EATON VANCE MUTUAL FUNDS TRUST
N-30D, 2001-01-08
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[EATON VANCE LOGO OMITTED]

EATON VANCE
TAX-MANAGED
CAPITAL
APPRECIATION
FUND

Annual Report October 31, 2000


Eaton Vance Tax-Managed Capital Appreciation Fund as of October 31, 2000

LETTER TO SHAREHOLDERS

[PHOTO WITH CAPTION "James B. Hawkes, President" OMITTED]

It is my pleasure to welcome you to the first annual shareholder report
for Eaton Vance Tax-Managed Capital Appreciation Fund. In the period
from inception on June 30, 2000 through October 31, 2000, Class A shares
had a total return of 13.40%. That return was the result of an increase
in net asset value per share (NAV) from $10.00 on June 30, 2000 to
$11.34 on October 31, 2000.1

Class B shares had a total return of 12.60% for the period from
inception on July 10, 2000 through October 31, 2000, the result of an
increase in NAV from $10.00 to $11.26.1 Class C shares had a total
return of 12.60% for the same period, the result of an increase in NAV
from $10.00 to $11.26.1

By comparison, the S&P 500 Composite Index - a widely recognized,
unmanaged index of common stocks - had a total return of -1.39% for the
period from June 30 to October 31, 2000.2

The Fund's year-to-date performance benefitted significantly from IPO
activity, especially because of the Fund's relatively small size, and
was not typical of future performance. There is no assurance that IPO
activity will continue or that it will continue to have the same
positive impact on the Fund's performance. As the Fund's assets grow
in size, IPO activity will likely have a lesser effect on the Fund's
performance in the future.

The year 2000 has been a volatile period in the U.S. equity markets.
Although the economy continued to exhibit signs of healthy - if more
tempered - growth, other factors have contributed to a wild ride for
stocks. While there is evidence that the Federal Reserve Board has
successfully engineered a "soft landing" for the economy through
incremental increases in the Federal Funds rate, the downside is that
slowed consumer spending can have a negative impact on corporate
profits, and therefore, stock prices.

An economic slowdown, dramatic market swings, and changes in investor
sentiment all underscore the fact that the financial markets are largely
unpredictable. At Eaton Vance, we are confident that our years of
experience, our research capabilities, and our investment discipline
give us the tools we will need to navigate the dramatic turns that
surely await us. As always, we urge investors to diversify their
portfolios and to take a long-term investment view.

On the pages that follow, Portfolio Manager Arieh Coll gives an overview
of the Fund's performance so far this year.

Sincerely,

/S/ JAMES B. HAWKES

James B. Hawkes
President
December 12, 2000

-----------------------------------------------
Fund Information
as of October 31, 2000

Performance3    Class A     Class B     Class C
-----------------------------------------------

Average Annual Total Returns (at net asset value)
-----------------------------------------------
Life of Fund+    13.40%      12.60%      12.60%

SEC Average Annual Total Returns (including sales
charge or applicable CDSC)
-----------------------------------------------
Life of Fund+     6.88%       7.60%      11.60%

+ Inception Dates - Class A: 6/30/00; Class B: 7/10/00; Class C: 7/10/00

Ten Largest Holdings4
-----------------------------------------------
Emulex Corp.                               4.9%
BE Aerospace, Inc.                         4.4
Precision Castparts Corp.                  4.4
TMP Worldwide, Inc.                        4.1
Federal National Mortgage Association      3.9
Monsanto Company                           3.2
Microsoft Corporation                      3.1
Energizer Holdings, Inc.                   2.8
Insight Enterprises                        2.6
Pemstar                                    2.3

1 These returns do not include the 5.75% maximum sales charge for the
  Fund's Class A shares or the applicable contingent deferred sales
  charges (CDSC) for Class B and Class C shares. 2 It is not possible to
  invest directly in an Index. 3 Returns are historical and are calculated
  by determining the percentage change in net asset value with all
  distributions reinvested. SEC returns for Class A reflect the maximum
  5.75% sales charge. SEC returns for Class B reflect applicable CDSC
  based on the following schedule:  5% - 1st and 2nd years; 4% - 3rd year;
  3% - 4th year; 2% - 5th year; 1% - 6th year. SEC return for Class C
  reflects 1% CDSC imposed in first year. 4 Ten largest equity holdings
  accounted for 35.7% of the Portfolio's net assets. Holdings are subject
  to change.

  Past performance is no guarantee of future results. Investment return
  and principal value will fluctuate so that shares, when redeemed, may be
  worth more or less than their original cost.

----------------------------------------------------------------------------
Mutual fund shares are not insured by the FDIC and are not deposits or other
obligations of, or guaranteed by, any depository institution. Shares are
subject to investment risks, including possible loss of principal invested.
----------------------------------------------------------------------------


Eaton Vance Tax-Managed Capital Appreciation Fund as of October 31, 2000

MANAGEMENT DISCUSSION

[PHOTO WITH CAPTION "Arieh Coll, Portfolio Manager" OMITTED]

An interview with Arieh Coll, Vice President and Portfolio Manager of
Capital Appreciation Portfolio

Q: Arieh, since this is the first annual report for the Fund, would you
   provide us with an overview of your objective?

A: Certainly. Our objective is to achieve long-term, after-tax returns for
   our shareholders by investing in a diversified portfolio of equity
   securities. These securities are mainly common stocks of growth companies
   that we consider to be high in quality and attractive in their long-term
   growth prospects. We employ a flexible investment approach, looking for
   attractive opportunities wherever they may occur in the market - whether
   they're large, established market leaders or smaller, less-seasoned
   companies. We seek to achieve returns in the form of price appreciation,
   which is not subject to current tax, and to manage the Fund with other
   strategies designed to minimize the tax bite for our shareholders.

[GRAPHIC OMITTED: BAR CHART: FIVE LARGEST SECTOR POSITIONS]

Five Largest Sector Positions+
-----------------------------------------------
By total net assets

Aerospace and Defense                     10.1%
Financial Services                         7.7%
Advertising Services                       6.7%
Health Services                            5.7%
Computer Software                          5.6%

+ Portfolio holdings subject to change due to active management. Five
  largest sector holdings accounted for 35.8% of the Portfolio.

Q: The Fund had positive returns since inception, outperforming the
   benchmark S&P 500 Composite Index.* How do you balance the goal of strong
   returns with tax management?

A: Simply put, we try to make investment decisions from the perspective of
   the tax-paying shareholder. We seek to invest in stocks that we can hold
   long-term. If you invest in the right companies, you can benefit from
   their growth for years to come, while minimizing the taxable
   distributions. Additionally, we try to invest in stocks that typically
   produce little, if any, taxable income. Ideally, we want to accumulate
   investment returns in the form of unrealized gains, while generally
   avoiding net realized short-term gains. When we do sell an appreciated
   security, the share lots held long enough to qualify for long-term
   capital gains treatment, with the highest cost-basis, are selected to be
   sold first. Finally, securities may be sold to realize capital losses,
   which could then be used to offset realized capital gains when it is
   prudent to do so.

Q: What are some of your criteria for high-quality, long-term growth stocks?

A: I would sum up our investment strategy by saying we're looking for growth
   at a reasonable price. I'm aiming to invest in companies that are
   expected, over the long-term, to have earnings growth that is faster than
   the growth rates of the U.S. economy and the U.S. stock market as a
   whole. For example, an investment in a company would be compelling if the
   company was expected to grow earnings by 30% a year for the next three
   years, and could be purchased at a price-to-earnings ration that is at a
   significant discount to its growth rate.

* The S&P 500 Composite Index is a broad-based, unmanaged index commonly
  used as a measure of U.S. stock market performance. It is not possible
  to invest directly in an Index.

  The Fund's year-to-date performance benefitted significantly from IPO
  activity. There is no assurance that such activity will continue or that
  it will continue to have the same positive impact on the Fund's
  performance.

Eaton Vance Tax-Managed Capital Appreciation Fund as of October 31, 2000

MANAGEMENT DISCUSSION CONT'D

   As for what characterizes a compelling growth stock, it might be one with
   a unique or enduring competitive advantage, an undervalued franchise, or
   a large and unpenetrated market opportunity that would allow it to grow
   rapidly, gaining market share and increasing operating margins in the
   process. Ideally, this would result in a high return on equity and ample
   free cash flow. This will only happen if the company has superior
   management that is focused on constantly innovating and staying ahead of
   the competition. Therefore, our experienced team of investment
   professionals conducts thorough research of a company's fundamentals and
   management before we make an investment in the stock.

