Exhibit (a)(4)

EATON VANCE MUTUAL FUNDS TRUST

Amendment
of

Establishment and Designation of Series of Shares of Beneficial Interest, Without Par Value

(as amended effective December 10, 2001)

WHEREAS, the Trustees of Eaton Vance Mutual Funds Trust, a Massachusetts business trust (the "Trust"), have previously designated separate series (or "Funds"); and

WHEREAS, the Trustees now desire to add three additional series (i.e., Eaton Vance Tax-Managed Mid-Cap Stock Fund, Eaton Vance Tax-Managed Small Company Value Fund and Eaton Vance Tax-Managed Equity Asset Allocation Fund) and to further redesignate the series or Funds pursuant to Section 5.1 of Article V of the Trust's Amended and Restated Declaration of Trust dated August 17, 1993 (as further Amended) (the "Declaration of Trust");

NOW, THEREFORE, the undersigned, being at least a majority of the duly elected and qualified Trustees presently in office of the Trust, hereby divide the shares of beneficial interest of the Trust into the following separate series ("Funds"), each Fund to have the following special and relative rights:

1. The Funds shall be designated as follows effective December 10, 2001:

Eaton Vance Cash Management Fund Eaton Vance Equity Research Fund Eaton Vance Floating-Rate High Income Fund Eaton Vance Floating-Rate Fund Eaton Vance Government Obligations Fund Eaton Vance High Income Fund Eaton Vance International Growth Fund Eaton Vance Money Market Fund Eaton Vance Municipal Bond Fund Eaton Vance Strategic Income Fund Eaton Vance Tax Free Reserves Eaton Vance Tax-Managed Capital Appreciation Fund Eaton Vance Tax-Managed Emerging Growth Fund 1.1 Eaton Vance Tax-Managed Emerging Growth Fund 1.2 Eaton Vance Tax-Managed Growth Fund 1.1 Eaton Vance Tax-Managed Growth Fund 1.2 Eaton Vance Tax-Managed International Growth Fund Eaton Vance Tax-Managed Value Fund Eaton Vance Tax-Managed Young Shareholder Fund Eaton Vance Insured Tax-Managed Growth Fund Eaton Vance Insured Tax-Managed Emerging Growth Fund Eaton Vance Insured High Income Fund Eaton Vance Insured Tax-Managed International Growth Fund Eaton Vance Tax-Managed Mid-Cap Stock Fund Eaton Vance Tax-Managed Small Company Value Fund Eaton Vance Tax-Managed Equity Asset Allocation Fund

2. Each Fund shall be authorized to invest in cash, securities, instruments and other property as from time to time described in the Trust's then currently effective registration statements under the Securities Act of 1933 and the Investment Company Act of 1940. Each share of beneficial interest of each Fund ("share") shall be redeemable, shall be entitled to one vote (or fraction thereof in respect of a fractional share) on matters on which shares of that Fund shall be entitled to vote and shall represent a pro rata beneficial interest in the assets allocated to that Fund, all as provided in the Declaration of Trust. The proceeds of sales of shares of each Fund, together with any income and gain thereon, less any diminution or expenses thereof, shall irrevocably belong to such Fund, unless otherwise required by law. Each share of a Fund shall be entitled to receive its pro rata share of net assets of that Fund upon liquidation of that Fund.

3. Shareholders of each Fund shall vote separately as a class to the extent provided in Rule 18f-2, as from time to time in effect, under the Investment Company Act of 1940.

4. The assets and liabilities of the Trust shall be allocated among the above-referenced Funds as set forth in Section 5.5 of Article V of the Declaration of Trust, except as provided below:

(a) Costs incurred by each Fund in connection with its organization and start-up, including Federal and state registration and qualification fees and expenses of the initial public offering of such Fund's shares, shall (if applicable) be borne by such Fund.

(b) Reimbursement required under any expense limitation applicable to the Trust shall be allocated among those Funds whose expense ratios exceed such limitation on the basis of the relative expense ratios of such Funds.

(c) The liabilities, expenses, costs, charges and reserves of the Trust (other than the management and investment advisory fees or the organizational expenses paid by the Trust) which are not readily identifiable as belonging to any particular Fund shall be allocated among the Funds on an equitable basis as determined by the Trustees.

5. The Trustees (including any successor Trustees) shall have the right at any time and from time to time to reallocate assets and expenses or to change the designation of any Fund now or hereafter created, or to otherwise change the special and relative rights of any such Fund, and to terminate any Fund or add additional Funds as provided in the Declaration of Trust.

6. Any Fund may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of its property, including its good will, upon such terms and conditions and for such consideration when and as authorized by the Trustees; and any such merger, consolidation, sale, lease or exchange shall be deemed for all purposes to have been accomplished under and pursuant to the statutes of the Commonwealth of Massachusetts. The Trustees may also at any time sell and convert into money all the assets of any Fund. Upon making provision for the payment of all outstanding obligations, taxes and other liabilities, accrued or contingent, of such Fund, the Trustees shall distribute the remaining assets of such Fund ratably among the holders of the outstanding shares. Upon completion of the distribution of the remaining proceeds or the remaining assets as provided in this paragraph 6, the Fund shall terminate and the Trustees shall be discharged of any and all further liabilities and duties hereunder with respect to such Fund and the right, title and interest of all parties with respect to such Fund shall be canceled and discharged.

7. The Declaration of Trust authorizes the Trustees to divide each Fund and any other series of shares into two or more classes and to fix and determine the relative rights and preferences as between, and all provisions applicable to, each of the different classes so established and designated by the Trustees. The Funds shall have classes of shares established and designated as follows:

The Trustees may designate additional classes in the future. For purposes of allocating liabilities among classes, each class of that Fund shall be treated in the same manner as a separate series.

