800-262-1122.

 

  25  


Eaton Vance Funds

 

IMPORTANT NOTICES

 

 

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:

 

Ÿ  

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.

 

Ÿ  

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.

 

Ÿ  

Policies and procedures (including physical, electronic and procedural safeguards) are in place that are designed to protect the confidentiality of such information.

 

Ÿ  

We reserve the right to change our Privacy Policy at any time upon proper notification to you. Customers may want to review our Privacy 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, Eaton Vance Distributors, Inc., Eaton Vance Trust Company, Eaton Vance Management’s Real Estate Investment Group and Boston Management and Research. In addition, our Privacy Policy applies only 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 advisor/broker-dealer, it is likely that only such advisor’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 (SEC) permits funds to deliver only one copy of shareholder documents, including prospectuses, proxy statements and shareholder reports, to fund investors with multiple accounts at the same residential or post office box address. This practice is often called “householding” and it helps eliminate duplicate mailings to shareholders. Eaton Vance, or your financial advisor, may household the mailing of your documents indefinitely unless you instruct Eaton Vance, or your financial advisor, 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 advisor. 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 advisor.

Portfolio Holdings.   Each Eaton Vance Fund and its underlying Portfolio(s) (if applicable) will file a schedule of portfolio holdings on Form N-Q with the SEC for the first and third quarters of each fiscal year. The Form N-Q will be available on the Eaton Vance website at www.eatonvance.com, by calling Eaton Vance at 1-800-262-1122 or in the EDGAR database on the SEC’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 most recent 12-month period ended June 30, without charge, upon request, by calling 1-800-262-1122 and by accessing the SEC’s website at www.sec.gov.

 

  26  


 

 

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Investment Adviser and Administrator

Eaton Vance Management

Two International Place

Boston, MA 02110

Sub-Adviser

Parametric Portfolio Associates LLC

1918 Eighth Avenue, Suite 3100

Seattle, WA 98101

Principal Underwriter*

Eaton Vance Distributors, Inc.

Two International Place

Boston, MA 02110

(617) 482-8260

Custodian

State Street Bank and Trust Company

200 Clarendon Street

Boston, MA 02116

Transfer Agent

BNY Mellon Investment Servicing (US) Inc.

Attn: Eaton Vance Funds

P.O. Box 9653

Providence, RI 02940-9653

(800) 262-1122

Independent Registered Public Accounting Firm

Deloitte & Touche LLP

200 Berkeley Street

Boston, MA 02116-5022

Fund Offices

Two International Place

Boston, MA 02110

 
* FINRA BrokerCheck.   Investors may check the background of their Investment Professional by contacting the Financial Industry Regulatory Authority (FINRA). FINRA BrokerCheck is a free tool to help investors check the professional background of current and former FINRA-registered securities firms and brokers. FINRA BrokerCheck is available by calling 1-800-289-9999 and at www.FINRA.org. The FINRA BrokerCheck brochure describing this program is available to investors at www.FINRA.org.


LOGO

 

5255-2/13   PPASCSSRC


Item 2. Code of Ethics

Not required in this filing.

Item 3. Audit Committee Financial Expert

The registrant’s Board has designated William H. Park, an independent trustee, as its audit committee financial expert. Mr. Park is a certified public accountant who is a consultant and private investor. Previously, he served as the Chief Financial Officer of Aveon Group, L.P. (an investment management firm), as the Vice Chairman of Commercial Industrial Finance Corp. (specialty finance company), as President and Chief Executive Officer of Prizm Capital Management, LLC (investment management firm), as Executive Vice President and Chief Financial Officer of United Asset Management Corporation (an institutional investment management firm) and as a Senior Manager at Price Waterhouse (now PricewaterhouseCoopers) (an independent registered public accounting firm).


Item 4. Principal Accountant Fees and Services

(a)-(d)

Eaton Vance Parametric Structured Commodity Strategy Fund, Eaton Vance Large-Cap Core Research Fund, Eaton Vance Tax-Managed Growth Fund 1.1 and Eaton Vance Tax-Managed Growth Fund 1.2 (the “Fund(s)”) are series of Eaton Vance Mutual Funds Trust (the “Trust”), a Massachusetts business trust, which, including the Funds, contains a total of 34 series (the “Series”). The Trust is registered under the Investment Company Act of 1940 as an open-end management investment company. This Form N-CSR relates to the Funds’ annual reports.

The following tables present the aggregate fees billed to each Fund for the Fund’s fiscal years ended December 31, 2011 and December 31, 2012 by the Fund’s principal accountant, Deloitte & Touche LLP (“D&T”), for professional services rendered for the audit of the Fund’s annual financial statements and fees billed for other services rendered by D&T during such periods.