Q: The Portfolio's largest sector weighting, aerospace and defense,
   contributed strongly to performance. What do you find attractive about
   this area?

A: I've been following the commercial aerospace sector for many years now,
   including companies such as Boeing, Airbus, and all their suppliers. This
   industry has tended to move in three to four-year cycles of growth,
   followed by three to four years of decline. In 1997, the industry peaked
   prematurely and went into a downturn because of the Asian crisis and the
   fall-out for the economies around the globe: they all cancelled aircraft
   orders.

   Subsequently, in the past 3 years, the global economy has been
   recovering and the airline industry has been prospering as worldwide
   travel has been on a dramatic upswing. The orders for aircraft have been
   picking up, and we started to identify the trend earlier this year when
   business at selected individual companies began to show signs of life.
   Having witnessed similar cycles in the past, I began to invest in this
   industry at the beginning of the upturn. This is an example of the
   downside protection we mentioned earlier: the prices for these stocks
   were already significantly down from their highs, yet there was strong
   potential for growth going into the upcycle. To date, this has been a
   very successful strategy for us.

Q: Were there any other sectors you've overweighted this year relative to
   The S&P 500 benchmark?

A: One is the financial services sector. The sector is very attractive on a
   valuation basis because for the last two years, it underperformed the
   stock market overall as interest rates were going up. Currently, the
   investment prospects for the sector are much better: valuations are lower
   and interest rates appear to be less likely to rise from current levels.

   We also have an overweighting in the health services sector. This
   requires more of a top-down investment approach, meaning we have to
   consider elements in addition to a company's fundamentals. In this case,
   such elements would include governmental regulations for Medicare
   reimbursements, prescription drug benefits, and the like, which were a
   focal point of the recent presidential campaign. I believe the generic
   drug manufacturers stand to benefit the most from any legislation in
   this area - as a result, I have over-weighted this sector versus the
   market.

Q: What is your outlook for growth stocks in the near future? Will this
   affect how you position the Portfolio?

A: The Federal Reserve's strategy of raising rates is starting to take
   effect, as evidenced by a slowdown in parts of the economy. As consumer
   spending slows, EPS (earnings per share) growth may slow dramatically
   going into next year. Many companies will be missing projected earnings
   numbers, which can cause their stock prices to fall, often
   disproportionately. Often, it's very high quality companies that are
   missing their numbers.

   In light of this, I want to try to position the Portfolio to own
   companies that are healthy enough to be less susceptible to a slowdown
   in revenues, causing their profits to be below target as well. We will
   continue to use our research team and market discipline to invest in
   companies that we believe can provide long-term growth potential.


Eaton Vance Tax-Managed Capital Appreciation Fund as of October 31, 2000

PERFORMANCE

[GRAPHIC OMITTED: WORM CHART: COMPARISON OF CHANGE IN VALUE OF A $10,000
INVESTMENT]

Comparison of Change in Value of a $10,000 Investment in Eaton Vance
Tax-Managed Capital Appreciation Fund, Class A vs. the S&P 500 Composite
Index*

June 30, 2000 - October 31, 2000

                                Eaton Vance
                  S&P 500       Tax-Managed       Fund, incl.
                 Composite   Appreciation Fund,    maximum
                   Index         Class A        sales charge
 6/30/2000      $10,000.00      $10,000.00       $10,000.00
 7/31/2000        9,843.80       10,650.00        10,037.70
 8/31/2000       10,454.90       11,820.00        11,140.43
 9/30/2000        9,903.09       11,670.00        10,999.06
10/31/2000        9,861.01       11,340.00        10,688.03


Performance**   Class A     Class B     Class C
-----------------------------------------------
Average Annual Total Returns (at net asset value)
-----------------------------------------------
Life of Fund+    13.40%      12.60%      12.60%

SEC Average Annual Total Returns (including sales
charge or applicable CDSC)
-----------------------------------------------
Life of Fund+     6.88%       7.60%      11.60%

 + Inception Dates - Class A: 6/30/00; Class B: 7/10/00; Class C: 7/10/00

 * Source: TowersData, Bethesda, MD. Investment operations commenced
   6/30/00.

   The chart compares the Fund's total return with that of the S&P 500
   Index, a broad-based, unmanaged index commonly used to measure U.S.
   stock market performance. Returns are calculated by determining the
   percentage change in net asset value with all distributions reinvested.
   The lines on the chart represent the total returns of a $10,000
   hypothetical investment in the Fund and in the S&P 500 Index. An
   investment in the Fund's Class B shares on 7/10/00 at net asset value
   would have grown to $11,260 on October 31, 2000, $10,760 including the
   applicable 5% CDSC. An investment in the Fund's Class C shares on
   7/10/00 at net asset value would have grown to $11,260 on October 31,
   2000, $11,160 including the applicable 1% CDSC. The Index's total
   returns do not reflect any commissions or expenses that would have been
   incurred if an investor individually purchased or sold the securities
   represented in the Index. It is not possible to invest directly in the
   Index.

** Returns are historical and are calculated by determining the percentage
   change in net asset value with all distributions reinvested. SEC returns
   for Class A reflect the maximum 5.75% sales charge. SEC returns for Class
   B reflect applicable CDSC based on the following schedule:  5% - 1st and
   2nd years; 4% - 3rd year; 3% - 4th year; 2% - 5th year; 1% - 6th year.
   SEC return for Class C reflects a 1% CDSC imposed in the first year.

   Past performance is no guarantee of future results. Investment return
   and principal value will fluctuate so that shares, when redeemed, may be
   worth more or less than their original cost.


Eaton Vance Tax-Managed Capital Appreciation Fund as of October 31, 2000

PERFORMANCE CONT'D

After-Tax Performance
as of October 31, 2000

The table below sets forth the Fund's pre-tax and after-tax performance.
After-tax performance reflects the impact of federal income taxes on
Fund distributions of dividends and capital gains, while pre-tax
performance does not. Because the objective of the Fund is to provide
long-term, after-tax returns to shareholders, it is important for
investors to know the effect of taxes on the Fund's return.

Pre-Tax and After-Tax Average Annual Returns
at Net Asset Value for the period ended October 31, 2000

Life of Fund*     Pre-Tax     After-Tax     Tax-Efficiency
----------------------------------------------------------
Average Annual Total Returns (at net asset value)
----------------------------------------------------------
Class A            13.40%        13.40%            100.00%
Class B            12.60%        12.60%            100.00%
Class C            12.60%        12.60%            100.00%

* Inception Dates - Class A: 6/30/00; Class B: 7/10/00; Class C: 7/10/00

  Source: TowersData, Bethesda, Md.

Pre-tax returns are calculated by determining the percentage
change in net asset value with all distributions reinvested in Fund
shares. After-tax returns are calculated similarly, except that
distributions are reduced by federal income taxes before reinvestment.
Pre-tax and after-tax returns are identical because the Fund did not
make any dividend or capital gain distributions. There can be no
assurance that such distributions will not be made in the future.

The highest historical federal tax rates (currently 39.6% for dividends
and 20% for long-term capital gains) are used. The after-tax
calculations do not take into account state or local taxes or the
federal alternative minimum tax. If an investor sells Fund shares, any
realized gains will be subject to taxes not reflected in the after-tax
returns shown above.

The performance does not include the effects of the Class A shares
initial sales charge (5.75% maximum) or any applicable contingent
deferred sales charge (5.00% maximum for Class B shares and 1% for Class
C shares redeemed in the first year).

Past performance is no guarantee of future results. Investment return
and principal value will fluctuate so that shares, when redeemed, may be
worth more or less than their original cost.

The after-tax returns shown above are not applicable to shares held in
tax-deferred accounts (such as IRA or 401(k) accounts) and shares held
by non-taxable entities (such as qualified pension plans and charities).