Dated:  December 10, 2001


/s/ Jessica M. Bibliowicz               /s/ Norton H. Reamer
--------------------------------        ---------------------------------
Jessica M. Bibliowicz                   Norton H. Reamer


/s/ Donald R. Dwight                    /s/ Lynn A. Stout
--------------------------------        ---------------------------------
Donald R. Dwight                        Lynn A. Stout


/s/ James B. Hawkes                     /s/ Jack L. Treynor
--------------------------------        ---------------------------------
James B. Hawkes                         Jack L. Treynor


/s/ Samuel L. Hayes, III
--------------------------------
Samuel L. Hayes, III

Exhibit (d)(8)

EATON VANCE MUTUAL FUNDS TRUST

INVESTMENT ADVISORY AGREEMENT

ON BEHALF OF

EATON VANCE TAX-MANAGED EQUITY ASSET ALLOCATION FUND

AGREEMENT made this 10th day of December, 2001, between Eaton Vance Mutual Funds Trust, a Massachusetts business trust (the "Trust"), on behalf of Eaton Vance Tax-Managed Equity Asset Allocation Fund (the "Fund") and Eaton Vance Management, a Massachusetts business trust (the "Adviser").

1. DUTIES OF THE ADVISER. The Trust hereby employs the Adviser to act as investment adviser for and to manage the investment and reinvestment of the assets of the Fund and to administer its affairs, subject to the supervision of the Trustees of the Trust, for the period and on the terms set forth in this Agreement.

The Adviser hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Adviser's organization in the choice of investments and in the purchase and sale of securities for the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for servicing the investments of the Fund and for administering its affairs and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Adviser's organization and all personnel of the Adviser performing services relating to research and investment activities. The Adviser shall for all purposes herein be deemed to be an independent contractor and shall, except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust.

The Adviser shall provide the Trust with such investment management and supervision as the Trust may from time to time consider necessary for the proper supervision of the Fund. As investment adviser to the Trust, the Adviser shall furnish continuously an investment program and shall determine from time to time what securities and other investments shall be acquired, disposed of or exchanged and what portion of the Fund's assets shall be held uninvested, subject always to the applicable restrictions of the Declaration of Trust, By-Laws and registration statement of the Trust under the Investment Company Act of 1940, all as from time to time amended. The Adviser is authorized, in its discretion and without prior consultation with the Trust, to buy, sell, and otherwise trade in any and all types of securities, commodities and investment instruments on behalf of the Fund. Should the Trustees of the Trust at any time, however, make any specific determination as to investment policy for the Fund and notify the Adviser thereof in writing, the Adviser shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Adviser shall take, on behalf of the Trust, all actions which it deems necessary or desirable to implement the investment policies of the Trust and of the Fund.

The Adviser shall place all orders for the purchase or sale of portfolio securities for the account of the Fund either directly with the issuer or with brokers or dealers selected by the Adviser, and to that end the Adviser is authorized as the agent of the Fund to give instructions to the custodian of the Fund as to deliveries of securities and payments of cash for the account of the Fund. In connection with the selection of such brokers or dealers and the placing of such orders, the Adviser shall use its best efforts to seek to execute security transactions at prices which are advantageous to the Fund and (when a disclosed commission is being charged) at reasonably competitive commission rates. In selecting brokers or dealers qualified to execute a particular transaction, brokers or dealers may be selected who also provide brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) to the Adviser and the Adviser is expressly authorized to pay any broker or dealer who provides such brokerage and research services a commission for executing a security transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and

research services provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities which the Adviser and its affiliates have with respect to accounts over which they exercise investment discretion. Subject to the requirement set forth in the second sentence of this paragraph, the Adviser is authorized to consider, as a factor in the selection of any broker or dealer with whom purchase or sale orders may be placed, the fact that such broker or dealer has sold or is selling shares of the Fund, or any other series of the Trust, or of any one or more investment companies sponsored by the Adviser or its affiliates.

2. COMPENSATION OF THE ADVISER. For the services, payments and facilities to be furnished hereunder by the Adviser, the Adviser shall be entitled to receive from the Trust an advisory fee in an amount equal to the following of the average daily net assets of the Fund throughout each month:

      Average Daily Net                         Annual Fee Rate
     Assets for the Month                       (For Each Level)
     --------------------                       ----------------

Up to $500 million                                   0.800%
$500 million but less than $1 billion                0.750%
$1 billion but less than $2.5 billion                0.725%
$2.5 billion but less than $5 billion                0.700%
$5 billion and over                                  0.675%

The foregoing advisory fee shall be reduced by the Fund's allocable share of any fee paid pursuant to an investment advisory agreement by any investment company advised by the Adviser or its affiliates in which the Fund invests its assets. Such compensation shall be paid monthly in arrears on the last business day of each month. The Fund's daily net assets shall be computed in accordance with the Declaration of Trust of the Trust and any applicable votes and determinations of the Trustees of the Trust. In case of initiation or termination of the Agreement during any month with respect to the Fund, the fee for that month shall be based on the number of calendar days during which it is in effect.

The Adviser may, from time to time, waive all or a part of the above compensation.

3. ALLOCATION OF CHARGES AND EXPENSES. It is understood that the Fund will pay all expenses other than those expressly stated to be payable by the Adviser hereunder, which expenses payable by the Fund shall include, without implied limitation, (i) expenses of organizing and maintaining the Fund and continuing its existence, (ii) registration of the Trust under the Investment Company Act of 1940, (iii) commissions, spreads, fees and other expenses connected with the acquisition, holding and disposition of securities and other investments, (iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi) governmental fees, (vii) expenses of issue, sale and redemption of shares,
(viii) expenses of registering and qualifying the Fund and its shares under federal and state securities laws and of preparing and printing registration statements or other offering statements or memoranda for such purposes and for distributing the same to shareholders and investors, and fees and expenses of registering and maintaining registrations of the Fund and of the Fund's principal underwriter, if any, as broker-dealer or agent under state securities laws, (ix) expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor, (x) expenses of reports to governmental officers and commissions, (xi) insurance expenses, (xii) association membership dues, (xiii) fees, expenses and disbursements of custodians and subcustodians for all services to the Fund (including without limitation safekeeping of funds, securities and other investments, keeping of books, accounts and records, and determination of net asset values), (xiv) fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund, (xv) expenses for servicing shareholder accounts, (xvi) any direct charges to shareholders approved by the Trustees of the Trust, (xvii) compensation and expenses of Trustees of the Trust who are not members of the Adviser's organization, (xviii) all payments to be made and expenses to be assumed by the Fund pursuant to any one or more distribution plans adopted by the Trust on

behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act of 1940, and (xix) such non-recurring items as may arise, including expenses incurred in connection with litigation, proceedings and claims and the obligation of the Trust to indemnify its Trustees, officers and shareholders with respect thereto.

