SEC Info - Eaton Vance Growth Trust - ‘N-14’ on 7/2/15

Eaton Vance

Atlanta Capital Horizon

Growth Fund

Annual Report

September 30, 2014

Commodity Futures Trading Commission Registration. Effective December 31, 2012, the Commodity Futures Trading Commission (“CFTC”) adopted certain regulatory changes that subject registered investment companies and advisers to regulation by the CFTC if a fund invests more than a prescribed level of its assets in certain CFTC-regulated instruments (including futures, certain options and swap agreements) or markets itself as providing investment exposure to such instruments. The Fund has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act. Accordingly, neither the Fund nor the adviser with respect to the operation of the Fund is subject to CFTC regulation. Because of its management of other strategies, the Fund’s adviser is registered with the CFTC as a commodity pool operator and a commodity trading advisor.

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 September 30, 2014

Eaton Vance

Atlanta Capital Horizon Growth 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			21

Federal Tax Information			22

Special Meeting of Shareholders			23

Board of Trustees’ Contract Approval			24

Management and Organization			27

Important Notices			30

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Management’s Discussion of Fund Performance¹

Economic and Market Conditions

U.S. stocks delivered solid gains for the 12-month period ended September 30, 2014. Beginning in the second half of October 2013, the market turned upward after a federal budget agreement ended the 16-day U.S. government shutdown. In December, when the U.S. Federal Reserve (the Fed) made its long-anticipated move to begin “tapering” economic stimulus, U.S. stocks put aside earlier fears of tapering and soared to record highs.

Harsh winter weather and geopolitical tensions weighed on the market in early 2014, but U.S. stocks subsequently resumed their advance amid signs of a gradually strengthening economy. The U.S. equity market generally climbed at a moderate pace through the spring of 2014, until the outbreak of hostilities in Iraq in June sent stocks sharply lower. But equities soon bounced back once the Fed reiterated its pledge to maintain low interest rates. U.S. stocks seesawed throughout the third quarter of 2014, falling in late July amid mounting geopolitical and economic concerns, before rebounding in August and into September, only to struggle again in the final couple weeks of the 12-month period.

However, the major U.S. stock indexes ended the 12-month period with strong performance. The S&P 500 Index²advanced 19.73% for the period, while the Dow Jones Industrial Average gained 15.29%. The technology-laden NASDAQ Composite Index added 20.61%. Large-cap U.S. stocks (as measured by the Russell 1000 Index) generally fared better than their small-cap counterparts (as measured by the Russell 2000 Index) for the 12-month period. Within the large-cap space, growth stocks generally outpaced value stocks, while the reverse was true in the small-cap category.

Fund Performance

For the 12-month period ended September 30, 2014, Eaton Vance Atlanta Capital Horizon Growth Fund (the Fund) had a total return of 7.69% for Class A shares at net asset value (NAV). By comparison, the Fund’s benchmark, the Russell Midcap Growth Index (the Index), returned 14.43% for the same period.

The Fund underperformed the Index due largely to stock selection, with sector allocation also detracting to a lesser degree. Of the 10 economic sectors in the Index, the Fund delivered positive returns in seven of the eight sectors in which

it was invested. The Index recorded positive returns in all 10 sectors.

The Fund’s worst-performing sector relative to the Index was industrials, as a result of stock selection. Within the sector, the Fund’s lack of exposure to the airlines industry detracted from Fund performance. In the trading companies and distributors industry, industrial products distributor Fastenal Co. was one of the Fund’s worst-performing individual stocks after the company reported disappointing sales. Stock selection in the consumer discretionary sector also detracted from Fund performance relative to the Index. The textiles, apparel & luxury goods industry was a notable detractor, with Fossil Group, Inc., a watch manufacturer and distributor, among the Fund’s weakest-performing individual stocks. Another underperforming sector was energy, where the Fund’s position in oil and gas producer Denbury Resources, Inc., an out-of-Index holding, hurt relative performance amid declining energy prices. Overall, the Fund’s worst-performing individual stock was supermarket chain Whole Foods Market, Inc., whose share price was negatively impacted by concerns about rising competition in natural and organic food retailing.

On the positive side, stock selection in the information technology sector contributed to the Fund’s performance versus the Index during the 12-month period. In the electronic equipment, instruments and components industry, electronic components manufacturer Amphenol Corp. was one of the Fund’s best-performing individual stocks, after the company reported better-than-expected earnings. Another of the individual stocks contributing to Fund performance was F5 Networks, Inc. in the communications equipment industry. The producer of data connectivity products reported revenue and earnings growth during the period. Overall, the Fund’s top-performing individual stock was Illumina, Inc., a leading developer of life sciences tools for the analysis of gene function.

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 eatonvance.com.



		2

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Performance^2,3

Portfolio Manager Richard B. England, CFA, of Atlanta Capital Management Company, LLC.



% Average Annual Total Returns	Class Inception Date		Performance Inception Date			One Year			Five Years			Ten Years
Class A at NAV		03/04/2002		03/04/2002			7.69	%		12.07	%		8.07	%
Class A with 5.75% Maximum Sales Charge		—		—			1.49			10.75			7.44
Class B at NAV		03/04/2002		03/04/2002			6.88			11.25			7.26
Class B with 5% Maximum Sales Charge		—		—			1.88			10.99			7.26
Class C at NAV		03/04/2002		03/04/2002			6.88			11.26			7.25
Class C with 1% Maximum Sales Charge		—		—			5.88			11.26			7.25
Class I at NAV		05/02/2011		03/04/2002			7.99			12.26			8.16
Russell Midcap Growth Index		—		—			14.43	%		17.11	%		10.23	%


% Total Annual Operating Expense Ratios⁴			Class A			Class B			Class C			Class I
Gross				1.82	%		2.57	%		2.57	%		1.57	%
Net				1.40			2.15			2.15			1.15

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.

[exhibit17bii_ex99z17bii003.jpg]



Growth of Investment	Amount Invested		Period Beginning		At NAV		With Maximum Sales Charge
Class B	$	10,000		09/30/2004	$	20,161		N.A.
Class C	$	10,000		09/30/2004	$	20,152		N.A.
Class I	$	250,000		09/30/2004	$	548,038		N.A.

See Endnotes and Additional Disclosures in this report.



		3

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Fund Profile

Sector Allocation (% of net assets)⁵

[exhibit17bii_ex99z17bii004.jpg]

Top 10 Holdings (% of net assets)⁵



Amphenol Corp., Class A	4.0	%

Waste Connections, Inc.	3.7

Affiliated Managers Group, Inc.	3.7

Perrigo Co. PLC	3.5

Catamaran Corp.	3.4

TreeHouse Foods, Inc.	3.2

Intercontinental Exchange, Inc.	3.1

Airgas, Inc.	3.1

Ecolab, Inc.	3.0

Ross Stores, Inc.	2.9
Total	33.6	%

See Endnotes and Additional Disclosures in this report.



		4

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Endnotes and Additional Disclosures

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.

S&P 500 Index is an unmanaged index of large-cap stocks commonly used as a measure of U.S. stock market performance. Dow Jones Industrial Average is a price-weighted average of 30 blue-chip stocks that are generally the leaders in their industry. NASDAQ Composite Index is a market capitalization-weighted index of all domestic and international securities listed on NASDAQ. Russell 1000 Index is an unmanaged index of 1,000 U.S. large-cap stocks. Russell 2000 Index is an unmanaged index of 2,000 U.S. small-cap stocks. Russell Midcap Growth Index is an unmanaged index of U.S. midcap growth stocks. 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.