Eaton Vance Parametric Structured Commodity Strategy Fund*

 

Fiscal Years Ended

   12/31/11      12/31/12  

Audit Fees

   $ 33,550       $ 46,619   

Audit-Related Fees ( 1 )

   $ 0       $ 0   

Tax Fees (2)

   $ 18,500       $ 32,360   

All Other Fees (3)

   $ 300       $ 0   
  

 

 

    

 

 

 

Total

   $ 52,350       $ 78,979   
  

 

 

    

 

 

 

 

* Fund commenced operations on 5/25/11

Eaton Vance Large-Cap Core Research Fund

 

Fiscal Years Ended

   12/31/11      12/31/12  

Audit Fees

   $ 11,650       $ 12,340   

Audit-Related Fees ( 1 )

   $ 0       $ 0   

Tax Fees (2)

   $ 8,160       $ 9,600   

All Other Fees (3)

   $ 300       $ 0   
  

 

 

    

 

 

 

Total

   $ 20,110       $ 21,940   
  

 

 

    

 

 

 

Eaton Vance Tax-Managed Managed Growth Fund 1.1

 

Fiscal Years Ended

   12/31/11      12/31/12  

Audit Fees

   $ 14,020       $ 14,760   

Audit-Related Fees ( 1 )

   $ 0       $ 0   

Tax Fees (2)

   $ 6,250       $ 6,710   

All Other Fees (3)

   $ 300       $ 0   
  

 

 

    

 

 

 

Total

   $ 20,750       $ 21,470   
  

 

 

    

 

 

 


Eaton Vance Tax-Managed Managed Growth Fund 1.2

 

Fiscal Years Ended

   12/31/11      12/31/12  

Audit Fees

   $ 14,020       $ 14,760   

Audit-Related Fees ( 1 )

   $ 0       $ 0   

Tax Fees (2)

   $ 6,250       $ 6,710   

All Other Fees (3)

   $ 300       $ 0   
  

 

 

    

 

 

 

Total

   $ 20,750       $ 21,470   
  

 

 

    

 

 

 

 

(1)  

Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of financial statements and are not reported under the category of audit fees.

(2)  

Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation.

(3)  

All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services.

The various Series comprising the Trust have differing fiscal year ends (January 31, September 30, October 31, November 30 or December 31). The following table presents the aggregate audit, audit-related, tax, and other fees billed to all of the Series in the Trust by D&T for the last two fiscal years of each Series.

 

Fiscal Years Ended*

   1/31/11**      9/30/11      10/31/11      12/31/11      1/31/12      9/30/12      10/31/12      11/30/12      12/31/12  

Audit Fees

   $ 21,550       $ 31,865       $ 522,885       $ 135,300       $ 88,300       $ 109,600       $ 524,630       $ 19,550       $ 88,479   

Audit-Related Fees (1)

   $ 0       $ 0       $ 0       $ 0       $ 0       $ 0       $ 0       $ 0       $ 0   

Tax Fees (2)

   $ 11,500       $ 15,580       $ 250,180       $ 51,570       $ 25,420       $ 28,740       $ 281,940       $ 8,000       $ 55,380   

All Other Fees (3)

   $ 500       $ 600       $ 22,300       $ 1,500       $ 2,100       $ 620       $ 0       $ 310       $ 0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 33,550       $ 48,045       $ 795,365       $ 188,370       $ 115,820       $ 138,960       $ 806,570       $ 27,860       $ 143,859   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

* Information is not presented for fiscal year ended 11/30/11, as no Series in the Trust with such fiscal year end was in operation during that period.
** Series commenced operations on April 1, 2010.
(1)  

Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit of financial statements and are not reported under the category of audit fees.

(2)  

Tax fees consist of the aggregate fees billed for professional services rendered by the principal accountant relating to tax compliance, tax advice, and tax planning and specifically include fees for tax return preparation.

(3)  

All other fees consist of the aggregate fees billed for products and services provided by the principal accountant other than audit, audit-related, and tax services.


(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 for services rendered to all of the Series in the Trust by D&T for the last two fiscal years of each Series; and (ii) the aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed to the Eaton Vance organization by D&T for the last two fiscal years of each Series.

 

Fiscal Years Ended*

   1/31/11**      9/30/11      10/31/11      12/31/11      1/31/12      9/30/12      10/31/12      11/30/12      12/31/12  

Registrant (1)

   $ 12,000       $ 16,180       $ 272,480       $ 53,070       $ 27,520       $ 29,360       $ 281,940       $ 8,310       $ 55,380   

Eaton Vance (2)

   $ 205,107       $ 226,431       $ 266,431       $ 334,561       $ 414,561       $ 606,619       $ 566,619       $ 662,119       $ 615,489   

 

* Information is not presented for fiscal year ended 11/30/11, as no Series in the Trust with such fiscal year end was in operation during that period.
** Series commenced operations on April 1, 2010.
(1)

Includes all of the Series of the Trust. During the fiscal years reported above, certain of the Funds were “feeder” funds in a “master-feeder” fund structure or funds of funds.

(2)  

Various subsidiaries of Eaton Vance Corp. act in either an investment advisory and/or service provider capacity with respect to the Series and/or their respective “master” funds (if applicable).

(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. Portfolio Managers of Closed-End Management Investment Companies

Not required in this filing.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not required in this filing.

Item 10. Submission of Matters to a Vote of Security Holders

No Material Changes.

Item 11. 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.

Item 12. 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 Mutual Funds Trust
By:  

/s/ Duncan W. Richardson

  Duncan W. Richardson
  President
Date:   February 20, 2013

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/ Barbara E. Campbell

  Barbara E. Campbell
  Treasurer
Date:   February 20, 2013
By:  

/s/ Duncan W. Richardson

  Duncan W. Richardson
  President
Date:   February 20, 2013
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