4. OTHER INTERESTS. It is understood that Trustees and officers of the Trust and shareholders of the Fund are or may be or become interested in the Adviser as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of the Adviser are or may be or become similarly interested in the Fund, and that the Adviser may be or become interested in the Fund as a shareholder or otherwise. It is also understood that trustees, officers, employees and shareholders of the Adviser may be or become interested (as directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) which the Adviser may organize, sponsor or acquire, or with which it may merge or consolidate, and which may include the words "Eaton Vance" or any combination thereof as part of their name, and that the Adviser or its subsidiaries or affiliates may enter into advisory or management agreements or other contracts or relationships with such other companies or entities.

5. LIMITATION OF LIABILITY OF THE ADVISER. The services of the Adviser to the Trust are not to be deemed to be exclusive, the Adviser being free to render services to others and engage in other business activities. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses which may be sustained in the acquisition, holding or disposition of any security or other investment.

6. SUB-INVESTMENT ADVISERS. The Adviser may employ one or more sub-investment advisers from time to time to perform such of the acts and services of the Adviser, including the selection of brokers or dealers or other persons to execute the Fund's portfolio security transactions, and upon such terms and conditions as may be agreed upon between the Adviser and such sub-investment adviser and approved by the Trustees of the Trust, all as permitted by the Investment Company Act of 1940.

7. DURATION AND TERMINATION OF THIS AGREEMENT. This Agreement shall become effective upon the date of its execution, and, unless terminated as herein provided, shall remain in full force and effect through and including March 31, 2003 and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after March 31, 2003 is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the Fund and (ii) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Adviser or the Trust cast in person at a meeting called for the purpose of voting on such approval.

Either party hereto may, at any time on sixty (60) days' prior written notice to the other, terminate this Agreement without the payment of any penalty, by action of Trustees of the Trust or the trustees of the Adviser, as the case may be, and the Trust may, at any time upon such written notice to the Adviser, terminate this Agreement by vote of a majority of the outstanding voting securities of the Fund. This Agreement shall terminate automatically in the event of its assignment.

8. AMENDMENTS OF THE AGREEMENT. This Agreement may be amended by a writing signed by both parties hereto, provided that no amendment to this Agreement shall be effective until approved (i) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Adviser or the Trust cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the outstanding voting securities of the Fund.

9. LIMITATION OF LIABILITY. The Adviser expressly acknowledges the provision in the Declaration of Trust of the Trust limiting the personal liability of shareholders of the Fund, and the Adviser hereby agrees that it shall have recourse to the Trust or the Fund for payment of claims or obligations as between the Trust or the Fund and the Adviser arising out of this Agreement and shall not seek satisfaction from the shareholders or any shareholder of the Fund.

10. USE OF THE NAME "EATON VANCE". The Adviser hereby consents to the use by the Fund of the name "Eaton Vance" as part of the Fund's name; provided, however, that such consent shall be conditioned upon the employment of the Adviser or one of its affiliates as the investment adviser of the Fund. The name "Eaton Vance" or any variation thereof may be used from time to time in other connections and for other purposes by the Adviser and its affiliates and other investment companies that have obtained consent to the use of the name "Eaton Vance". The Adviser shall have the right to require the Fund to cease using the name "Eaton Vance" as part of the Fund's name if the Fund ceases, for any reason, to employ the Adviser or one of its affiliates as the Fund's investment adviser. Future names adopted by the Fund for itself, insofar as such names include identifying words requiring the consent of the Adviser, shall be the property of the Adviser and shall be subject to the same terms and conditions.

11. CERTAIN DEFINITIONS. The terms "assignment" and "interested persons" when used herein shall have the respective meanings specified in the Investment Company Act of 1940 as now in effect or as hereafter amended subject, however, to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order. The term "vote of a majority of the outstanding voting securities" shall mean the vote, at a meeting of shareholders, of the lesser of (a) 67 per centum or more of the shares of the Fund present or represented by proxy at the meeting if the holders of more than 50 per centum of the shares of the Fund are present or represented by proxy at the meeting, or (b) more than 50 per centum of the shares of the Fund.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.

EATON VANCE MUTUAL FUNDS TRUST
(on behalf of Eaton Vance Tax-Managed
Equity Asset Allocation Fund)

By:     /s/ James B. Hawkes
        ----------------------------------
        James B. Hawkes
        President

EATON VANCE MANAGEMENT

By:     /s/ Alan R. Dynner
        ----------------------------------
        Alan R. Dynner
        Vice President
        and not individually

                                                Sales           Prior Agreements
                                           Commissions on       Relating to Class B
Name of Fund Adopting this Agreement       Class B Shares       and/or Class C Assets
------------------------------------       --------------       ---------------------
Eaton Vance Government Obligations Fund         5%              Class B:  October 28, 1993
                                                                Class C:  October 28, 1993 / January 27, 1995

Eaton Vance High Income Fund*                   5%              Class B:  August 1, 1986 / July 7, 1993 / August 1, 1995
                                                                Class C:  January 27, 1995 / August 1, 1995

Eaton Vance Strategic Income Fund**            4.5%             Class B:  November 20, 1990 / July 7, 1993 / November 1, 1995
                                                                Class C:  March 1, 1994 / January 27, 1995 / November 1, 1995

Eaton Vance Tax-Managed Growth Fund 1.1         5%              Class B:  March 20, 1996
  (formerly Eaton Vance Tax-Managed                             Class C:  June 24, 1996
   Growth Fund)

Note: All Funds adopted a Distribution Agreement dated November 1, 1996

** This fund is a successor in operations to a fund which was reorganized, effective November 1, 1995, and the outstanding uncovered distribution charges of the predecessor fund were assumed by the above fund.