Performance prior to the inception date of a class may be linked to the performance of an older class of the Fund. This linked performance is adjusted for any applicable sales charge, but is not adjusted for class expense differences. If adjusted for such differences, the performance would be different. Performance presented in the financial highlights included in the financial statements is not linked. In the performance table, the performance of Class I is linked to Class A. Performance since inception for an index, if presented, is the performance since the Fund’s or oldest share class’ inception, as applicable.


⁴	Source: Fund prospectus. Net expense ratio reflects a contractual expense reimbursement that continues through 1/31/15. Without the reimbursement, if applicable, performance would have been lower.


⁵	Excludes cash and cash equivalents.


	Fund profile subject to change due to active management.



		5

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

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 (April 1, 2014 – September 30, 2014).

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 (4/1/14)		Ending Account Value (9/30/14)		Expenses Paid During Period* (4/1/14 – 9/30/14)			Annualized Expense Ratio


Actual
Class A	$	1,000.00	$	990.30	$	6.99	**		1.40	%
Class B	$	1,000.00	$	986.80	$	10.71	**		2.15	%
Class C	$	1,000.00	$	986.80	$	10.71	**		2.15	%
Class I	$	1,000.00	$	991.70	$	5.74	**		1.15	%



Hypothetical
(5% return per year before expenses)
Class A	$	1,000.00	$	1,018.00	$	7.08	**		1.40	%
Class B	$	1,000.00	$	1,014.30	$	10.86	**		2.15	%
Class C	$	1,000.00	$	1,014.30	$	10.86	**		2.15	%
Class I	$	1,000.00	$	1,019.30	$	5.82	**		1.15	%


*	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 183/365 (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 March 31, 2014.


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



		6

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Portfolio of Investments



Common Stocks — 98.9%


Security	Shares		Value


Aerospace & Defense — 2.6%
B/E Aerospace, Inc.⁽¹⁾		10,791	$	905,797

			$	905,797


Banks — 1.7%
First Republic Bank		11,977	$	591,424

			$	591,424


Beverages — 1.0%
Dr Pepper Snapple Group, Inc.		5,460	$	351,133

			$	351,133


Capital Markets — 6.2%
Affiliated Managers Group, Inc.⁽¹⁾		6,398	$	1,281,904
Raymond James Financial, Inc.		9,428		505,152
T. Rowe Price Group, Inc.		4,883		382,827

			$	2,169,883


Chemicals — 6.1%
Airgas, Inc.		9,749	$	1,078,727
Ecolab, Inc.		9,198		1,056,206

			$	2,134,933


Commercial Services & Supplies — 4.8%
Stericycle, Inc.⁽¹⁾		3,368	$	392,574
Waste Connections, Inc.		26,772		1,298,977

			$	1,691,551


Communications Equipment — 3.7%
F5 Networks, Inc.⁽¹⁾		5,336	$	633,596
Juniper Networks, Inc.		29,471		652,783

			$	1,286,379


Construction & Engineering — 1.3%
Chicago Bridge & Iron Co. NV—NY Shares		7,703	$	445,619

			$	445,619


Diversified Financial Services — 3.1%
Intercontinental Exchange, Inc.		5,679	$	1,107,689

			$	1,107,689



Security	Shares		Value


Electrical Equipment — 2.7%
AMETEK, Inc.		11,101	$	557,381
Rockwell Automation, Inc.		3,683		404,688

			$	962,069


Electronic Equipment, Instruments & Components — 4.0%
Amphenol Corp., Class A		13,932	$	1,391,250

			$	1,391,250


Energy Equipment & Services — 5.0%
Cameron International Corp.⁽¹⁾		7,728	$	512,985
Core Laboratories NV		4,601		673,356
Weatherford International PLC⁽¹⁾		27,487		571,730

			$	1,758,071


Food & Staples Retailing — 1.6%
Whole Foods Market, Inc.		15,192	$	578,967

			$	578,967


Food Products — 3.2%
TreeHouse Foods, Inc.⁽¹⁾		13,917	$	1,120,318

			$	1,120,318


Health Care Providers & Services — 5.4%
Catamaran Corp.⁽¹⁾		28,359	$	1,195,332
Cigna Corp.		3,878		351,696
DaVita HealthCare Partners, Inc.⁽¹⁾		4,951		362,116

			$	1,909,144


Health Care Technology — 1.6%
Cerner Corp.⁽¹⁾		9,637	$	574,076

			$	574,076


Hotels, Restaurants & Leisure — 1.0%
Panera Bread Co., Class A⁽¹⁾		2,201	$	358,147

			$	358,147


Insurance — 2.8%
Markel Corp.⁽¹⁾		1,533	$	975,218

			$	975,218


Internet & Catalog Retail — 0.5%
Priceline Group, Inc. (The)⁽¹⁾		160	$	185,373

			$	185,373



		7		See Notes to Financial Statements.

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Portfolio of Investments — continued



Security	Shares		Value


Life Sciences Tools & Services — 2.6%
Mettler-Toledo International, Inc.⁽¹⁾		3,539	$	906,444

			$	906,444


Machinery — 1.3%
IDEX Corp.		6,304	$	456,220

			$	456,220


Media — 1.9%
AMC Networks, Inc., Class A⁽¹⁾		11,296	$	659,912

			$	659,912


Multiline Retail — 4.3%
Dollar Tree, Inc.⁽¹⁾		10,816	$	606,453
Nordstrom, Inc.		13,054		892,502

			$	1,498,955


Oil, Gas & Consumable Fuels — 1.5%
Denbury Resources, Inc.		36,007	$	541,185

			$	541,185


Personal Products — 1.2%
Estee Lauder Cos., Inc. (The), Class A		5,601	$	418,507

			$	418,507


Pharmaceuticals — 3.5%
Perrigo Co. PLC		8,114	$	1,218,642

			$	1,218,642


Professional Services — 1.7%
IHS, Inc.⁽¹⁾		4,756	$	595,404

			$	595,404


Road & Rail — 4.2%
Genesee & Wyoming, Inc., Class A⁽¹⁾		5,240	$	499,424
J.B. Hunt Transport Services, Inc.		4,985		369,139
Kansas City Southern		4,944		599,213

			$	1,467,776


Semiconductors & Semiconductor Equipment — 2.3%
Microchip Technology, Inc.		16,807	$	793,795

			$	793,795



Security	Shares		Value


Software — 1.6%
Red Hat, Inc.⁽¹⁾		10,145	$	569,642

			$	569,642


Specialty Retail — 6.7%
O’Reilly Automotive, Inc.⁽¹⁾		1,306	$	196,370
Ross Stores, Inc.		13,434		1,015,342
Tiffany & Co.		8,819		849,358
Ulta Salon, Cosmetics & Fragrance, Inc.⁽¹⁾		2,536		299,679

			$	2,360,749


Textiles, Apparel & Luxury Goods — 5.1%
Fossil Group, Inc.⁽¹⁾		4,971	$	466,777
Michael Kors Holdings, Ltd.⁽¹⁾		7,466		532,998
Ralph Lauren Corp.		4,798		790,374

			$	1,790,149


Trading Companies & Distributors — 2.7%
Fastenal Co.		20,915	$	939,083

			$	939,083


Total Common Stocks (identified cost $26,922,969)			$	34,713,504


Short-Term Investments — 2.1%


Description	Interest (000’s omitted)		Value
Eaton Vance Cash Reserves Fund, LLC, 0.14%⁽²⁾	$	730	$	729,923


Total Short-Term Investments (identified cost $729,923)			$	729,923


Total Investments — 101.0% (identified cost $27,652,892)			$	35,443,427


Other Assets, Less Liabilities — (1.0)%			$	(352,121	)


Net Assets — 100.0%			$	35,091,306

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


⁽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 September 30, 2014.