Eaton Vance Tax-Managed Capital Appreciation Fund as of October 31, 2000

FINANCIAL STATEMENTS


<TABLE>
<CAPTION>

Statement of Assets and Liabilities

As of October 31, 2000

<S>                                                                <C>
Assets:
------------------------------------------------------------------------------
Investments in Capital Appreciation Portfolio, at value
  (identified cost, $1,541,457)                                     $1,646,460
Receivable for Fund shares sold                                         40,140
Receivable from the Administrator                                       30,214
------------------------------------------------------------------------------
Total assets                                                        $1,716,814
------------------------------------------------------------------------------

Liabilities:
------------------------------------------------------------------------------
Accrued expenses                                                    $   20,800
------------------------------------------------------------------------------
Total liabilities                                                   $   20,800
------------------------------------------------------------------------------
Net Assets                                                          $1,696,014
------------------------------------------------------------------------------

Sources of Net Assets
------------------------------------------------------------------------------
Paid-in capital                                                     $1,693,471
Accumulated net realized loss from Portfolio
  (computed on the basis of identified cost)                          (102,460)
Net unrealized appreciation from Portfolio
  (computed on the basis of identified cost)                           105,003
------------------------------------------------------------------------------
Total                                                               $1,696,014
------------------------------------------------------------------------------

Class A Shares
------------------------------------------------------------------------------
Net Assets                                                          $  674,242
Shares Outstanding                                                      59,443
Net Asset Value and Redemption Price Per Share
  (net assets (divided by) shares of beneficial interest
  outstanding)                                                      $    11.34
Maximum Offering Price Per Share
  (100 (divided by) 94.25 of $11.34)                                $    12.03
------------------------------------------------------------------------------

Class B Shares
------------------------------------------------------------------------------
Net Assets                                                          $  714,163
Shares Outstanding                                                      63,451
Net Asset Value, Offering Price and Redemption Price
  Per Share (net assets (divided by) shares of beneficial
  interest outstanding)                                             $    11.26
------------------------------------------------------------------------------

Class C Shares
------------------------------------------------------------------------------
Net Assets                                                          $  307,609
Shares Outstanding                                                      27,320
Net Asset Value, Offering Price and Redemption Price
  Per Share (net assets (divided by) shares of beneficial
  interest outstanding)                                             $    11.26
------------------------------------------------------------------------------

</TABLE>

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


<TABLE>
<CAPTION>

Statement of Operations

For the Period Ended
October 31, 2000(1)

<S>                                                                   <C>
Investment Income:
------------------------------------------------------------------------------
Dividends allocated from Portfolio                                   $     520
Interest allocated from Portfolio                                        2,797
Expenses allocated from Portfolio                                       (3,936)
------------------------------------------------------------------------------
Net investment loss from Portfolio                                   $    (619)
------------------------------------------------------------------------------

Expenses
------------------------------------------------------------------------------
Administration fee                                                   $     416
Distribution and service fees
  Class A                                                                  396
  Class B                                                                  926
  Class C                                                                  362
Registration fees                                                       20,637
Printing and postage                                                     6,987
Custodian fee                                                              522
Transfer and dividend disbursing agent fees                                 96
Legal and accounting services                                              288
Miscellaneous                                                              636
------------------------------------------------------------------------------
Total expenses                                                       $  31,266
------------------------------------------------------------------------------
Deduct --
  Allocation of expenses to the Administrator                        $  30,214
------------------------------------------------------------------------------
Total expense reductions                                             $  30,214
------------------------------------------------------------------------------

Net expenses                                                         $   1,052
------------------------------------------------------------------------------

Net investment loss                                                  $  (1,671)
------------------------------------------------------------------------------


Realized and Unrealized Gain (Loss) from Portfolio
------------------------------------------------------------------------------
Net realized gain (loss) --
  Investment transactions (identified cost basis)                    $(102,460)
------------------------------------------------------------------------------
Net realized loss                                                    $(102,460)
------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation)
  Investments (identified cost basis)                                $ 105,003
------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                 $ 105,003
------------------------------------------------------------------------------

Net realized and unrealized gain                                     $   2,543
------------------------------------------------------------------------------

Net increase in net assets from operations                           $     872
------------------------------------------------------------------------------

</TABLE>

(1) For the period from the start of business, June 30, 2000 to
    October 31, 2000.

See notes to financial statements


Eaton Vance Tax-Managed Capital Appreciation Fund as of October 31, 2000

FINANCIAL STATEMENTS CONT'D


<TABLE>
<CAPTION>

Statement of Changes in Net Assets

                                                          For the Period Ended
Increase (Decrease) in Net Assets                          October 31, 2000(1)
------------------------------------------------------------------------------
<S>                                                                <C>
From operations --
  Net investment loss                                               $   (1,671)
  Net realized loss                                                   (102,460)
  Net change in unrealized appreciation (depreciation)                 105,003
------------------------------------------------------------------------------
Net increase in net assets from operations                          $      872
------------------------------------------------------------------------------
Transactions in shares of beneficial interest
  Proceeds from sale of shares
    Class A                                                         $  670,266
    Class B                                                            715,530
    Class C                                                            387,570
  Cost of shares redeemed
    Class A                                                               (308)
    Class B                                                                 --
    Class C                                                            (77,926)
------------------------------------------------------------------------------
Net increase in net assets from Fund share transactions             $1,695,132
------------------------------------------------------------------------------

Net increase in net assets                                          $1,696,004
------------------------------------------------------------------------------

Net Assets:
------------------------------------------------------------------------------
At beginning of year                                                $       10
------------------------------------------------------------------------------
At end of year                                                      $1,696,014
------------------------------------------------------------------------------

</TABLE>

(1) For the period from the start of business, June 30, 2000 to
    October 31, 2000

See notes to financial statements


Eaton Vance Tax-Managed Capital Appreciation Fund as of October 31, 2000

FINANCIAL STATEMENTS CONT'D


<TABLE>
<CAPTION>

Financial Highlights


                                                                Class A
                                                        ----------------------
                                                         For the Period Ended
                                                        October 31, 2000(1)(2)
------------------------------------------------------------------------------
<S>                                                                   <C>
Net asset value -- Beginning of period                                 $ 10.00
------------------------------------------------------------------------------

Income from operations
------------------------------------------------------------------------------
Net investment loss                                                    $(0.016)
Net realized and unrealized gain                                         1.356
------------------------------------------------------------------------------
Total income from operations                                           $ 1.340
------------------------------------------------------------------------------

Net asset value -- End of period                                       $ 11.34
------------------------------------------------------------------------------

Total Return(3)                                                          13.40%
------------------------------------------------------------------------------

Ratios/Supplemental Data+
------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                              $   674
Ratios (As a percentage of average daily net assets):
  Net expenses(4)                                                         1.48%(5)
  Net expenses after custodian fee reduction(4)                           1.40%(5)
  Net investment loss                                                    (0.43%)(5)
Portfolio Turnover of the Portfolio                                         90%
------------------------------------------------------------------------------
+ The operating expenses of the Fund reflect an allocation of expenses to the
  Administrator. Had such action not been taken, the ratios and net investment
  loss per share would have been as follows:

Ratios (As a percentage of average daily net assets):
  Expenses(4)                                                            12.00%(5)
  Expenses after custodian fee reduction(4)                              11.92%(5)
  Net investment loss                                                   (10.96%)(5)
Net investment loss per share                                          $(0.408)
------------------------------------------------------------------------------

(1) For the period from the start of business, June 30, 2000 to October 31, 2000.

(2) Net investment loss per share was computed using average shares outstanding.

(3) Total return is calculated assuming a purchase at the net asset value on the
    first day and a sale at the net asset value on the last day of each period
    reported. Dividends and distributions, if any, are assumed reinvested at the
    net asset value on the reinvestment date. Total return is not computed on an
    annualized basis.

(4) Includes the Fund's share of the Portfolio's allocated expenses.