                                                                                          Sales Commission
                                                                                          ----------------
                                                                                     on Class          on Class
Name of Fund Adopting this Agreement (effective date)                                B Shares          D Shares
-----------------------------------------------------                                --------          --------
Eaton Vance Floating-Rate Fund (August 14, 2000)                                       6.25%              N/A
Eaton Vance Floating-Rate High Income Fund (June 19, 2000)                             6.25%              N/A
Eaton Vance Insured High Income Fund (June 22, 1998)                                   6.25%              N/A
Eaton Vance Insured Tax-Managed Emerging Growth Fund (June 22, 1998)                   6.25%              N/A
Eaton Vance Insured Tax-Managed Growth Fund (June 22, 1998)                            6.25%              N/A
Eaton Vance Insured Tax-Managed International Growth Fund (June 22, 1998)              6.25%              N/A
Eaton Vance Municipal Bond Fund (October 17, 1997)                                      5%                N/A
Eaton Vance Tax-Managed Capital Appreciation Fund (June 19, 2000)                      6.25%             6.25%
Eaton Vance Tax-Managed Emerging Growth Fund 1.1 (August 11, 1997)                      5%                N/A
   (formerly Eaton Vance Tax-Managed Emerging Growth Fund)
Eaton Vance Tax-Managed International Growth Fund (March 2, 1998)                       5%                 5%
Eaton Vance Tax-Managed Value Fund (August 16, 1999)                                    5%                 5%
Eaton Vance Tax-Managed Young Shareholder Fund (June 19, 2000)                         6.25%             6.25%
Eaton Vance Tax-Managed Growth Fund 1.2 (October 16, 2000)                             6.25%             6.25%
Eaton Vance Tax-Managed Emerging Growth Fund 1.2 (October 16, 2000)                    6.25%             6.25%
Eaton Vance International Growth Fund (June 18, 2001)                                   N/A               N/A
Eaton Vance Equity Research Fund (August 13, 2001)                                      N/A               N/A
Eaton Vance Tax-Managed Equity Asset Allocation Fund (December 10, 2001)               6.25%              N/A
Eaton Vance Tax-Managed Mid-Cap Stock Fund (December 10, 2001)                         6.25%              N/A
Eaton Vance Tax-Managed Small Company Value Fund (December 10, 2001)                   6.25%              N/A

Exhibit (i)

EATON VANCE MANAGEMENT
The Eaton Vance Building
255 State Street
Boston, MA 02109
Telephone: (617) 482-8260
Telecopy: (617) 338-8054

December 14, 2001

Eaton Vance Mutual Funds Trust
The Eaton Vance Building
255 State Street
Boston, MA 02109

Ladies and Gentlemen:

Eaton Vance Mutual Funds Trust (the "Trust") is a voluntary association (commonly referred to as a "business trust") established under Massachusetts law with the powers and authority set forth under its Declaration of Trust dated May 7, 1984, as amended (the "Declaration of Trust").

I am of the opinion that all legal requirements have been complied with in the creation of the Trust, and that said Declaration of Trust is legal and valid.

The Trustees of the Trust have the powers set forth in the Declaration of Trust, subject to the terms, provisions and conditions therein provided. As provided in the Declaration of Trust, the Trustees may authorize one or more series or classes of shares, without par value, and the number of shares of each series or class authorized is unlimited. The series and classes of shares established and designated as of the date hereof are identified on Appendix A hereto.

Under the Declaration of Trust, the Trustees may from time to time issue and sell or cause to be issued and sold shares of the Trust for cash or for property. All such shares, when so issued, shall be fully paid and nonassessable by the Trust.

I have examined originals, or copies, certified or otherwise identified to my satisfaction, of such certificates, records and other documents as we have deemed necessary or appropriate for the purpose of this opinion.

Based upon the foregoing, and with respect to Massachusetts law (other than the Massachusetts Uniform Securities Act), only to the extent that Massachusetts law may be applicable and without reference to the laws of the other several states or of the United States of America, I am of the opinion that under existing law:

1. The Trust is a trust with transferable shares of beneficial interest organized in compliance with the laws of the Commonwealth of Massachusetts, and the Declaration of Trust is legal and valid under the laws of the Commonwealth of Massachusetts.

Eaton Vance Mutual Funds Trust
December 14, 2001

2. Shares of beneficial interest of the Trust registered by Form N-1A may be legally and validly issued in accordance with the Declaration of Trust upon receipt of payment in compliance with the Declaration of Trust and, when so issued and sold, will be fully paid and nonassessable by the Trust.

I am a member of the Massachusetts bar and have acted as internal legal counsel to the Trust in connection with the registration of shares.

I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to Post-Effective Amendment No. 80 to the Trust's Registration Statement on Form N-1A pursuant to the Securities Act of 1933, as amended.