		8		See Notes to Financial Statements.

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Statement of Assets and Liabilities



Assets	September 30, 2014
Unaffiliated investments, at value (identified cost, $26,922,969)	$	34,713,504
Affiliated investment, at value (identified cost, $729,923)		729,923
Cash		458
Dividends receivable		18,477
Interest receivable from affiliated investment		63
Receivable for Fund shares sold		5,023
Total assets	$	35,467,448

Liabilities
Payable for investments purchased	$	76,739
Payable for Fund shares redeemed		187,271
Payable to affiliates:
Investment adviser fee		23,829
Administration fee		4,468
Distribution and service fees		13,664
Other		13,611
Accrued expenses		56,560
Total liabilities	$	376,142
Net Assets	$	35,091,306

Sources of Net Assets
Paid-in capital	$	25,173,728
Accumulated net realized gain		2,357,097
Accumulated net investment loss		(230,054	)
Net unrealized appreciation		7,790,535
Total	$	35,091,306

Class A Shares
Net Assets	$	22,917,721
Shares Outstanding		1,495,843
Net Asset Value and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	15.32
Maximum Offering Price Per Share
(100 ÷ 94.25 of net asset value per share)	$	16.25

Class B Shares
Net Assets	$	1,906,640
Shares Outstanding		141,891
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	13.44

Class C Shares
Net Assets	$	8,270,497
Shares Outstanding		616,023
Net Asset Value and Offering Price Per Share*
(net assets ÷ shares of beneficial interest outstanding)	$	13.43

Class I Shares
Net Assets	$	1,996,448
Shares Outstanding		129,152
Net Asset Value, Offering Price and Redemption Price Per Share
(net assets ÷ shares of beneficial interest outstanding)	$	15.46

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

Atlanta Capital Horizon Growth Fund

September 30, 2014

Statement of Operations



Investment Income	Year Ended September 30, 2014
Dividends (net of foreign taxes, $1,461)	$	258,706
Interest allocated from affiliated investment		1,458
Expenses allocated from affiliated investment		(177	)
Total investment income	$	259,987

Expenses
Investment adviser fee	$	301,020
Administration fee		56,441
Distribution and service fees
Class A		61,598
Class B		22,904
Class C		90,774
Trustees’ fees and expenses		2,164
Custodian fee		30,733
Transfer and dividend disbursing agent fees		39,587
Legal and accounting services		38,784
Printing and postage		18,877
Registration fees		49,592
Miscellaneous		18,201
Total expenses	$	730,675
Deduct —
Allocation of expenses to affiliates	$	122,654
Total expense reductions	$	122,654

Net expenses	$	608,021

Net investment loss	$	(348,034	)

Realized and Unrealized Gain (Loss)
Net realized gain (loss) —
Investment transactions	$	3,898,463
Investment transactions allocated from affiliated investment		22
Net realized gain	$	3,898,485
Change in unrealized appreciation (depreciation) —
Investments	$	(791,307	)
Net change in unrealized appreciation (depreciation)	$	(791,307	)

Net realized and unrealized gain	$	3,107,178

Net increase in net assets from operations	$	2,759,144



		10		See Notes to Financial Statements.

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Statements of Changes in Net Assets



	Year Ended September 30,
Increase (Decrease) in Net Assets	2014			2013
From operations —
Net investment loss	$	(348,034	)	$	(331,741	)
Net realized gain from investment transactions		3,898,485			667,313
Net change in unrealized appreciation (depreciation) from investments		(791,307	)		6,194,305
Net increase in net assets from operations	$	2,759,144		$	6,529,877
Distributions to shareholders —
From net realized gain
Class A	$	(580,186	)	$	(584,141	)
Class B		(62,391	)		(68,849	)
Class C		(244,452	)		(234,717	)
Class I		(35,222	)		(22,746	)
Total distributions to shareholders	$	(922,251	)	$	(910,453	)
Transactions in shares of beneficial interest —
Proceeds from sale of shares
Class A	$	1,477,603		$	2,139,998
Class B		204,259			379,620
Class C		877,373			1,004,960
Class I		1,155,272			803,004
Net asset value of shares issued to shareholders in payment of distributions declared
Class A		551,652			539,329
Class B		55,654			60,367
Class C		199,711			193,804
Class I		30,355			22,728
Cost of shares redeemed
Class A		(5,389,852	)		(8,473,165	)
Class B		(484,996	)		(719,742	)
Class C		(1,932,229	)		(3,503,785	)
Class I		(814,257	)		(370,360	)
Net asset value of shares exchanged
Class A		324,839			385,499
Class B		(324,839	)		(385,499	)
Net decrease in net assets from Fund share transactions	$	(4,069,455	)	$	(7,923,242	)

Net decrease in net assets	$	(2,232,562	)	$	(2,303,818	)

Net Assets
At beginning of year	$	37,323,868		$	39,627,686
At end of year	$	35,091,306		$	37,323,868

Accumulated net investment loss included in net assets
At end of year	$	(230,054	)	$	(282,218	)



		11		See Notes to Financial Statements.

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Financial Highlights



	Class A
	Year Ended September 30,									Period Ended September 30, 2011⁽¹⁾			Year Ended October 31,
	2014			2013			2012			Period Ended September 30, 2011⁽¹⁾			2010			2009
Net asset value — Beginning of period	$	14.570		$	12.420		$	14.100		$	14.410		$	11.610		$	9.910

Income (Loss) From Operations
Net investment loss⁽²⁾	$	(0.108	)	$	(0.091	)	$	(0.105	)	$	(0.088	)⁽³⁾	$	(0.060	)	$	(0.012	)
Net realized and unrealized gain (loss)		1.215			2.545			1.904			(0.166	)		2.860			1.712

Total income (loss) from operations	$	1.107		$	2.454		$	1.799		$	(0.254	)	$	2.800		$	1.700

Less Distributions
From net realized gain	$	(0.357	)	$	(0.304	)	$	(3.479	)	$	(0.056	)	$	—		$	—

Total distributions	$	(0.357	)	$	(0.304	)	$	(3.479	)	$	(0.056	)	$	—		$	—

Net asset value — End of period	$	15.320		$	14.570		$	12.420		$	14.100		$	14.410		$	11.610

Total Return⁽⁴⁾		7.69	%		20.25	%		15.35	%		(1.81	)%⁽⁵⁾		24.12	%		17.15	%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	22,918		$	24,658		$	26,305		$	29,725		$	35,125		$	24,813
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		1.40	%		1.40	%		1.40	%		1.52	%⁽⁸⁾⁽⁹⁾		1.60	%⁽⁹⁾		1.60	%⁽⁹⁾
Net investment loss		(0.71	)%		(0.69	)%		(0.81	)%		(0.59	)%⁽³⁾⁽⁸⁾		(0.46	)%		(0.11	)%
Portfolio Turnover of the Portfolio⁽¹⁰⁾		—			—			—			16	%⁽⁵⁾		33	%		42	%
Portfolio Turnover of the Fund		26	%		23	%		50	%		52	%^(5)(11)		—			—


⁽¹⁾	For the eleven months ended September 30, 2011. The Fund changed its fiscal year-end from October 31 to September 30.


⁽²⁾	Computed using average shares outstanding.


⁽³⁾	Net investment loss per share reflects special dividends allocated from the Portfolio, which amounted to $0.015 per share, for the period while the Fund was making investments directly in the Portfolio. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (0.69)%.


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

⁽⁷⁾

The investment adviser of the Portfolio waived a portion of its investment adviser fee and/or the administrator of the Fund subsidized certain operating expenses (equal to 0.33%, 0.42%, 0.32%, 0.21%, 0.09% and 0.31% of average daily net assets for the years ended September 30, 2014, 2013 and 2012, the period ended September 30, 2011 and the years ended October 31, 2010 and 2009, respectively). A portion of the waiver and subsidy was borne by the sub-adviser. Absent this waiver and/or subsidy, total return would be lower.