(5) Annualized

</TABLE>

See notes to financial statements


Eaton Vance Tax-Managed Capital Appreciation Fund as of October 31, 2000

FINANCIAL STATEMENTS CONT'D


<TABLE>
<CAPTION>

Financial Highlights


                                                                Class B
                                                        ----------------------
                                                         For the Period Ended
                                                        October 31, 2000(1)(2)
------------------------------------------------------------------------------
<S>                                                                   <C>
Net asset value -- Beginning of period                                 $ 10.00
------------------------------------------------------------------------------

Income from operations
------------------------------------------------------------------------------
Net investment loss                                                    $(0.027)
Net realized and unrealized gain                                         1.287
------------------------------------------------------------------------------
Total income from operations                                           $ 1.260
------------------------------------------------------------------------------

Net asset value -- End of period                                       $ 11.26
------------------------------------------------------------------------------

Total Return(3)                                                          12.60%
------------------------------------------------------------------------------

Ratios/Supplemental Data+
------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                              $   714
Ratios (As a percentage of average daily net assets):
  Net expenses(4)                                                         2.23%(5)
  Net expenses after custodian fee reduction(4)                           2.15%(5)
  Net investment loss                                                    (0.78%)(5)
Portfolio Turnover of the Portfolio                                         90%
------------------------------------------------------------------------------
+ The operating expenses of the Fund reflect an allocation of expenses to the
  Administrator. Had such action not been taken, the ratios and net investment
  loss per share would have been as follows:

Ratios (As a percentage of average daily net assets):
  Expenses(4)                                                            12.75%(5)
  Expenses after custodian fee reduction(4)                              12.67%(5)
  Net investment loss                                                   (11.30%)(5)
Net investment loss per share                                          $(0.391)
------------------------------------------------------------------------------

(1) For the period from the start of business, June 30, 2000 to October 31, 2000.

(2) Net investment loss per share was computed using average shares outstanding.

(3) Total return is calculated assuming a purchase at the net asset value on the
    first day and a sale at the net asset value on the last day of each period
    reported. Dividends and distributions, if any, are assumed reinvested at the
    net asset value on the reinvestment date. Total return is not computed on an
    annualized basis.

(4) Includes the Fund's share of the Portfolio's allocated expenses.

(5) Annualized

</TABLE>

See notes to financial statements


Eaton Vance Tax-Managed Capital Appreciation Fund as of October 31, 2000

FINANCIAL STATEMENTS CONT'D


<TABLE>
<CAPTION>

Financial Highlights


                                                                Class C
                                                        ----------------------
                                                         For the Period Ended
                                                        October 31, 2000(1)(2)
------------------------------------------------------------------------------
<S>                                                                   <C>
Net asset value -- Beginning of period                                 $ 10.00
------------------------------------------------------------------------------

Income from operations
------------------------------------------------------------------------------
Net investment loss                                                    $(0.025)
Net realized and unrealized gain                                         1.285
------------------------------------------------------------------------------
Total income from operations                                           $ 1.260
------------------------------------------------------------------------------

Net asset value -- End of period                                       $ 11.26
------------------------------------------------------------------------------

Total Return(3)                                                          12.60%
------------------------------------------------------------------------------

Ratios/Supplemental Data+
------------------------------------------------------------------------------
Net assets, end of period (000's omitted)                              $   308
Ratios (As a percentage of average daily net assets):
  Net expenses(4)                                                         2.23%(5)
  Net expenses after custodian fee reduction(4)                           2.15%(5)
  Net investment loss                                                    (0.72%)(5)
Portfolio Turnover of the Portfolio                                         90%
------------------------------------------------------------------------------
+ The operating expenses of the Fund reflect an allocation of expenses to the
  Administrator. Had such action not been taken, the ratios and net investment
  loss per share would have been as follows:

Ratios (As a percentage of average daily net assets):
  Expenses(4)                                                            12.75%(5)
  Expenses after custodian fee reduction(4)                              12.67%(5)
  Net investment loss                                                   (11.24%)(5)
Net investment loss per share                                          $(0.390)
------------------------------------------------------------------------------

(1) For the period from the start of business, June 30, 2000 to October 31, 2000.

(2) Net investment loss per share was computed using average shares outstanding.

(3) Total return is calculated assuming a purchase at the net asset value on the
    first day and a sale at the net asset value on the last day of each period
    reported. Dividends and distributions, if any, are assumed reinvested at the
    net asset value on the reinvestment date. Total return is not computed on an
    annualized basis.

(4) Includes the Fund's share of the Portfolio's allocated expenses.

(5) Annualized

</TABLE>

See notes to financial statements


Eaton Vance Tax-Managed Capital Appreciation Fund as of October 31, 2000

NOTES TO FINANCIAL STATEMENTS

1  Significant Accounting Policies
-----------------------------------------------------------------------------
Eaton Vance Tax-Managed Capital Appreciation Fund (the Fund) is a
diversified series of Eaton Vance Mutual Funds Trust (the Trust). The
Trust is an entity of the type commonly known as a Massachusetts
business trust and is registered under the Investment Company Act of
1940, as amended, as an open-end management investment company. The Fund
has three 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 subject to a contingent
deferred sales charge (see Note 6). Class B shares held for eight years
will automatically convert to Class A shares. 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, other than
class-specific expenses, are allocated daily to each class of shares
based on the relative net assets of each class to the total net assets
of the Fund. Each class of shares differs in its distribution plan and
certain other class-specific expenses. The Fund invests all of its
investable assets in interests in the Capital Appreciation Portfolio
(the Portfolio), a New York Trust, having the same investment objective
as the Fund. The value of the Fund's investment in the Portfolio
reflects the Fund's proportionate interest in the net assets of the
Portfolio (41.0% at October 31, 2000). The performance of the Fund is
directly affected by the performance of the Portfolio. The financial
statements of the Portfolio, including the portfolio of investments, are
included elsewhere in this report and should be read in conjunction with
the Fund's financial statements.

The following is a summary of significant accounting policies
consistently followed by the Fund in the preparation of its financial
statements. The policies are in conformity with generally accepted
accounting principles.

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

B  Income -- The Fund's net investment income consists of the Fund's pro
rata share of the net investment income of the Portfolio, less all
actual and accrued expenses of the Fund determined in accordance with
generally accepted accounting principles.

C  Federal Taxes -- The Fund's policy is to comply with the provisions of
the Internal Revenue Code applicable to regulated investment companies
and to distribute to shareholders each year all of its taxable income,
including any net realized gain on investments. Accordingly, no
provision for federal income or excise tax is necessary. At October 31,
2000, the Fund, for federal income tax purposes, had a capital loss
carryover of $68,680 which will reduce taxable income arising from
future net realized gains, if any, to the extent permitted by the
Internal Revenue Code, and thus will reduce the amount of distributions
to shareholders which would otherwise be necessary to relieve the Fund
of any liability for federal income or excise tax. Such capital loss
carryover will expire on October 31, 2008.

D  Other -- Investment transactions are accounted for on a trade date
basis.

E  Use of Estimates -- The preparation of the financial statements in
conformity with generally accepted accounting principles 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.

2  Distributions to Shareholders
-----------------------------------------------------------------------------
It is the present policy of the Fund to make at least one distribution
annually (normally in December) of all or substantially all of its net
investment income and at least one distribution of all or substantially
all of its net realized capital gains. Distributions are paid in the
form of additional shares or, at the election of the shareholder, in
cash. Shareholders may reinvest capital gain distributions in additional
shares of the Fund at the net asset value as of the ex-dividend date.
The Fund distinguishes between distributions on a tax basis and a
financial reporting basis. Generally accepted accounting principles
require that only distributions in excess of tax basis earnings and
profits be reported in the financial statements as a return of capital.
Differences in the recognition or classification of income between the
financial statements and tax earnings and profits which result in
temporary over distributions for financial statement purposes only are
classified as distributions in excess of net investment income or
accumulated net realized gain on investments. Permanent differences
between book and tax accounting relating to distributions are
reclassified to paid-in capital.

3  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:

<TABLE>
<CAPTION>

                              Period Ended
Class A                       October 31, 2000(1)
-----------------------------------------------------------------------------
<S>                                    <C>
Sales                                   59,470
Redemptions                                (28)
-----------------------------------------------------------------------------
Net increase                            59,442
-----------------------------------------------------------------------------

                              Period Ended
Class B                       October 31, 2000(2)
-----------------------------------------------------------------------------
Sales                                   63,451
-----------------------------------------------------------------------------
Net increase                            63,451
-----------------------------------------------------------------------------


                              Period Ended
Class C                       October 31, 2000(2)
-----------------------------------------------------------------------------
Sales                                   34,114
Redemptions                             (6,794)
-----------------------------------------------------------------------------
Net increase                            27,320
-----------------------------------------------------------------------------

(1) From the start of business, June 30, 2000, to October 31, 2000.

(2) From the start of business, July 10, 2000 to October 31, 2000.