Very truly yours,

/s/ Maureen A. Gemma
---------------------------
Maureen A. Gemma
Vice President

Appendix A

Established and Designated Series of the Trust

Eaton Vance Cash Management Fund

Eaton Vance Equity Research Fund Eaton Vance Floating-Rate Fund(1) Eaton Vance Floating-Rate High Income Fund(1) Eaton Vance Government Obligations Fund(2) Eaton Vance High Income Fund(3)
Eaton Vance International Growth Fund Eaton Vance Money Market Fund
Eaton Vance Municipal Bond Fund(4) Eaton Vance Strategic Income Fund(2) Eaton Vance Tax Free Fund
Eaton Vance Tax-Managed Capital Appreciation Fund(5) Eaton Vance Tax-Managed Equity Asset Allocation Fund(6) Eaton Vance Tax-Managed Emerging Growth Fund 1.1(2) Eaton Vance Tax-Managed Emerging Growth Fund 1.2(6) Eaton Vance Tax-Managed Growth Fund 1.1(7) Eaton Vance Tax-Managed Growth Fund 1.2(6) Eaton Vance Tax-Managed International Growth Fund(5) Eaton Vance Tax-Managed Mid-Cap Stock Fund(6) Eaton Vance Tax-Managed Small Company Value Fund(6) Eaton Vance Tax-Managed Value Fund(5) Eaton Vance Tax-Managed Young Shareholder Fund(5) Eaton Vance Insured Tax-Managed Emerging Growth Fund(8) Eaton Vance Insured Tax-Managed Growth Fund(8) Eaton Vance Insured Tax-Managed International Growth Fund(8) Eaton Vance Insured High Income Fund(8)

(1) Advisers Class, Class B, C and I
(2) Class A, B and C
(3) Class B and C
(4) Class A, B and I
(5) Class A, B, C and D
(6) Class A, B, C, D and I
(7) Class A, B, C and I
(8) Class A and B

Exhibit (j)(1)

INDEPENDENT AUDITORS' CONSENT

We hereby consent to the use in this Post-Effective Amendment No. 80 to the Registration Statement on Form N-1A (1933 Act File No. 02-90946) of Eaton Vance Mutual Funds Trust of our report dated December , 2001, relating to the financial statement of the Tax-Managed Mid-Cap Stock Portfolio, which appears in such Registration Statement.

We also consent to the reference to us under the headings "Financial Highlights" in the prospectus and "Other Service Providers" in the statement of additional information, which are part of such Registration Statement.

                                /s/ Deloitte & Touche LLP
                                DELOITTE & TOUCHE LLP

December 12, 2001
Boston, Massachusetts

Exhibit (j)(2)

INDEPENDENT AUDITORS' CONSENT

We hereby consent to the use in this Post-Effective Amendment No. 80 to the Registration Statement on Form N-1A (1933 Act File No. 02-90946) of Eaton Vance Mutual Funds Trust of our report dated December 12, 2001, relating to the financial statement of the Tax-Managed Small Company Value Portfolio, which appears in such Registration Statement.

We also consent to the reference to us under the headings "Financial Highlights" in the prospectus and "Other Service Providers" in the statement of additional information, which are part of such Registration Statement.

                                /s/ Deloitte & Touche LLP
                                DELOITTE & TOUCHE LLP

December 12, 2001
Boston, Massachusetts

                                                              Sales              Date of Original Plans
Name of Fund Adopting This Plan                            Commission               (Inception Date)              Adoption Date
-------------------------------                            ----------               ----------------              -------------
Eaton Vance Government Obligations Fund                        5%        October 28, 1993                         June 23, 1997
Eaton Vance High Income Fund*                                  5%        August 1, 1986/July 7, 1993/             June 23, 1997
                                                                         June 19, 1995 (August 1, 1995)
Eaton Vance Strategic Income Fund**                           4.5%       November 20, 1990/July 7, 1993/          June 23, 1997
                                                                         June 19, 1995 (November 1, 1995)
Eaton Vance Tax-Managed Growth Fund                            5%        March 20, 1996                           June 23, 1997
Eaton Vance Tax-Managed Emerging Growth Fund                   5%        N/A                                      August 11, 1997
Eaton Vance Municipal Bond Fund                                5%        N/A                                      October 17, 1997
Eaton Vance Tax-Managed International Growth Fund              5%        N/A                                      March 2, 1998
Eaton Vance Insured Tax-Managed Growth Fund                   6.25%      N/A                                      June 22, 1998
Eaton Vance Insured Tax-Managed Emerging Growth Fund          6.25%      N/A                                      June 22, 1998
Eaton Vance Insured Tax-Managed International                 6.25%      N/A                                      June 22, 1998
   Growth Fund
Eaton Vance Insured High Income Fund                          6.25%      N/A                                      June 22, 1998
Eaton Vance Tax-Managed Value Fund                             5%        N/A                                      August 16, 1999
Eaton Vance Floating-Rate High Income Fund                    6.25%      N/A                                      June 19, 2000
Eaton Vance Tax-Managed Capital Appreciation Fund             6.25%      N/A                                      June 19, 2000
Eaton Vance Tax-Managed Young Shareholder Fund                6.25%      N/A                                      June 19, 2000
Eaton Vance Floating-Rate Fund                                6.25%      N/A                                      August 14, 2000
Eaton Vance Tax-Managed Growth Fund 1.2                       6.25%      N/A                                      March 1, 2001
Eaton Vance Tax-Managed Emerging Growth Fund 1.2              6.25%      N/A                                      March 1, 2001
Eaton Vance Tax-Managed Equity Asset Allocation Fund          6.25%      N/A                                      December 10, 2001
Eaton Vance Tax-Managed Mid-Cap Stock Fund                    6.25%      N/A                                      December 10, 2001
Eaton Vance Tax-Managed Small Company Value Fund              6.25%      N/A                                      December 10, 2001

** This fund is a successor in operations to a fund which was reorganized, effective November 1, 1995, and the outstanding uncovered distribution charges of the predecessor fund were assumed by the above fund.