⁽⁸⁾	Annualized.


⁽⁹⁾	Includes the Fund’s share of the Portfolio’s allocated expenses for the period while the Fund was investing in the Portfolio.


⁽¹⁰⁾	Portfolio turnover represents the rate of portfolio activity for the period while the Fund was investing in the Portfolio.


⁽¹¹⁾	For the period from April 22, 2011 through September 30, 2011 when the Fund was making investments directly in securities.


	References to Portfolio herein are to Tax-Managed Mid-Cap Core Portfolio, a Massachusetts business trust having the same investment objective and policies as the Fund, in which the Fund invested all of its investable assets prior to April 22, 2011.



		12		See Notes to Financial Statements.

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Financial Highlights — continued



	Class B
	Year Ended September 30,									Period Ended September 30, 2011⁽¹⁾			Year Ended October 31,
	2014			2013			2012			Period Ended September 30, 2011⁽¹⁾			2010			2009
Net asset value — Beginning of period	$	12.920		$	11.130		$	13.060		$	13.450		$	10.920		$	9.380

Income (Loss) From Operations
Net investment loss⁽²⁾	$	(0.197	)	$	(0.169	)	$	(0.183	)	$	(0.195	)⁽³⁾	$	(0.146	)	$	(0.075	)
Net realized and unrealized gain (loss)		1.074			2.263			1.732			(0.139	)		2.676			1.615

Total income (loss) from operations	$	0.877		$	2.094		$	1.549		$	(0.334	)	$	2.530		$	1.540

Less Distributions
From net realized gain	$	(0.357	)	$	(0.304	)	$	(3.479	)	$	(0.056	)	$	—		$	—

Total distributions	$	(0.357	)	$	(0.304	)	$	(3.479	)	$	(0.056	)	$	—		$	—

Net asset value — End of period	$	13.440		$	12.920		$	11.130		$	13.060		$	13.450		$	10.920

Total Return⁽⁴⁾		6.88	%		19.35	%		14.49	%		(2.53	)%⁽⁵⁾		23.17	%		16.42	%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	1,907		$	2,354		$	2,655		$	3,790		$	3,327		$	3,102
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		2.15	%		2.15	%		2.15	%		2.25	%⁽⁸⁾⁽⁹⁾		2.35	%⁽⁹⁾		2.35	%⁽⁹⁾
Net investment loss		(1.46	)%		(1.44	)%		(1.56	)%		(1.39	)%⁽³⁾⁽⁸⁾		(1.21	)%		(0.80	)%
Portfolio Turnover of the Portfolio⁽¹⁰⁾		—			—			—			16	%⁽⁵⁾		33	%		42	%
Portfolio Turnover of the Fund		26	%		23	%		50	%		52	%^(5)(11)		—			—


⁽¹⁾	For the eleven months ended September 30, 2011. The Fund changed its fiscal year-end from October 31 to September 30.


⁽²⁾	Computed using average shares outstanding.


⁽³⁾	Net investment loss per share reflects special dividends allocated from the Portfolio, which amounted to $0.014 per share, for the period while the Fund was making investments directly in the Portfolio. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.49)%.


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

⁽⁷⁾


⁽⁸⁾	Annualized.


⁽⁹⁾	Includes the Fund’s share of the Portfolio’s allocated expenses for the period while the Fund was investing in the Portfolio.


⁽¹⁰⁾	Portfolio turnover represents the rate of portfolio activity for the period while the Fund was investing in the Portfolio.


⁽¹¹⁾	For the period from April 22, 2011 through September 30, 2011 when the Fund was making investments directly in securities.


	References to Portfolio herein are to Tax-Managed Mid-Cap Core Portfolio, a Massachusetts business trust having the same investment objective and policies as the Fund, in which the Fund invested all of its investable assets prior to April 22, 2011.



		13		See Notes to Financial Statements.

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Financial Highlights — continued



	Class C
	Year Ended September 30,									Period Ended September 30, 2011⁽¹⁾			Year Ended October 31,
	2014			2013			2012			Period Ended September 30, 2011⁽¹⁾			2010			2009
Net asset value — Beginning of period	$	12.910		$	11.120		$	13.050		$	13.430		$	10.910		$	9.370

Income (Loss) From Operations
Net investment loss⁽²⁾	$	(0.196	)	$	(0.169	)	$	(0.182	)	$	(0.198	)⁽³⁾	$	(0.145	)	$	(0.080	)
Net realized and unrealized gain (loss)		1.073			2.263			1.731			(0.126	)		2.665			1.620

Total income (loss) from operations	$	0.877		$	2.094		$	1.549		$	(0.324	)	$	2.520		$	1.540

Less Distributions
From net realized gain	$	(0.357	)	$	(0.304	)	$	(3.479	)	$	(0.056	)	$	—		$	—

Total distributions	$	(0.357	)	$	(0.304	)	$	(3.479	)	$	(0.056	)	$	—		$	—

Net asset value — End of period	$	13.430		$	12.910		$	11.120		$	13.050		$	13.430		$	10.910

Total Return⁽⁴⁾		6.88	%		19.36	%		14.51	%		(2.46	)%⁽⁵⁾		23.10	%		16.44	%

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	8,270		$	8,759		$	9,796		$	10,456		$	7,195		$	6,528
Ratios (as a percentage of average daily net assets):
Expenses⁽⁶⁾⁽⁷⁾		2.15	%		2.15	%		2.15	%		2.25	%⁽⁸⁾⁽⁹⁾		2.35	%⁽⁹⁾		2.35	%⁽⁹⁾
Net investment loss		(1.46	)%		(1.44	)%		(1.55	)%		(1.42	)%⁽³⁾⁽⁸⁾		(1.20	)%		(0.84	)%
Portfolio Turnover of the Portfolio⁽¹⁰⁾		—			—			—			16	%⁽⁵⁾		33	%		42	%
Portfolio Turnover of the Fund		26	%		23	%		50	%		52	%⁽⁵⁾⁽¹⁾		—			—


⁽¹⁾	For the eleven months ended September 30, 2011. The Fund changed its fiscal year-end from October 31 to September 30.


⁽²⁾	Computed using average shares outstanding.


⁽³⁾	Net investment loss per share reflects special dividends allocated from the Portfolio, which amounted to $0.013 per share, for the period while the Fund was making investments directly in the Portfolio. Excluding special dividends, the ratio of net investment loss to average daily net assets would have been (1.51)%.


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

⁽⁷⁾


⁽⁸⁾	Annualized.


⁽⁹⁾	Includes the Fund’s share of the Portfolio’s allocated expenses for the period while the Fund was investing in the Portfolio.


⁽¹⁰⁾	Portfolio turnover represents the rate of portfolio activity for the period while the Fund was investing in the Portfolio.


	References to Portfolio herein are to Tax-Managed Mid-Cap Core Portfolio, a Massachusetts business trust having the same investment objective and policies as the Fund, in which the Fund invested all of its investable assets prior to April 22, 2011.