</TABLE>


4  Transactions with Affiliates
-----------------------------------------------------------------------------
The administration fee is earned by Eaton Vance Management (EVM) (the
Administrator) as compensation for managing and administering the
business affairs of the Fund. Under the administration agreement, EVM
earns a fee in the amount of 0.15% per annum of the average daily net
assets of the Fund. For the period from the start of business, June 30,
2000 to October 31, 2000, the administration fee amounted to $416. To
reduce the net investment loss of the Fund, the Administrator was
allocated $30,214 of the Fund's operating expenses. The Portfolio
has engaged Boston Management and Research (BMR), a subsidiary of EVM,
to render investment advisory services. See Note 2 of the Portfolio's
Notes to Financial Statements which are included elsewhere in this
report. Except as to Trustees of the Fund and the Portfolio who are not
members of EVM's or BMR's organization, officers and Trustees receive
remuneration for their services to the Fund out of the investment
adviser fee earned by BMR. The Fund was informed that Eaton Vance
Distributors, Inc. (EVD), a subsidiary of EVM and the Fund's principal
underwriter, received $676 as its portion of the sales charge on sales
of Class A for the period from the start of business, June 30, 2000 to
October 31, 2000. Certain officers and Trustees of the Fund and
Portfolio are officers of the above organizations.

5  Distribution and Service Plans
-----------------------------------------------------------------------------
The Fund 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
Investment Company Act of 1940 and a service plan for Class A shares
(Class A Plan) (collectively, the Plans). The Class B and Class C Plans
require the Fund to pay EVD amounts equal to 1/365 of 0.75% (annualized)
of the Fund's average daily net assets attributable to Class B and Class
C shares for providing ongoing distribution services and facilities to
the Fund. The Fund will automatically discontinue payments to EVD during
any period in which there are no outstanding Uncovered Distribution
Charges, which are equivalent to the sum of (i) 5% and 6.25% of the
aggregate amount received by the Fund for the Class B and Class C shares
sold, respectively, plus (ii) interest calculated by applying the rate
of 1% over the prevailing prime rate to the outstanding balance of
Uncovered Distribution Charges of EVD of each respective class, reduced
by the aggregate amount of contingent deferred sales charges (see Note
6) and daily amounts theretofore paid to EVD by each respective class.
The Fund paid or accrued $695 and $272 for Class B and Class C shares,
respectively, to or payable to EVD for the period from the start of
business, June 30, 2000 to October 31, 2000, representing 0.75%
(annualized) of the average daily net assets for Class B and Class C
shares, respectively. At October 31, 2000, the amount of Uncovered
Distribution Charges of EVD calculated under the Plans was approximately
$31,000 and $19,000 for Class B and Class C shares, respectively.

The Plans authorize the Fund to make payments of service fees to EVD,
investment dealers and other persons in amounts not exceeding 0.25% of
the Fund's average daily net assets attributable to Class A, Class B,
and Class C shares for each fiscal year. Service fee payments will be
made for personal services and/or the maintenance of shareholder
accounts. Service fees are separate and distinct from the sales
commissions and distributions fees payable by the Fund to EVD and, as
such, are not subject to automatic discontinuance when there are no
outstanding Uncovered Distribution Charges of EVD. Service fee payments
for the period from the start of business, June 30, 2000 to October 31,
2000 amounted to $396, $231 and $90 for Class A, Class B, and Class C
shares, respectively.

6  Contingent Deferred Sales Charge
-----------------------------------------------------------------------------
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.
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.
Class A shares may be subject to a 1% CDSC if redeemed within one year
of purchase (depending on the circumstances of purchase). The Class B
CDSC is imposed at declining rates that begin at 5% in the first and
second year of redemption after purchase, declining one percentage point
in each subsequent year. Class C shares will be subject to a 1% CDSC if
redeemed within one year of purchase. No CDSC is levied on shares which
have been sold to EVM or its affiliates or to their respective employees
or clients and may be waived under certain other limited conditions.
CDSC charges received on Class B and Class C redemptions are paid to EVD
to reduce the amount of Uncovered Distribution Charges calculated under
the Class B and Class C Plans, respectively (see Note 5). CDSC charges
received on Class B and Class C redemptions when no Uncovered
Distribution Charges exist for the respective classes will be credited
to the Fund. No CDSC amounts were received by EVD from shareholders of
Class B shares and Class C shares, respectively, for the period from the
start of business, June 30, 2000, to October 31, 2000.

7  Investment Transactions
-----------------------------------------------------------------------------
Increases and decreases in the Fund's investment in the Portfolio for the
period from the start of business, June 30, 2000, to October 31, 2000,
aggregated $1,733,236 and $88,700, respectively.


Eaton Vance Tax-Managed Capital Appreciation Fund as of October 31, 2000

INDEPENDENT AUDITORS' REPORT

To the Trustees and Shareholders of
Eaton Vance Mutual Funds Trust:
-----------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities of
Eaton Vance Tax-Managed Capital Appreciation Fund (the Fund) (one of the
series of Eaton Vance Mutual Funds Trust) as of October 31, 2000 and the
related statement of operations, the statement of changes in net assets
and the financial highlights for the period from the start of business,
June 30, 2000 to October 31, 2000. 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 audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. 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. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights
present fairly, in all material respects, the financial position of the
Eaton Vance Tax-Managed Capital Appreciation Fund at October 31, 2000
and the results of its operations, the changes in its net assets and its
financial highlights for the period from the start of business, June 30,
2000 to October 31, 2000 in conformity with accounting principles
generally accepted in the United States of America.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 8, 2000


<TABLE>
<CAPTION>

Capital Appreciation Portfolio as of October 31, 2000

PORTFOLIO OF INVESTMENTS

Common Stocks -- 87.1%

Security                                              Shares            Value
------------------------------------------------------------------------------
<S>                                                  <C>           <C>
Advertising Services -- 6.7%
------------------------------------------------------------------------------
CNET Networks, Inc.(1)                                 1,500        $   47,250
Getty Images, Inc.(1)                                  1,750            55,562
TMP Worldwide, Inc.(1)                                 2,370           164,974
------------------------------------------------------------------------------
                                                                    $  267,786
------------------------------------------------------------------------------

Aerospace and Defense -- 10.1%
------------------------------------------------------------------------------
AAR Corp.                                              3,300        $   39,394
BE Aerospace, Inc.(1)                                 10,780           177,870
Boeing Company (The)(1)                                  200            13,563
Precision Castparts Corp.                              4,660           175,915
------------------------------------------------------------------------------
                                                                    $  406,742
------------------------------------------------------------------------------

Agricultural Operations -- 3.2%
------------------------------------------------------------------------------
Monsanto Company(1)                                    5,100        $  130,050
------------------------------------------------------------------------------

Business Services -- 1.3%
------------------------------------------------------------------------------
Forrester Research, Inc.(1)                            1,000        $   41,062
Heidrick & Struggles International, Inc.(1)              160             9,890
------------------------------------------------------------------------------
                                                                    $   50,952
------------------------------------------------------------------------------

Cable -- 0.6%
------------------------------------------------------------------------------
EchoStar Communications(1)                               520        $   23,530
------------------------------------------------------------------------------

Commercial Services -- 0.5%
------------------------------------------------------------------------------
Pre-paid Legal Services, Inc.(1)                         500        $   21,938
------------------------------------------------------------------------------

Communications Equipment -- 0.3%
------------------------------------------------------------------------------
Clarent Corporation(1)                                   440        $   13,667
------------------------------------------------------------------------------

Computer Services -- 3.7%
------------------------------------------------------------------------------
Concord EFS, Inc.(1)                                   2,005        $   82,832
NOVA Corporation (Georgia)(1)                          2,000            31,375
SunGard Data Systems, Inc.(1)                            370            18,916
StorageNetworks, Inc.(1)                                 250            15,859
------------------------------------------------------------------------------
                                                                    $  148,982
------------------------------------------------------------------------------

Computer Software -- 5.6%
------------------------------------------------------------------------------
Computer Associates International, Inc.                  300        $    9,562
Interact Commerce Corp.(1)                             3,120            28,665
Microsoft Corporation(1)                               1,800           123,975
SilverStream Software, Inc.(1)                         2,700            60,750
------------------------------------------------------------------------------
                                                                    $  222,952
------------------------------------------------------------------------------

Computer Hardware -- 0.4%
------------------------------------------------------------------------------
Pinnacle Systems, Inc.(1)                              1,200        $   15,150
------------------------------------------------------------------------------