                                                                      Date of Original Plans
Name of Fund Adopting this Plan                                          (Inception Date)               Adoption Date
-------------------------------                                          ----------------               -------------
Eaton Vance Government Obligations Fund                         October 28, 1993/January 27, 1995       June 23, 1997
                                                                (January 30, 1995)
Eaton Vance High Income Fund*                                   May 31, 1994/January 27, 1995           June 23, 1997
                                                                (January 30, 1995)/June 19, 1995
                                                                (August 1, 1995)
Eaton Vance Strategic Income Fund**                             March 1, 1994/January 27, 1995          June 23, 1997
                                                                (January 30, 1995)/June 19, 1995
                                                                (November 1, 1995)
Eaton Vance Tax-Managed Growth Fund                             June 24, 1996                           June 23, 1997
Eaton Vance Tax-Managed Emerging Growth Fund                    N/A                                    August 11, 1997
Eaton Vance Municipal Bond Fund                                 N/A                                    October 17, 1997
Eaton Vance Tax-Managed International Growth Fund               N/A                                     March 2, 1998
Eaton Vance Insured Tax-Managed Growth Fund                     N/A                                     June 22, 1998
Eaton Vance Insured Tax-Managed Emerging Growth Fund            N/A                                     June 22, 1998
Eaton Vance Insured Tax-Managed                                 N/A                                     June 22, 1998
   International Growth Fund
Eaton Vance Insured High Income Fund                            N/A                                     June 22, 1998
Eaton Vance Tax-Managed Value Fund                              N/A                                    August 16, 1999
Eaton Vance Tax-Managed Young Shareholder Fund                  N/A                                      May 1, 2000
Eaton Vance Floating-Rate High Income Fund                      N/A                                     June 19, 2000
Eaton Vance Tax-Managed Capital Appreciation Fund               N/A                                     June 19, 2000
Eaton Vance Floating-Rate Fund                                  N/A                                    August 14, 2000
Eaton Vance Tax-Managed Growth Fund 1.2                         N/A                                     March 1, 2001
Eaton Vance Tax-Managed Emerging Growth Fund 1.2                N/A                                     March 1, 2001
Eaton Vance Tax-Managed Equity Asset Allocation Fund            N/A                                   December 10, 2001
Eaton Vance Tax-Managed Mid-Cap Stock Fund                      N/A                                   December 10, 2001
Eaton Vance Tax-Managed Small Company Value Fund                N/A                                   December 10, 2001

** This fund is a successor in operations to a fund which was reorganized, effective November 1, 1995, and the outstanding uncovered distribution charges of the predecessor fund were assumed by the above fund.

Exhibit (o)

AMENDED AND RESTATED
MULTIPLE CLASS PLAN FOR EATON VANCE FUNDS

Dated December 10, 2001

WHEREAS, each trust (each a "Trust") listed on Schedule A engages in business as an open-end investment company and is registered as such under the Investment Company Act of 1940, as amended (the "Act");

WHEREAS, the Trustees (hereafter the "Trustees") of each Trust have established two or more classes of shares of each series of the Trust listed on Schedule A hereto (each a "Fund"), such classes having been designated Class A (or Advisers Class), Class B, Class C, Class D, Class I, Class R or Class S (the "Classes");

WHEREAS, each Fund is established in accordance with Section 18(f)(2) of the Act, its shares are registered on Form N-1A under the Securities Act of 1933, and it is entitled to have a multiple class plan adopted on its behalf by the Trust pursuant to Rule 18f-3 under the Act;

WHEREAS, the Trustees of the Trust desire to replace the currently effective multiple class plan dated December 11, 2000 by amending and restating herein the separate arrangements, expense allocations, and any related conversion features or exchange privileges of the Classes; and

WHEREAS, the Trustees of the Trust (including a majority of those Trustees who are not interested persons of the Trust) have determined that adoption of this Multiple Class Plan, including the expense allocations set forth herein, is in the best interests of each Class individually and each Fund as a whole.

NOW, THEREFORE, each Trust hereby adopts this Multiple Class Plan (the "Plan") on behalf of each Fund in accordance with Rule 18f-3 under the Act and containing the following terms and conditions:

1. Pursuant to each Fund's contractual arrangements and various actions taken by the Trustees and as described in the Funds' prospectuses, each Class of shares is subject to different distribution arrangements and accordingly is subject to different expenses related thereto, including distribution fees and shareholder service expenses. Class A shares are offered subject to an initial sales charge (or are designated Advisers Class shares without an initial sales load) and are subject to service fee payments in amounts not exceeding .25% of the average daily net assets attributable to such Class for each fiscal year. Class B and Class D shares are offered subject to a declining contingent deferred sales charge, a distribution fee of .75% of its average daily net assets and service fee payments in amounts not exceeding .25% of the average daily net assets attributable to such Class for each fiscal year. Class C shares are offered subject to a 1% contingent deferred sales charge for redemption within the first year, a distribution fee of .75% of its average daily net assets and service fee payments in amounts not exceeding .25% of the average daily net assets attributable to such Class for each fiscal year. Class I shares are offered at net asset value to certain investors and are not subject to distribution or service fee payments. Class S shares may be offered subject to a

declining contingent deferred sales charge of 1% in the first year after purchase and 1/2 of 1% in the second year, and service fee payments in amounts not exceeding .20% of average daily net assets attributable to such Class for each fiscal year. Class R shares are offered at net asset value to certain investors and are subject to distribution fee payments in amounts not exceeding .50% of its average daily net assets and service fee payments in amounts not exceeding .25% of the average daily net assets attributable to such Class for each fiscal year. These fees and sales charges may change over time. As described in the Funds' prospectuses, the sales charges described above may be reduced or waived under certain circumstances.

2. At the discretion of the Treasurer of the Trust, each Class may pay a different share of other expenses (not including advisory or custodial fees or other expenses related to the management of the Fund's assets, except for performance based advisory fees) that are actually incurred in a different amount by that Class or if the Class receives services of a different kind or to a different degree than another Class. Such expenses include, but are not limited to, the following (a) transfer agency costs (including entities performing account maintenance, dividend disbursing or subaccounting activities and administration of dividend reinvestment, systematic investment and withdrawal plans) attributable to a Class, (b) the cost of preparing, printing and mailing materials such as shareholder reports, prospectuses and proxy materials to current shareholders of a Class, (c) any registration, notice or filing fees of the Securities and Exchange Commission and state securities agencies, (d) the expense of administrative personnel and services required to support the shareholders of a Class, (e) Trustees' fees or expenses incurred as a result of issues or matters relating to a Class, and (f) legal, auditing and accounting expenses relating to a Class. The benefit of a waiver or reimbursement of expenses may be received in different amounts by Classes provided the Class receiving the waiver or reimbursement incurred or would have incurred such expenses pursuant to the foregoing. Such expense allocation is subject to the continuing availability of revenue procedures of the Internal Revenue Service to the effect that such allocations will not result in such Fund's dividends or distributions constituting "preferential dividends" under the Internal Revenue Code.