		14		See Notes to Financial Statements.

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Financial Highlights — continued



	Class I
	Year Ended September 30,									Period Ended September 30, 2011⁽¹⁾
	2014			2013			2012			Period Ended September 30, 2011⁽¹⁾
Net asset value — Beginning of period	$	14.660		$	12.470		$	14.110		$	17.730

Income (Loss) From Operations
Net investment loss⁽²⁾	$	(0.069	)	$	(0.063	)	$	(0.072	)	$	(0.058	)
Net realized and unrealized gain (loss)		1.226			2.557			1.911			(3.562	)

Total income (loss) from operations	$	1.157		$	2.494		$	1.839		$	(3.620	)

Less Distributions
From net realized gain	$	(0.357	)	$	(0.304	)	$	(3.479	)	$	—

Total distributions	$	(0.357	)	$	(0.304	)	$	(3.479	)	$	—

Net asset value — End of period	$	15.460		$	14.660		$	12.470		$	14.110

Total Return⁽³⁾		7.99	%		20.50	%		15.69	%		(20.42	)%⁽⁴⁾

Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	1,996		$	1,553		$	872		$	1
Ratios (as a percentage of average daily net assets):
Expenses⁽⁵⁾⁽⁶⁾		1.15	%		1.15	%		1.15	%		1.15	%⁽⁷⁾
Net investment loss		(0.45	)%		(0.47	)%		(0.58	)%		(0.86	)%⁽⁷⁾
Portfolio Turnover		26	%		23	%		50	%		52	%⁽⁴⁾⁽⁸⁾


⁽¹⁾	For the period from the commencement of operations, May 2, 2011, to September 30, 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⁾	The administrator of the Fund subsidized certain operating expenses (equal to 0.33%, 0.42%, 0.32% and 0.38% of average daily net assets for the years ended September 30, 2014, 2013 and 2012 and the period ended September 30, 2011, respectively). A portion of the subsidy was borne by the sub-adviser. Absent this subsidy, total return would be lower.


⁽⁶⁾	Excludes the effect of custody fee credits, if any, of less than 0.005%.


⁽⁷⁾	Annualized.


⁽⁸⁾	For the period from April 22, 2011 through September 30, 2011 when the Fund was making investments directly in securities.



		15		See Notes to Financial Statements.

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Notes to Financial Statements

1 Significant Accounting Policies

Eaton Vance Atlanta Capital Horizon Growth 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’s investment objective is to seek total return. The Fund offers four classes of shares. Class A shares are generally sold subject to a sales charge imposed at time of purchase. Class B and Class C shares are sold at net asset value and are generally subject to a contingent deferred sales charge (see Note 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 Fund’s 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. 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 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. The Fund is an investment company and follows accounting and reporting guidance in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946.

A Investment Valuation — The following methodologies are used to determine the market value or fair value of investments.

Equity Securities. Equity securities 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.

Debt Obligations. Short-term obligations purchased with a remaining maturity of sixty days or less are generally valued at amortized cost, which approximates market value.

Affiliated Fund. The Fund may invest in Eaton Vance Cash Reserves Fund, LLC (Cash Reserves Fund), an affiliated investment company managed by Eaton Vance Management (EVM). The value of the Fund’s investment in Cash Reserves Fund reflects the Fund’s proportionate interest in its net assets. 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.

Fair Valuation. 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.

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 Fund is informed of the ex-dividend date. Withholding taxes on foreign dividends and capital gains have been provided for in accordance with the Fund’s understanding of the applicable countries’ tax rules and rates. 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 September 30, 2014, the Fund had a late year ordinary loss of $230,054 which it has elected to defer to the following taxable year pursuant to income tax regulations. Late year ordinary losses represent certain specified losses realized in that portion of a taxable year after October 31 that are treated as ordinary for tax purposes plus ordinary losses attributable to that portion of a taxable year after December 31.

As of September 30, 2014, 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.



		16

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Notes to Financial Statements — continued

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 Statement of Operations.

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 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.

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 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 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 September 30, 2014 and September 30, 2013 was as follows:



	Year Ended September 30,
	2014		2013

Distributions declared from:
Long-term capital gains	$	922,251	$	910,453

During the year ended September 30, 2014, accumulated net realized gain was decreased by $788,134, accumulated net investment loss was decreased by $400,198 and paid-in capital was increased by $387,936 due to the Fund’s use of equalization acounting and differences between book and tax accounting, primarily for net operating losses and investments in partnerships. Tax equalization accounting allows the Fund to treat as a distribution that portion of redemption proceeds representing a redeeming shareholder’s portion of undistributed taxable income and net capital gains. These reclassifications had no effect on the net assets or net asset value per share of the Fund.

As of September 30, 2014, the components of distributable earnings (accumulated losses) and unrealized appreciation (depreciation) on a tax basis were as follows:



Undistributed long-term capital gains	$	2,549,105
Late year ordinary losses	$	(230,054	)
Net unrealized appreciation	$	7,598,527

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 and investments in partnerships.



		17

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Notes to Financial Statements — continued

3 Investment Adviser and Administration Fees 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 Fund. The fee is computed at an annual rate of 0.80% of the Fund’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. For the year ended September 30, 2014, the investment adviser fee amounted to $301,020 or 0.80% of the Fund’s average daily net assets. Pursuant to a sub-advisory agreement, BMR pays Atlanta Capital Management Company, LLC (Atlanta Capital), an affiliate of EVM, a portion of its adviser fee for sub-advisory services provided to the Fund. The Fund invests its cash in Cash Reserves Fund. EVM does not currently receive a fee for advisory services provided to Cash Reserves Fund. The administration fee is earned by EVM for administering the business affairs of the Fund and is computed at an annual rate of 0.15% of the Fund’s average daily net assets. For the year ended September 30, 2014, the administration fee amounted to $56,441.

EVM and Atlanta Capital have agreed to reimburse the Fund’s expenses to the extent that total annual operating expenses (relating to ordinary operating expenses only) exceed 1.40%, 2.15%, 2.15% and 1.15% of the Fund’s average daily net assets for Class A, Class B, Class C and Class I, respectively. This agreement may be changed or terminated after January 31, 2015. Pursuant to this agreement, EVM and Atlanta Capital were allocated $122,654 in total of the Fund’s operating expenses for the year ended September 30, 2014.

EVM provides sub-transfer agency and related services to the Fund pursuant to a Sub-Transfer Agency Support Services Agreement. For the year ended September 30, 2014, EVM earned $2,985 from the Fund pursuant to such agreement, which is included in transfer and dividend disbursing agent fees on the Statement of Operations. The Fund was informed that Eaton Vance Distributors, Inc. (EVD), an affiliate of EVM and the Fund’s principal underwriter, received $3,612 as its portion of the sales charge on sales of Class A shares for the year ended September 30, 2014. 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).

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. Trustees of the Fund who are not affiliated with the investment adviser and administrator 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 September 30, 2014, no significant amounts have been deferred. Certain officers and Trustees of the Fund 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 September 30, 2014 amounted to $61,598 for Class A shares.

The 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, the 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 Fund. For the year ended September 30, 2014, the Fund paid or accrued to EVD $17,178 and $68,080 for Class B and Class C shares, respectively.

Pursuant to the Class B and Class C Plans, 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. Service fees paid or accrued for the year ended September 30, 2014 amounted to $5,726 and $22,694 for Class B and Class C shares, respectively.

Distribution and service fees are subject to the limitations contained in the Financial Industry Regulatory Authority’s NASD Conduct Rule 2830(d).

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. For the year ended September 30, 2014, the Fund was informed that EVD received approximately $4,000 and $100 of CDSCs paid by Class B and Class C shareholders, respectively, and no CDSCs paid by Class A shareholders.

6 Purchases and Sales of Investments

Purchases and sales of investments, other than short-term obligations, aggregated $9,499,500 and $13,997,265, respectively, for the year ended September 30, 2014.



