2
INDEPENDENT AUDITORS' REPORT
To the Trustees and Shareholders of Eaton Vance Mutual Funds
Trust:
In planning and performing our audit of the financial statements
of Eaton Vance Mutual Funds Trust (the "Trust") (including Eaton
Vance Tax-Managed Capital Appreciation Fund, Eaton Vance Tax-
Managed Young Shareholder Fund, Eaton Vance High Income Fund,
Eaton Vance Tax-Managed Value Fund, Eaton Vance Tax-Managed
International Growth Fund, and Eaton Vance Tax-Managed Emerging
Growth Fund) for the year ended October 31, 2000 (on which we have
issued our reports dated December 8, 2000), we considered its
internal control, including control activities for safeguarding
securities, in order to determine our auditing procedures for the
purpose of expressing our opinion on the financial statements and
to comply with the requirements of Form N-SAR, and not to provide
assurance on the Trust's internal control.
The management of the Trust is responsible for establishing and
maintaining internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally,
controls that are relevant to an audit pertain to the entity's
objective of preparing financial statements for external purposes
that are fairly presented in conformity with accounting principles
generally accepted in the United States of America. Those
controls include the safeguarding of assets against unauthorized
acquisition, use, or disposition.
Because of inherent limitations in any internal control,
misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of internal control to future
periods are subject to the risk that the internal control may
become inadequate because of changes in conditions or that the
degree of compliance with policies or procedures may deteriorate.
Our consideration of the Trust's internal control would not
necessarily disclose all matters in internal control that might be
material weaknesses under standards established by the American
Institute of Certified Public Accountants. A material weakness is
a condition in which the design or operation of one or more of the
internal control components does not reduce to a relatively low
level the risk that misstatements caused by error or fraud in
amounts that would be material in relation to the financial
statements being audited may occur and not be detected within a
timely period by employees in the normal course of performing
their assigned functions. However, we noted no matters involving
the Trust's internal control and its operation, including controls
for safeguarding securities, that we consider to be material
weaknesses as defined above as of October 31, 2000.
This report is intended solely for the information and use of
management, the Trustees and Shareholders of Eaton Vance Mutual
Funds Trust, and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than these
specified parties.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 8, 2000