Drugs -- 2.8%
------------------------------------------------------------------------------
Barr Laboratories(1)                                     450        $   28,406
GelTex Pharmaceuticals, Inc.(1)                          500            24,813
Genzyme Corporation(1)                                   850            60,350
------------------------------------------------------------------------------
                                                                    $  113,569
------------------------------------------------------------------------------

Education -- 0.1%
------------------------------------------------------------------------------
Computer Learning Center(1)                            6,000        $    4,875
------------------------------------------------------------------------------

Electronic Manufacturing Services -- 2.3%
------------------------------------------------------------------------------
Pemstar, Inc.(1)                                       6,200        $   90,675
------------------------------------------------------------------------------

Energy Services -- 0.2%
------------------------------------------------------------------------------
Southern Energy, Inc.(1)                                 300        $    8,175
------------------------------------------------------------------------------

E-Marketing -- 1.0%
------------------------------------------------------------------------------
DoubleClick, Inc.(1)                                   2,500        $   40,625
------------------------------------------------------------------------------

Financial Services -- 7.7%
------------------------------------------------------------------------------
Federal Agricultural Mortgage Corporation(1)           1,000        $   21,875
Federal Home Loan Mortgage Corporation                 1,300            78,000
Federal National Mortgage Association                  2,050           157,850
Knight Trading Group, Inc.(1)                            740            22,154
USA Education, Inc.                                      540            30,173
------------------------------------------------------------------------------
                                                                    $  310,052
------------------------------------------------------------------------------

Health Services -- 5.7%
------------------------------------------------------------------------------
Cardinal Health, Inc.                                    340        $   32,215
Caremax Rx, Inc.(1)                                    6,200            77,500
Cybear Group                                              89                61
DaVita, Inc.(1)                                        6,150            69,187
Express Scripts, Inc., Class A(1)                        180            12,094
HEALTHSOUTH Corporation(1)                             3,000            36,000
------------------------------------------------------------------------------
                                                                    $  227,057
------------------------------------------------------------------------------

Household Products -- 2.8%
------------------------------------------------------------------------------
Energizer Holdings, Inc.(1)                            5,600        $  110,600
------------------------------------------------------------------------------

Insurance -- 1.2%
------------------------------------------------------------------------------
MGIC Investment Corp.                                    540        $   36,787
Progressive Corp.                                        130            12,773
------------------------------------------------------------------------------
                                                                    $   49,560
------------------------------------------------------------------------------

Internet Services -- 2.6%
------------------------------------------------------------------------------
EarthWeb, Inc.(1)                                      5,000        $   63,125
Keynote Systems, Inc.(1)                               1,640            39,360
------------------------------------------------------------------------------

                                                                    $  102,485
------------------------------------------------------------------------------

Investment Services -- 0.5%
------------------------------------------------------------------------------
Stilwell Financial, Inc.(1)                              470        $   21,062
------------------------------------------------------------------------------

Medical Products -- 0.8%
------------------------------------------------------------------------------
Novoste Corp., Inc.(1)                                 1,230        $   31,058
Thermo Cardiosystems, Inc.(1)                            100               819
------------------------------------------------------------------------------
                                                                    $   31,877
------------------------------------------------------------------------------

Metals -- 1.1%
------------------------------------------------------------------------------
Ladish Company, Inc.(1)                                2,000        $   20,250
RTI International Metals, Inc.(1)                      1,630            23,635
------------------------------------------------------------------------------
                                                                    $   43,885
------------------------------------------------------------------------------

Networking Equipment -- 5.1%
------------------------------------------------------------------------------
CacheFlow, Inc.(1)                                        60        $    6,480
Emulex Corp.                                           1,350           198,281
------------------------------------------------------------------------------
                                                                    $  204,761
------------------------------------------------------------------------------

Oil and Gas - Equipment & Services -- 2.4%
------------------------------------------------------------------------------
Baker Hughes, Inc.                                       220        $    7,563
Nabors Industries, Inc.(1)                               350            17,815
Precision Drilling Corp.(1)                              300             8,588
R&B Falcon Corp.(1)                                    1,000            25,000
Tidewater, Inc.                                          800            36,950
------------------------------------------------------------------------------
                                                                    $   95,916
------------------------------------------------------------------------------

Oil and Gas - Exploration and Production -- 1.1%
------------------------------------------------------------------------------
El Paso Energy Corp.                                     300        $   18,806
Enron Corp.                                              320            26,260
------------------------------------------------------------------------------
                                                                    $   45,066
------------------------------------------------------------------------------

Printing and Business Products -- 1.3%
------------------------------------------------------------------------------
Electronics For Imaging(1)                               700        $   10,850
Lexmark International, Inc.(1)                         1,000            41,000
------------------------------------------------------------------------------
                                                                    $   51,850
------------------------------------------------------------------------------

Real Estate -- 0.5%
------------------------------------------------------------------------------
Pinnacle Holdings, Inc.                                1,350        $   21,263
------------------------------------------------------------------------------

Retail -- 3.4%
------------------------------------------------------------------------------
CVS Corporation                                          500        $   26,469
Hollywood Entertainment Corp.(1)                      25,000            76,562
Pacific Sunwear of California, Inc.(1)                   500            10,250
Winn-Dixie Stores, Inc.                                1,100            21,175
------------------------------------------------------------------------------
                                                                    $  134,456
------------------------------------------------------------------------------

Retail - Direct Distribution -- 2.6%
------------------------------------------------------------------------------
Insight Enterprises, Inc.(1)                           3,200        $  104,000
------------------------------------------------------------------------------

Satellite Telecommunications -- 1.0%
------------------------------------------------------------------------------
Gilat Communications, Ltd.(1)                            800        $   40,950
------------------------------------------------------------------------------

Semiconductors -- 4.2%
------------------------------------------------------------------------------
02Micro International Ltd.(1)                            100        $    1,006
Analog Devices, Inc.(1)                                  500            32,500
AudioCodes Ltd.(1)                                       820            32,441
Chartered Semiconductor Manufacturing Ltd.(1)            850            39,525
Micron Technology, Inc.(1)                             1,870            64,982
------------------------------------------------------------------------------
                                                                    $  170,454
------------------------------------------------------------------------------

Telecommunication Equipment -- 1.0%
------------------------------------------------------------------------------
Somera Communications, Inc.(1)                         3,700        $   41,625
------------------------------------------------------------------------------

Telecommunication Services -- 2.8%
------------------------------------------------------------------------------
e.spire Communications, Inc.(1)                       30,000        $   82,500
McLeod USA, Inc.(1)                                    1,500            28,875
------------------------------------------------------------------------------
                                                                    $  111,375
------------------------------------------------------------------------------

Wireless Equipment -- 0.5%
------------------------------------------------------------------------------
Aether Systems, Inc.(1)                                  225        $   18,141
Ceragon Networks, Ltd.(1)                                 50               625
------------------------------------------------------------------------------
                                                                    $   18,766
------------------------------------------------------------------------------

Total Common Stocks -- 87.1%
  (identified cost $3,066,802)                                      $3,496,728
------------------------------------------------------------------------------


U.S. Government Obligations -- 13.9%

                                                 Principal Amount
Security                                          (000's omitted)        Value
------------------------------------------------------------------------------
FHLB Discount Notes, 6.45%, 11/1/00                     $556        $  555,900
------------------------------------------------------------------------------

Total U.S. Government Obligations -- 13.9%
  (identified cost $555,900)                                        $  555,900
------------------------------------------------------------------------------

Total Investments -- 101.0%
  (identified cost $3,622,702)                                      $4,052,628
------------------------------------------------------------------------------


Securities Sold Short -- 6.7%

Security                                              Shares            Value
------------------------------------------------------------------------------
BE Aerospace, Inc.(1)                                 10,780        $ (177,870)
Pemstar, Inc.(1)                                       6,200           (90,675)
------------------------------------------------------------------------------

Total Securities Sold Short -- 6.7%
  (proceeds -- $248,016)                                            $ (268,545)
------------------------------------------------------------------------------

Other Assets, Less Liabilities Excluding
  Securities Sold Short -- 5.7%                                     $  228,227
------------------------------------------------------------------------------

Net Assets -- 100.0%                                                $4,012,310
------------------------------------------------------------------------------