		18

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Notes to 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:



	Year Ended September 30,
Class A	2014			2013

Sales		96,921			157,346
Issued to shareholders electing to receive payments of distributions in Fund shares		37,400			44,499
Redemptions		(351,708	)		(656,714	)
Exchange from Class B shares		21,238			28,976

Net decrease		(196,149	)		(425,893	)


	Year Ended September 30,
Class B	2014			2013

Sales		15,347			32,269
Issued to shareholders electing to receive payments of distributions in Fund shares		4,277			5,584
Redemptions		(35,785	)		(61,738	)
Exchange to Class A shares		(24,132	)		(32,542	)

Net decrease		(40,293	)		(56,427	)


	Year Ended September 30,
Class C	2014			2013

Sales		65,560			86,212
Issued to shareholders electing to receive payments of distributions in Fund shares		15,363			17,945
Redemptions		(143,487	)		(306,702	)

Net decrease		(62,564	)		(202,545	)


	Year Ended September 30,
Class I	2014			2013

Sales		73,999			61,536
Issued to shareholders electing to receive payments of distributions in Fund shares		2,044			1,868
Redemptions		(52,779	)		(27,440	)

Net increase		23,264			35,964



		19

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Notes to Financial Statements — continued

8 Federal Income Tax Basis of Investments

The cost and unrealized appreciation (depreciation) of investments of the Fund at September 30, 2014, as determined on a federal income tax basis, were as follows:




Aggregate cost	$	27,844,900

Gross unrealized appreciation	$	8,425,206
Gross unrealized depreciation		(826,679	)

Net unrealized appreciation	$	7,598,527

9 Line of Credit

The Fund participates with other portfolios and funds managed by EVM and its affiliates in a $750 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 September 30, 2014.

10 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 September 30, 2014, the hierarchy of inputs used in valuing the Fund’s investments, which are carried at value, were as follows:



Asset Description	Level 1			Level 2		Level 3		Total

Common Stocks	$	34,713,504	*	$	—	$	—	$	34,713,504
Short-Term Investments		—			729,923		—		729,923

Total Investments	$	34,713,504		$	729,923	$	—	$	35,443,427


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

The Fund held no investments or other financial instruments as of September 30, 2013 whose fair value was determined using Level 3 inputs. At September 30, 2014, there were no investments transferred between Level 1 and Level 2 during the year then ended.



		20

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Report of Independent Registered Public Accounting Firm

To the Trustees of Eaton Vance Mutual Funds Trust and Shareholders of Eaton Vance Atlanta Capital Horizon Growth Fund:

We have audited the accompanying statement of assets and liabilities of Eaton Vance Atlanta Capital Horizon Growth Fund (the “Fund”) (one of the funds constituting Eaton Vance Mutual Funds Trust), including the portfolio of investments, as of September 30, 2014, 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 financial highlights for each of 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. Our procedures included confirmation of securities owned as of September 30, 2014, 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 financial highlights referred to above present fairly, in all material respects, the financial position of Eaton Vance Atlanta Capital Horizon Growth Fund as of September 30, 2014, 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 each of the periods presented, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

November 17, 2014



		21

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Federal Tax Information (Unaudited)

The Form 1099-DIV you receive in February 2015 will show the tax status of all distributions paid to your account in calendar year 2014. 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 capital gains dividends.

Capital Gains Dividends. The Fund hereby designates as a capital gain dividend with respect to the taxable year ended September 30, 2014, $3,394,874 or, if subsequently determined to be different, the net capital gain of such year.



		22

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Special Meeting of Shareholders (Unaudited)

The Fund held a Special Meeting of Shareholders on May 29, 2014 to elect five Trustees. The results of the vote were as follows:



Nominee for Trustee	Number of Shares⁽¹⁾
Nominee for Trustee	For		Withheld
Scott E. Eston		2,161,782		25,565
Cynthia E. Frost		2,158,433		28,915
George J. Gorman		2,161,782		25,565
Valerie A. Mosley		2,157,152		30,196
Harriett Tee Taggart		2,160,502		26,846


⁽¹⁾	Excludes fractional shares.



		23

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Board of Trustees’ Contract Approval

Overview of the Contract Review Process

The Investment Company Act of 1940, as amended (the “1940 Act”), provides, in substance, that each investment advisory agreement between a fund and its investment adviser will continue in effect from year to year only if its continuation is approved at least annually by the fund’s board of trustees, including by a vote of a majority of the trustees who are not “interested persons” of the fund (“Independent Trustees”), cast in person at a meeting called for the purpose of considering such approval.

At a meeting of the Boards of Trustees (each a “Board”) of the Eaton Vance group of mutual funds (the “Eaton Vance Funds”) held on April 28, 2014, the Board, including a majority of the Independent Trustees, voted to approve continuation of existing advisory and sub-advisory agreements for the Eaton Vance Funds for an additional one-year period. In voting its approval, the Board relied upon the affirmative recommendation of the Contract Review Committee of the Board, which is a committee comprised exclusively of Independent Trustees. Prior to making its recommendation, the Contract Review Committee reviewed information furnished by each adviser to the Eaton Vance Funds (including information specifically requested by the Board) for a series of meetings of the Contract Review Committee held between February and April 2014, as well as information considered throughout the year at meetings of the Board and its committees. Such information included, among other things, the following:

Information about Fees, Performance and Expenses


Ÿ		An independent report comparing the advisory and related fees paid by each fund with fees paid by comparable funds;


Ÿ		An independent report comparing each fund’s total expense ratio and its components to comparable funds;


Ÿ		An independent report comparing the investment performance of each fund (including, where relevant, yield data, Sharpe ratios and information ratios) to the investment performance of comparable funds over various time periods;


Ÿ		Data regarding investment performance in comparison to benchmark indices and customized peer groups identified by the adviser in consultation with the Board;


Ÿ		For each fund, comparative information concerning the fees charged and the services provided by each adviser in managing other accounts (including mutual funds, other collective investment funds and institutional accounts) using investment strategies and techniques similar to those used in managing such fund;


Ÿ		Profitability analyses for each adviser with respect to each fund;

Information about Portfolio Management and Trading


Ÿ		Descriptions of the investment management services provided to each fund, including the investment strategies and processes employed, and any changes in portfolio management processes and personnel;


Ÿ		Information about the allocation of brokerage and the benefits received by each adviser as a result of brokerage allocation, including information concerning the acquisition of research through client commission arrangements and the fund’s policies with respect to “soft dollar” arrangements;


Ÿ		Data relating to portfolio turnover rates of each fund;


Ÿ		The procedures and processes used to determine the fair value of fund assets and actions taken to monitor and test the effectiveness of such procedures and processes;


Ÿ		Information about each adviser’s processes for monitoring best execution of portfolio transactions, and other policies and practices of each adviser with respect to trading;

Information about each Adviser


Ÿ		Reports detailing the financial results and condition of each adviser;


Ÿ		Descriptions of the qualifications, education and experience of the individual investment professionals whose responsibilities include portfolio management and investment research for the funds, and information relating to their compensation and responsibilities with respect to managing other mutual funds and investment accounts;


Ÿ		Copies of the Codes of Ethics of each adviser and its affiliates, together with information relating to compliance with and the administration of such codes;


Ÿ		Copies of or descriptions of each adviser’s policies and procedures relating to proxy voting, the handling of corporate actions and class actions;


Ÿ		Information concerning the resources devoted to compliance efforts undertaken by each adviser and its affiliates on behalf of the funds (including descriptions of various compliance programs) and their record of compliance with investment policies and restrictions, including policies with respect to market-timing, late trading and selective portfolio disclosure, and with policies on personal securities transactions;


Ÿ		Descriptions of the business continuity and disaster recovery plans of each adviser and its affiliates;


Ÿ		A description of Eaton Vance Management’s procedures for overseeing third party advisers and sub-advisers, including with respect to regulatory and compliance issues, investment management and other matters;



		24

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Board of Trustees’ Contract Approval — continued

Other Relevant Information


Ÿ		Information concerning the nature, cost and character of the administrative and other non-investment management services provided by Eaton Vance Management and its affiliates;


Ÿ		Information concerning management of the relationship with the custodian, subcustodians and fund accountants by each adviser or the funds’ administrator; and


Ÿ		The terms of each advisory agreement.