3. Income, realized and unrealized capital gains and losses, and expenses of the Fund not allocated to a particular Class pursuant to the foregoing shall be allocated to each Class on the basis of the net asset value of that Class in relation to the net asset value of the Fund.

4. Class B shares of each series of Eaton Vance Investment Trust held for the longer of (i) four years or (ii) the time at which the contingent deferred sales charge applicable to such shares expires will automatically convert to such Class A shares of such series. Such conversion will occur during the month following the expiration of the holding period. Such conversion shall be effected on the basis of the relative net asset values per share of the two Classes without the imposition of any sales load, fee or other charge. For purposes of this conversion, all distributions paid on such Class B shares which the shareholder elects to reinvest in Class B shares will be considered to be held in a separate sub-account. Upon the conversion of such Class B shares not acquired through the reinvestment of distributions, a pro rata portion of the Class B shares held in the sub-account will also convert to such Class A shares. This portion will be determined by the ratio that such Class B shares being converted bear to the total of Class B shares (excluding shares acquired through reinvestment) in the account.

5. For Funds that offer Class B or Class D shares on or after May 12, 2000, each newly offered Class B or Class D share ("Flip Class") shall automatically convert to Class A shares of the same Fund on the eighth annual anniversary on which Flip Class shares were purchased, unless otherwise noted on Schedule A. Such conversion will occur during the month following the expiration of the holding period. Such conversion shall be effected on the basis of the relative

net asset values per share of the two Classes without the imposition of any sales load, fee or other charge. For purposes of this conversion, all distributions paid on such Flip Class shares which the shareholder elects to be reinvested in such shares will be considered to be held in a separate sub-account. Upon the conversion of such Flip Class shares not acquired through the reinvestment of distributions, a pro rata portion of such shares held in the sub-account will also convert to Class A shares. This portion will be determined by the ratio that such Flip Class shares being converted bear to the total of such shares (excluding shares acquired through reinvestment) in the account.

6. Shares of one Class of a Fund may be voluntarily converted to another Class of the same Fund that bears lower fixed expenses at the discretion of a shareholder if the conversion is at relative net asset values and is permitted by the disclosure documents of the Fund.

7. Each Class of shares may be exchanged for shares of the same type of other funds in the Eaton Vance family of funds, which may change from time to time, subject to terms, conditions and limitations set forth in the relevant prospectuses.

8. This Plan shall not take effect until after it has been approved by both a majority of Trustees and a majority of those Trustees who are not interested persons of a Trust.

9. This Plan shall continue indefinitely, unless terminated or amended. All material amendments to this Plan shall be approved in the manner provided for Trustee approval of this Plan in Section 8. Additional series of a Trust with Classes of shares may become subject to this Plan upon Trustee approval as provided for in Section 8 and amendment of Schedule A hereto.

* * *

Atlanta Capital Intermediate Bond Fund                          Eaton Vance Growth Fund
Atlanta Capital Large-Cap Growth Fund                           Eaton Vance Information Age Fund
Atlanta Capital Small-Cap Fund                                  Eaton Vance Worldwide Developing Resources Fund
Eaton Vance Asian Small Companies Fund                          Eaton Vance Worldwide Health Sciences Fund
Eaton Vance Greater China Growth Fund

Eaton Vance California Limited Maturity Municipals Fund         Eaton Vance New Jersey Limited Maturity Municipals Fund
Eaton Vance Florida Limited Maturity Municipals Fund            Eaton Vance New York Limited Maturity Municipals Fund
Eaton Vance Massachusetts Limited Maturity Municipals Fund      Eaton Vance Ohio Limited Maturity Municipals Fund
Eaton Vance National Limited Maturity Municipals Fund           Eaton Vance Pennsylvania Limited Maturity Municipals Fund

Eaton Vance Alabama Municipals Fund                             Eaton Vance Mississippi Municipals Fund
Eaton Vance Arizona Municipals Fund                             Eaton Vance Missouri Municipals Fund
Eaton Vance Arkansas Municipals Fund                            Eaton Vance National Municipals Fund
Eaton Vance California Municipals Fund                          Eaton Vance New Jersey Municipals Fund
Eaton Vance Colorado Municipals Fund                            Eaton Vance New York Municipals Fund
Eaton Vance Connecticut Municipals Fund                         Eaton Vance North Carolina Municipals Fund
Eaton Vance Florida Municipals Fund                             Eaton Vance Ohio Municipals Fund
Eaton Vance Georgia Municipals Fund                             Eaton Vance Oregon Municipals Fund
Eaton Vance Kentucky Municipals Fund                            Eaton Vance Pennsylvania Municipals Fund
Eaton Vance Louisiana Municipals Fund                           Eaton Vance Rhode Island Municipals Fund
Eaton Vance Maryland Municipals Fund                            Eaton Vance South Carolina Municipals Fund
Eaton Vance Massachusetts Municipals Fund                       Eaton Vance Tennessee Municipals Fund
Eaton Vance Michigan Municipals Fund                            Eaton Vance Virginia Municipals Fund
Eaton Vance Minnesota Municipals Fund                           Eaton Vance West Virginia Municipals Fund

Eaton Vance Florida Insured Municipals Fund                     Eaton Vance High Yield Municipals Fund
Eaton Vance Hawaii Municipals Fund                              Eaton Vance Kansas Municipals Fund