(1) Non-income producing security

See notes to financial statements

</TABLE>


Capital Appreciation Portfolio as of October 31, 2000

FINANCIAL STATEMENTS


<TABLE>
<CAPTION>

Statement of Assets and Liabilities

As of October 31, 2000

<S>                                                                <C>
Assets:
------------------------------------------------------------------------------
Investments, at value (cost $3,622,702)                             $4,052,628
Cash                                                                   203,997
Deposits with brokers for securities sold short                        248,016
Interest and dividends receivable                                        1,081
Other assets                                                               569
------------------------------------------------------------------------------
Total assets                                                        $4,506,291
------------------------------------------------------------------------------

Liabilities:
------------------------------------------------------------------------------
Payable for investments purchased                                   $  221,464
Securities sold short, at value (proceeds received of $248,016)        268,545
Other accrued expenses                                                   3,972
------------------------------------------------------------------------------
Total liabilities                                                   $  493,981
------------------------------------------------------------------------------
Net Assets applicable to investors' interest in Portfolio           $4,012,310
------------------------------------------------------------------------------

Sources of Net Assets
------------------------------------------------------------------------------
Net proceeds from capital contributions and withdrawals             $3,602,913
Net unrealized appreciation (computed on the basis of
  identified cost)                                                     409,397
------------------------------------------------------------------------------
Total                                                               $4,012,310
------------------------------------------------------------------------------


</TABLE>


<TABLE>
<CAPTION>

Statement of Operations

For the Period Ended
October 31, 2000(1)

<S>                                                                 <C>
Investment Income:
------------------------------------------------------------------------------
Interest                                                             $   8,444
Dividends                                                                1,497
------------------------------------------------------------------------------
Total investment income                                              $   9,941
------------------------------------------------------------------------------

Expenses:
------------------------------------------------------------------------------
Investment adviser fee                                               $   5,964
Custodian fee                                                            5,554
Legal and accounting services                                              329
Miscellaneous                                                              802
------------------------------------------------------------------------------
Total expenses                                                       $  12,649
------------------------------------------------------------------------------
Deduct --
  Reduction of custodian fee                                         $     749
------------------------------------------------------------------------------
Total expense reductions                                             $     749
------------------------------------------------------------------------------

Net expenses                                                         $  11,900
------------------------------------------------------------------------------

Net investment loss                                                  $  (1,959)
------------------------------------------------------------------------------

Realized and Unrealized Gain (Loss)
------------------------------------------------------------------------------
Net realized gain (loss) --
  Investment transactions (identified cost basis)                    $(151,565)
------------------------------------------------------------------------------
Net realized loss                                                    $(151,565)
------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation)
  Investments (identified cost basis)                                $ 409,397
------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)                 $ 409,397
------------------------------------------------------------------------------

Net realized and unrealized gain                                     $ 257,832
------------------------------------------------------------------------------

Net increase in net assets from operations                           $ 255,873
------------------------------------------------------------------------------

(1) For the period from the commencement of investment operations, June 29,
    2000 to October 31, 2000.

</TABLE>

See notes to financial statements


Capital Appreciation Portfolio as of October 31, 2000

FINANCIAL STATEMENTS CONT'D


<TABLE>
<CAPTION>

Statement of Changes in Net Assets

                                                          For the Period Ended
Increase (Decrease) in Net Assets                          October 31, 2000(1)
------------------------------------------------------------------------------
<S>                                                                <C>
From operations --
  Net investment loss                                               $   (1,959)
  Net realized loss                                                   (151,565)
  Net change in unrealized appreciation (depreciation)                 409,397
------------------------------------------------------------------------------
Net increase in net assets from operations                          $  255,873
------------------------------------------------------------------------------
Capital Transactions --
  Contributions                                                     $3,762,059
  Withdrawals                                                         (105,632)
------------------------------------------------------------------------------
Net increase in net assets from capital transactions                $3,656,427
------------------------------------------------------------------------------

Net increase in net assets                                          $3,912,300
------------------------------------------------------------------------------

Net Assets:
------------------------------------------------------------------------------
At beginning of year                                                $  100,010
------------------------------------------------------------------------------
At end of year                                                      $4,012,310
------------------------------------------------------------------------------

(1) For the period from the commencement of investment operations, June 29,
    2000 to October 31, 2000.

</TABLE>

See notes to financial statements


Capital Appreciation Portfolio as of October 31, 2000

FINANCIAL STATEMENTS CONT'D


<TABLE>
<CAPTION>

Supplementary Data

                                                          For the Period Ended
                                                           October 31, 2000(1)
------------------------------------------------------------------------------
<S>                                                                <C>
Ratios to average daily net assets
------------------------------------------------------------------------------
Expenses                                                                  1.36%(2)
Expenses after custodian fee reduction                                    1.28%(2)
Net investment loss                                                      (0.21%)(2)
Portfolio Turnover                                                          90%
------------------------------------------------------------------------------
Net assets, end of year (000's omitted)                                 $4,012
------------------------------------------------------------------------------

(1) For the period from the commencement of investment operations, June 29,
    2000 to October 31, 2000.

(2) Annualized

</TABLE>

See notes to financial statements


Capital Appreciation Portfolio as of October 31, 2000

NOTES TO FINANCIAL STATEMENTS

1  Significant Accounting Policies
-----------------------------------------------------------------------------
Capital Appreciation Portfolio (the Portfolio) is registered under the
Investment Company Act of 1940, as amended, as a diversified open-end
investment management company. The Portfolio, which was organized as a
trust under the laws of the State of New York on February 28, 2000,
seeks to achieve long-term, after-tax returns by investing in a
diversified portfolio of equity securities. The Declaration of Trust
permits the Trustees to issue beneficial interests in the Portfolio. The
following is a summary of significant accounting policies consistently
followed by the Portfolio in the preparation of its financial statements.
The policies are in conformity with generally accepted accounting
principles.

A  Investment Valuation -- Marketable securities, including options, that
are listed on foreign or U.S. securities exchanges or in the NASDAQ
National Market System are valued at closing sale prices, on the exchange
where such securities are principally traded. Futures positions on
securities or currencies are generally valued at closing settlement prices.
Unlisted or listed securities for which closing sale prices are not
available are generally valued at the mean between the latest bid and asked
prices. Short-term debt securities with a remaining maturity of 60 days or
less are valued at amortized cost, which approximates value. Other fixed
income and debt securities, including listed securities and securities for
which price quotations are available, will normally be valued on the basis
of valuations furnished by a pricing service. Over-the-counter options are
normally valued at the mean between the latest bid and asked price.
Investments for which valuations or market quotations are unavailable
are valued at fair value using methods determined in good faith by or at
the direction of the Trustees.

B  Income -- Dividend income is recorded on the ex-dividend date for
dividends received in cash and/or securities. However, if the
ex-dividend date has passed, certain dividends from foreign securities
are recorded as the Portfolio is informed of the ex-dividend date. Interest
income is determined on the basis of interest accrued, adjusted for
amortization of premium or accretion of discount when required for federal
income tax purposes.

C  Income Taxes -- The Portfolio is treated as a partnership for federal
tax purposes. No provision is made by the Portfolio for federal or state
taxes on any taxable income of the Portfolio because each investor in
the Portfolio is ultimately responsible for the payment of any taxes on
its share of such taxable income. Since some of the Portfolio's
investors are regulated investment companies that invest all or
substantially all of their assets in the Portfolio, the Portfolio
normally must satisfy the applicable source of income and
diversification requirements (under the Internal Revenue Code) in order
for its investors to satisfy them. The Portfolio will allocate at least
annually among its investors each investor's distributive share of the
Portfolio's net investment income, net realized capital gains, and any
other items of income, gain, loss, deduction or credit.

D  Expense Reduction -- Investors Bank & Trust Company (IBT) serves as
custodian of the Portfolio. Pursuant to the respective custodian
agreements, IBT receives a fee reduced by credits which are determined
based on the average daily cash balances the Portfolio maintains with
IBT. All significant credit balances used to reduce the Portfolio's
custodian fees are reported as a reduction of expenses on the Statement
of Operations.