Over the course of the twelve-month period ended April 30, 2014, with respect to one or more funds, the Board met nine times and the Contract Review Committee, the Audit Committee, the Governance Committee, the Portfolio Management Committee and the Compliance Reports and Regulatory Matters Committee, each of which is a Committee comprised solely of Independent Trustees, met seven, seventeen, eleven, six and ten times respectively. At such meetings, the Trustees participated in investment and performance reviews with the portfolio managers and other investment professionals of each adviser relating to each fund, and considered the investment and trading strategies used in pursuing each fund’s investment objective, including, where relevant, the use of derivative instruments, as well as processes for monitoring best execution of portfolio transactions and risk management techniques. The Board and its Committees also evaluated issues pertaining to industry and regulatory developments, compliance procedures, fund governance and other issues with respect to the funds, and received and participated in reports and presentations provided by Eaton Vance Management and other fund advisers with respect to such matters.

For funds that invest through one or more underlying portfolios, the Board considered similar information about the portfolio(s) when considering the approval of advisory agreements. In addition, in cases where the fund’s investment adviser has engaged a sub-adviser, the Board considered similar information about the sub-adviser when considering the approval of any sub-advisory agreement.

The Contract Review Committee was assisted throughout the contract review process by Goodwin Procter LLP, legal counsel for the Independent Trustees. The members of the Contract Review Committee relied upon the advice of such counsel and their own business judgment in determining the material factors to be considered in evaluating each advisory and sub-advisory agreement and the weight to be given to each such factor. The conclusions reached with respect to each advisory and sub-advisory agreement were based on a comprehensive evaluation of all the information provided and not any single factor. Moreover, each member of the Contract Review Committee may have placed varying emphasis on particular factors in reaching conclusions with respect to each advisory and sub-advisory agreement. In evaluating each advisory and sub-advisory agreement, including the specific fee structures and other terms of the agreements, the Contract Review Committee was informed by multiple years of analysis and discussion among the Independent Trustees and the Funds’ advisers and sub-advisers.

Results of the Process

Based on its consideration of the foregoing, and such other information as it deemed relevant, including the factors and conclusions described below, the Contract Review Committee concluded that the continuation of the investment advisory agreement of Eaton Vance Atlanta Capital Horizon Growth Fund (the “Fund”) with Boston Management and Research (the “Adviser”), and the sub-advisory agreement with Atlanta Capital Management Company, LLC (the “Sub-adviser”), each an affiliate of Eaton Vance Management, including their fee structures, is in the interests of shareholders and, therefore, the Contract Review Committee recommended to the Board approval of each agreement. The Board accepted the recommendation of the Contract Review Committee as well as the factors considered and conclusions reached by the Contract Review Committee with respect to the agreements. Accordingly, the Board, including a majority of the Independent Trustees, voted to approve continuation of the investment advisory agreement and the sub-advisory agreement for the Fund.

Nature, Extent and Quality of Services

In considering whether to approve the investment advisory agreement and the sub-advisory agreement of the Fund, the Board evaluated the nature, extent and quality of services provided to the Fund by the Adviser and the Sub-adviser.

The Board considered the Adviser’s and the Sub-adviser’s management capabilities and investment process with respect to the types of investments held by the Fund, including the education, experience and number of its investment professionals and other personnel who provide portfolio management, investment research, and similar services to the Fund, including recent changes to such personnel. With respect to the Adviser, the Board considered the Adviser’s responsibilities supervising the Sub-adviser. With respect to the Sub-Adviser, the Board took into account the resources available to the Sub-Adviser in fulfilling its duties under the sub-advisory agreement and the Sub-Adviser’s abilities and experience in implementing the Fund’s investment strategy. In particular, the Board evaluated, where relevant, the abilities and experience of such personnel in making investments in equity securities, including both U.S. and foreign common stocks. The Board also took into account the resources dedicated to portfolio management and other services, including the compensation methods of the Adviser to recruit and retain investment personnel, and the time and attention devoted to the Fund by senior management.

The Board reviewed the compliance programs of the Adviser and relevant affiliates thereof, including the Sub-adviser. Among other matters, the Board considered compliance and reporting matters relating to personal trading by investment personnel, selective disclosure of portfolio holdings, late trading, frequent trading, portfolio valuation, business continuity and the allocation of investment opportunities. The Board also evaluated the responses of the



		25

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Board of Trustees’ Contract Approval — continued

Adviser and its affiliates to requests in recent years from regulatory authorities such as the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

The Board considered shareholder and other administrative services provided or managed by Eaton Vance Management and its affiliates, including transfer agency and accounting services. The Board evaluated the benefits to shareholders of investing in a fund that is a part of a large family of funds, including the ability, in many cases, to exchange an investment among different funds without incurring additional sales charges.

After consideration of the foregoing factors, among others, the Board concluded that the nature, extent and quality of services provided by the Adviser and the Sub-adviser, taken as a whole, are appropriate and consistent with the terms of the investment advisory agreement and the sub-advisory agreement.

Fund Performance

The Board compared the Fund’s investment performance to a relevant universe of similarly managed funds identified by an independent data provider and appropriate benchmark indices. The Board reviewed comparative performance data for the one-, three-, five- and ten-year periods ended September 30, 2013 for the Fund. The Board noted that actions are being taken by the Adviser to improve Fund performance and concluded that additional time is required to evaluate the effectiveness of such actions.

Management Fees and Expenses

The Board reviewed contractual fee rates for investment advisory and administrative services payable by the Fund (referred to as “management fees”). As part of its review, the Board considered the management fees and the Fund’s total expense ratio for the year ended September 30, 2013, as compared to a group of similarly managed funds selected by an independent data provider. The Board noted that the Adviser had waived fees and/or paid expenses for the Fund. The Board noted that the Adviser had waived fees and/or paid expenses for the Fund. The Board also considered factors that had an impact on Fund expense ratios, as identified by management in response to inquiries from the Contract Review Committee, as well as actions taken by management in recent years to reduce expenses at the fund complex level, including the negotiation of reduced fees for transfer agency and custody services.

After reviewing the foregoing information, and in light of the nature, extent and quality of the services provided by the Adviser and the Sub-adviser, the Board concluded that the management fees charged for advisory and related services are reasonable.

Profitability

The Board reviewed the level of profits realized by the Adviser and relevant affiliates thereof, including the Sub-adviser, in providing investment advisory and administrative services to the Fund and to all Eaton Vance Funds as a group. The Board considered the level of profits realized without regard to revenue sharing or other payments by the Adviser and its affiliates to third parties in respect of distribution services. The Board also considered other direct or indirect benefits received by the Adviser and its affiliates, including the Sub-adviser, in connection with their relationships with the Fund, including the benefits of research services that may be available to the Adviser or the Sub-adviser as a result of securities transactions effected for the Fund and other investment advisory clients.

The Board concluded that, in light of the foregoing factors and the nature, extent and quality of the services rendered, the profits realized by the Adviser and its affiliates, including the Sub-adviser, are reasonable.

Economies of Scale

In reviewing management fees and profitability, the Board also considered the extent to which the Adviser and its affiliates, on the one hand, and the Fund, on the other hand, can expect to realize benefits from economies of scale as the assets of the Fund increase. The Board acknowledged the difficulty in accurately measuring the benefits resulting from the economies of scale with respect to the management of any specific fund or group of funds. The Board reviewed data summarizing the increases and decreases in the assets of the Fund and of all Eaton Vance Funds as a group over various time periods, and evaluated the extent to which the total expense ratio of the Fund and the profitability of the Adviser and its affiliates may have been affected by such increases or decreases. Based upon the foregoing, the Board concluded that the Fund currently shares in the benefits from economies of scale. The Board also concluded that, assuming reasonably foreseeable increases in the assets of the Fund, the structure of the advisory fee, which includes breakpoints at several asset levels, will allow the Fund to continue to benefit from economies of scale in the future.



		26

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

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 182 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	Trustee Since⁽¹⁾	Principal Occupation(s) and Directorships During Past Five Years and Other Relevant Experience
Interested Trustee

Thomas E. Faust Jr. 1958	Trustee	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 182 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.⁽²⁾ Director of EVC and Hexavest Inc.


Noninterested Trustees

Scott E. Eston 1956	Trustee	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.⁽²⁾ None.

Cynthia E. Frost⁽³⁾ 1961	Trustee	2014	Private investor. Formerly, Chief Investment Officer of Brown University (university endowment) (2000-2012); Portfolio Strategist for Duke Management Company (university endowment manager) (1995-2000); Managing Director, Cambridge Associates (1989-1995); Consultant, Bain and Company (1987-1989); Senior Equity Analyst, BA Investment Management Company (1983-1985). Directorships in the Last Five Years. None.

George J. Gorman⁽³⁾ 1952	Trustee	2014	Principal at George J. Gorman LLC (consulting firm). Formerly, Senior Partner at Ernst & Young LLP (public accounting firm) (1974-2009). Directorships in the Last Five Years. Formerly, Trustee of the Bank of America Money Market Funds Series Trust (2011-2014) and of the Ashmore Funds (2010-2014).

Valerie A. Mosley⁽⁴⁾ 1960	Trustee	2014	Chairwoman and Chief Executive Officer of Valmo Ventures (a consulting and investment firm). Former Partner and Senior Vice President, Portfolio Manager and Investment Strategist at Wellington Management Company, LLP (investment management firm) (1992-2012). Former Chief Investment Officer, PG Corbin Asset Management (1990-1992). Formerly worked in institutional corporate bond sales at Kidder Peabody (1986-1990). Directorships in the Last Five Years.⁽²⁾ Director of Dynex Capital, Inc. (mortgage REIT) (since 2013).

William H. Park 1947	Trustee	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.⁽²⁾ None.



		27

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Management and Organization — continued



Name and Year of Birth	Position(s) with the Trust	Trustee Since⁽¹⁾	Principal Occupation(s) and Directorships During Past Five Years and Other Relevant Experience
Noninterested Trustees (continued)

Ronald A. Pearlman 1940	Trustee	2003	Lawyer and consultant. Formerly, Professor of Law, Georgetown University Law Center (1999-2014). Formerly, Partner, Covington & Burling LLP (law firm) (1991-2000). Formerly, Chief of Staff, Joint Committee on Taxation, U.S. Congress (1988-1990). Formerly, Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury (1983-1985). Directorships in the Last Five Years.⁽²⁾ None.

Helen Frame Peters 1948	Trustee	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.⁽²⁾ 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).

Harriett Tee Taggart 1948	Trustee	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.⁽²⁾ 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	2007(Chairman) 2005(Trustee)	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.⁽²⁾ None.


Principal Officers who are not Trustees
Name and Year of Birth	Position(s) with the Trust	Officer Since⁽⁵⁾	Principal Occupation(s) During Past Five Years
Payson F. Swaffield 1956	President	2003	Vice President and Chief Income Investment Officer of EVM and BMR.

Maureen A. Gemma 1960	Vice President, Secretary and Chief Legal Officer	2005	Vice President of EVM and BMR.

James F. Kirchner 1967	Treasurer	2007	Vice President of EVM and BMR.

Paul M. O’Neil 1953	Chief Compliance Officer	2004	Vice President of EVM and BMR.


⁽¹⁾	Year first appointed to serve as Trustee for a fund in the Eaton Vance family of funds. Each Trustee has served continuously since appointment unless indicated otherwise.

⁽²⁾

During their respective tenures, the Trustees (except for Ms. Frost and Mr. Gorman) also served as Board members of one or more of the following funds (which operated in the years noted): eUnits^TM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014); eUnits^TM 2 Year U.S. Market Participation Trust II: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014); 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). However, Ms. Mosley did not serve as a Board member of eUnits^TM 2 Year U.S. Market Participation Trust: Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014).



		28

Eaton Vance

Atlanta Capital Horizon Growth Fund

September 30, 2014

Management and Organization — continued


⁽³⁾	Ms. Frost and Mr. Gorman began serving as Trustees effective May 29, 2014.


⁽⁴⁾	Ms. Mosley began serving as a Trustee effective January 1, 2014.


⁽⁵⁾	Year first elected to serve as officer of a fund in the Eaton Vance family of funds when the officer has served continuously. Otherwise, year of most recent election as an officer of a fund in the Eaton Vance family of funds. Titles may have changed since initial election.

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.



		29

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.



		30

This Page Intentionally Left Blank

Investment Adviser

Boston Management and Research

Two International Place

Boston, MA 02110

Sub-Adviser

Atlanta Capital Management Company, LLC

1075 Peachtree Street NE

Suite 2100

Atlanta, GA 30309

Administrator

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

State Street Financial Center, One Lincoln Street

Boston, MA 02111

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.



1301 9.30.14

This ‘N-14’ Filing	Date	Other Filings

Filed on:	7/2/15
	1/31/15	N-CSRS, NSAR-A
	11/17/14
	10/31/14	N-Q
	9/30/14	24F-2NT, N-CSR, NSAR-B
	5/29/14	DEF 14A, N-CSRS
	4/30/14	N-Q
	4/28/14	N-CSR, N-CSRS, NSAR-A, NSAR-B
	4/1/14	497
	3/31/14	485APOS, N-CSRS, NSAR-A
	1/1/14	485BPOS
	9/30/13	24F-2NT, N-CSR, NSAR-B
	12/31/12	24F-2NT/A, N-Q
	9/30/12	24F-2NT, 24F-2NT/A, N-CSR, NSAR-B, NSAR-B/A
	1/1/12	485BPOS
	9/30/11	24F-2NT, 485BPOS, 497, 497K, N-CSR, NSAR-B
	5/2/11	485BPOS, 497K
	4/22/11
	10/31/10
	10/31/09
		List all Filings

Eaton Vance Growth Trust – ‘N-14’ on 7/2/15 – ‘EX-99.17BII’

On: Thursday, 7/2/15, at 3:45pm ET · Private-to-Public: Document/Exhibit `¶` – Release Delayed · Accession #: 940394-15-913 · File #: 333-205456

Previous ‘N-14’: ‘N-14’ on 7/15/10 · Latest ‘N-14’: This Filing

Registration Statement by an Open-End Investment Company (Business Combination) — Form N-14
Filing Table of Contents

‘EX-99.17BII’ — Annual Report – Atlanta Capital Horizon Growth Fund

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Eaton Vance Growth Trust – ‘N-14’ on 7/2/15 – ‘EX-99.17BII’

On: Thursday, 7/2/15, at 3:45pm ET · Private-to-Public: Document/Exhibit ¶ – Release Delayed · Accession #: 940394-15-913 · File #: 333-205456

Previous ‘N-14’: ‘N-14’ on 7/15/10 · Latest ‘N-14’: This Filing

Registration Statement by an Open-End Investment Company (Business Combination) — Form N-14Filing Table of Contents

‘EX-99.17BII’ — Annual Report – Atlanta Capital Horizon Growth Fund

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

On: Thursday, 7/2/15, at 3:45pm ET · Private-to-Public: Document/Exhibit `¶` – Release Delayed · Accession #: 940394-15-913 · File #: 333-205456

Registration Statement by an Open-End Investment Company (Business Combination) — Form N-14
Filing Table of Contents