E  Securities Sold Short -- The Portfolio may sell securities it does not
own in anticipation of a decline in the market price of the securities
or in order to hedge portfolio positions. The Portfolio will generally
borrow the security sold in order to make the delivery to the buyer.
Upon executing the transaction, the Portfolio records the proceeds as
deposits with brokers in the Statement of Assets and Liabilities and
establishes an offsetting payable for securities sold short for the
securities due on settlement. The proceeds are retained by the broker as
collateral for the short position. The liability is marked to market and
the Portfolio is required to pay the lending broker any dividend or
interest income earned while the short position is open. A gain or loss
is recorded when the security is delivered to the broker. The Portfolio
may recognize a loss on the transaction if the market value of the
securities sold increases before the securities are delivered.

F  Other -- Investment transactions are accounted for on the date the
securities are purchased or sold. Realized gains and losses are computed
based on the specific identification of securities sold.

G  Use of Estimates -- The preparation of the financial statements in
conformity with generally accepted accounting principles 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.

2  Investment Advisor Fee and Other Transactions
   with Affiliates
-----------------------------------------------------------------------------
The investment adviser fee is earned by Boston Management and Research
(BMR), a wholly-owned subsidiary of Eaton Vance Management (EVM), as
compensation for management and investment advisory services rendered to
the Portfolio. Under the advisory agreement, BMR receives a monthly
advisory fee of 13/240 of 1% (0.65% annually) of average daily net
assets of the Portfolio up to $500 million, and at reduced rates as
daily net assets exceed that level. For the period from commencement of
investment operations, June 29, 2000 to October 31, 2000, the advisory
fee amounted to $5,964. Except for Trustees of the Portfolio who are not
members of EVM's or BMR's organization, officers and Trustees receive
remuneration for their services to the Portfolio out of such investment
adviser fee. Trustees of the Portfolio that are not affiliated with the
Investment Adviser may elect to defer receipt of all or a percentage of
their annual fees in accordance with the terms of the Trustees Deferred
Compensation Plan. For the period from commencement of investment
operations, June 29, 2000 to October 31, 2000, no significant amounts
have been deferred. Certain officers and Trustees of the Portfolio are
officers of the above organizations.

3  Investment Transactions
-----------------------------------------------------------------------------
Purchases and sales of investments, other than short-term obligations,
aggregated $5,281,472 and $2,063,104, respectively, for the period from
commencement of investment operations, June 29, 2000 to October 31,
2000.

4  Federal Income Tax Basis of Investments
-----------------------------------------------------------------------------
The cost and unrealized appreciation (depreciation) in value of the
investments owned at October 31, 2000 as computed on a federal income
tax basis, were as follows:

Aggregate cost                       $3,670,977
-----------------------------------------------
Gross unrealized appreciation        $  515,952
Gross unrealized depreciation          (134,301)
-----------------------------------------------
Net unrealized appreciation          $  381,651
-----------------------------------------------

5  Line of Credit
-----------------------------------------------------------------------------
The Portfolio participates with other portfolios and funds managed by
BMR and EVM and its affiliates in a $150 million unsecured line of
credit agreement with a group of banks. Borrowings will be made by the
Portfolio solely to facilitate the handling of unusual and/or
unanticipated short-term cash requirements. Interest is charged to each
participating portfolio or fund based on its borrowings at an amount
above either the Eurodollar rate or federal funds rate. In addition, a
fee computed at an annual rate of 0.10% on the daily unused portion of
the line of credit is allocated among the participating portfolios and
funds at the end of each quarter. The Portfolio did not have any
significant borrowings or allocated fees during the period ended October
31, 2000.

6  Financial Instruments
-----------------------------------------------------------------------------
The Portfolio may trade in financial instruments with off-balance sheet
risk in the normal course of its investing activities to assist in
managing exposure to various market risks. These financial instruments
include written options and financial futures contracts, and may
involve, to a varying degree, elements of risk in excess of the amounts
recognized for financial statement purposes. The notional or contractual
amounts of these instruments represent the investment the Portfolio has
in particular classes of financial instruments and does not necessarily
represent the amounts potentially subject to risk. The measurement of
the risks associated with these instruments is meaningful only when all
related and offsetting transactions are considered. At October 31, 2000,
there were no outstanding obligations under these financial instruments.


Capital Appreciation Portfolio as of October 31, 2000

INDEPENDENT AUDITORS' REPORT

To the Trustees and Investors of
Capital Appreciation Portfolio:
-----------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of Capital Appreciation
Portfolio (the Portfolio) as of October 31, 2000, the related statement
of operations, the statement of changes in net assets and the
supplementary data for the period from the commencement of investment
operations, June 29, 2000 to October 31, 2000. These financial
statements and supplementary data are the responsibility of the
Portfolio's management. Our responsibility is to express an opinion on
these financial statements and supplementary data based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that
we plan and perform the audit to obtain reasonable assurance about
whether the financial statements and supplementary data are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at
October 31, 2000, by correspondence with the custodian and brokers;
where replies were not received from brokers, we performed other audit
procedures. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, such financial statements and supplementary data present
fairly, in all material respects, the financial position of Capital
Appreciation Portfolio at October 31, 2000, the results of its
operations, the changes in its net assets and its supplementary data for
period from the commencement of investment operations, June 29, 2000 to
October 31, 2000 in conformity with accounting principles generally
accepted in the United States of America.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
December 8, 2000


Eaton Vance Tax-Managed Capital Appreciation Fund as of October 31, 2000

INVESTMENT MANAGEMENT

Eaton Vance Tax-Managed Capital Appreciation Fund

Officers

James B. Hawkes
President

William H. Ahern, Jr.
Vice President

Thomas J. Fetter
Vice President

Armin J. Lang
Vice President

Michael R. Mach
Vice President

Robert B. MacIntosh
Vice President

Edward E. Smiley, Jr.
Vice President

James L. O'Connor
Treasurer

Alan R. Dynner
Secretary


Trustees

Jessica M. Bibliowicz
President and Chief Executive Officer,
National Financial Partners

Donald R. Dwight
President, Dwight Partners, Inc.

Samuel L. Hayes, III
Jacob H. Schiff Professor of Investment
Banking Emeritus, Harvard University
Graduate School of Business Administration

Norton H. Reamer
Chairman and Chief Operating Officer,
Hellman, Jordan Management Co., Inc.
President, Jordan Simmons Capital LLC and
Unicorn Corporation

Lynn A. Stout
Professor of Law,
Georgetown University Law Center

Jack L. Treynor
Investment Adviser and Consultant


Capital Appreciation Portfolio

Officers

James B. Hawkes
President and Trustee

Arieh Coll
Vice President and
Portfolio Manager

James L. O'Connor
Treasurer

Alan R. Dynner
Secretary


Trustees

Jessica M. Bibliowicz
President and Chief Executive Officer,
National Financial Partners

Donald R. Dwight
President, Dwight Partners, Inc.

Samuel L. Hayes, III
Jacob H. Schiff Professor of Investment
Banking Emeritus, Harvard University
Graduate School of Business Administration

Norton H. Reamer
Chairman and Chief Operating Officer,
Hellman, Jordan Management Co., Inc.
President, Jordan Simmons Capital LLC and
Unicorn Corporation

Lynn A. Stout
Professor of Law,
Georgetown University Law Center

Jack L. Treynor
Investment Adviser and Consultant


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Investment Adviser of Capital Appreciation Portfolio
Boston Management and Research
The Eaton Vance Building
255 State Street
Boston, MA 02109

Administrator of Eaton Vance Tax-Managed Capital Appreciation Fund
Eaton Vance Management
The Eaton Vance Building
255 State Street
Boston, MA 02109

Principal Underwriter
Eaton Vance Distributors, Inc.
The Eaton Vance Building
255 State Street
Boston, MA 02109
(617) 482-8260

Custodian
Investors Bank & Trust Company
200 Clarendon Street
Boston, MA 02116

Transfer Agent
PFPC, Inc.
Attn: Eaton Vance Funds
P.O. Box 9653
Providence, RI 02904-9653
(800) 262-1122

Independent Auditors
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116-5022


Eaton Vance Tax-Managed Capital Appreciation Fund
The Eaton Vance Building
255 State Street
Boston, MA 02109

-----------------------------------------------------------------------------
This report must be preceded or accompanied by a current prospectus
which contains more complete information on the Fund, including its
sales charges and expenses. Please read the prospectus carefully before
you invest or send money.
-----------------------------------------------------------------------------

824-12/00                                                    TMCAPSRC



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