Eaton Vance Floating-Rate Fund                                  Eaton Vance Tax-Managed Equity Asset Allocation Fund
Eaton Vance Floating-Rate High Income Fund                      Eaton Vance Tax-Managed Growth Fund
Eaton Vance Government Obligations Fund                         Eaton Vance Tax-Managed Growth Fund 1.2
Eaton Vance High Income Fund                                    Eaton Vance Tax-Managed International Growth Fund
Eaton Vance Municipal Bond Fund                                 Eaton Vance Tax-Managed Mid-Cap Stock Fund
Eaton Vance Strategic Income Fund                               Eaton Vance Tax-Managed Small Company Value Fund
Eaton Vance Tax-Managed Capital Appreciation Fund               Eaton Vance Tax-Managed Value Fund
Eaton Vance Tax-Managed Emerging Growth Fund                    Eaton Vance Tax-Managed Young Shareholder Fund
Eaton Vance Tax-Managed Emerging Growth Fund 1.2

Eaton Vance Emerging Markets Fund                               Eaton Vance Special Equities Fund
Eaton Vance Greater India Fund                                  Eaton Vance Stock Fund
Eaton Vance Investors Fund                                      Eaton Vance Total Return Fund

Exhibit (p)(2)

[ATLANTA CAPITAL LOGO]

CODE OF ETHICS AND FIRM POLICY ON STANDARDS OF PROFESSIONAL CONDUCT, CONFLICTS OF INTEREST, INSIDER TRADING AND PERSONAL INVESTING

(as amended effective12/26/00)

Atlanta Capital Management Company, L.L.C. (the "firm" or "ACM") depends upon a high level of public and client confidence for its success. That confidence can be maintained only if the firm's employees observe the highest standards of ethical behavior in the performance of their duties. The firm has adopted The Code of Ethics and The Standards of Professional Conduct of the Association for Investment Management and Research ("AIMR"). All firm employees are required to read and maintain familiarity with the provisions of these standards. The firm is keenly aware of potential conflicts of interest on the part of officers and employees in buying and selling securities in their personal portfolios. The following includes rules governing personal investing by firm officers and employees and their immediate families (hereinafter referred to as "employees") which were developed to minimize or eliminate such potential conflicts and to place the interests of our clients first.

THIS CODE OF ETHICS IS NOT INTENDED TO PROVIDE A COMPLETE DESCRIPTION OF THE LEGAL AND ETHICAL OBLIGATIONS OF THE FIRM'S EMPLOYEES AND CANNOT BE RELIED UPON AS SUCH. SITUATIONS MAY ARISE IN WHICH THE PROPER COURSE OF CONDUCT IS NOT CLEAR. IN THOSE SITUATIONS, AND WHENEVER THERE IS A QUESTION AS TO THE PROPRIETY OF A PARTICULAR COURSE OF CONDUCT OR THE INTERPRETATION OF THIS STATEMENT OF POLICY, THE COMPLIANCE OFFICER OR ANOTHER MEMBER OF THE FIRM'S ETHICS AND COMPLIANCE COMMITTEE SHOULD BE CONSULTED FOR ADVICE.

All information collected by the firm concerning securities transactions and compliance with the firm's Code of Ethics will be treated confidentially and retained in a secure place. While the firm will take measures to ensure the confidentiality of such data, it may be obliged from time to time to produce such materials for examination by the Securities and Exchange Commission or similar regulatory agencies who are empowered by law to gain such access.

An outline summary of the AIMR Code of Ethics and Standards of Professional Conduct has been included in this compliance package.

I. CODE OF ETHICS

An ACM employee must conduct himself with integrity and dignity and act in an ethical manner in his dealings with the public, clients, customers, employers, and fellow employees.

An ACM employee must conduct himself and should encourage others to act in a professional and ethical manner that will reflect credit on himself and his profession.

An ACM employee must act with competence and should strive to maintain and improve his competence and that of others in the profession.

An ACM employee must use proper care and exercise independent professional judgment.

II. CONFLICTS OF INTEREST

It is not possible to provide a precise, comprehensive definition of a conflict of interest. However, one factor which is common to all conflict of interest situations is the possibility that an employee's actions or decisions will be affected because of an actual or potential divergence between his or her personal interests and those of either the firm or its clients. A particular activity or situation may be found to involve a conflict of interest even though it does not result in any financial loss to either the firm or its clients and regardless of the motivation of the employee involved.

Employees are prohibited from engaging in other employment or business activities, including personal investments, which interfere with their duties to the firm, divide their loyalty or create or appear to create a conflict of interest. Each employee should promptly report any situation or transaction involving an actual or potential conflict of interest to his or her supervisor. The determination as to whether a conflict exists or is harmful shall be conclusive. Any conflict which the firm determines is harmful to the interests or reputation of the firm or its clients must be terminated.

III. POLICY FOR PERSONAL INVESTING

It is the policy of the firm to maintain the confidence of its clients and to ensure that their interests remain paramount to any benefits derived by the firm's employees from securities trading for the latter's personal benefit. It is also the firm's policy that its employees adhere to applicable laws and regulations pertaining to trading in securities.

1. ALL EMPLOYEE BROKERAGE ACCOUNTS TO BE MONITORED BY THE FIRM. Except as otherwise provided below, all employee and employee-related brokerage accounts must be maintained at broker-dealers or financial institutions which provide the Firm with duplicate copies of all monthly statements for such accounts. This policy applies to personal accounts and all other accounts over which the employee could be expected to exercise control, including accounts of a spouse or minor child(ren), any other relative of the employee (or spouse) living in the employee's home or to whom support is contributed, retirement accounts, and trust accounts for which the employee is the beneficiary of such accounts. The only accounts EXCLUDED from this provision are those over which the employee exercises NO control,
i.e., those over which some third person or entity exercises exclusive discretionary authority.

Upon opening, all new accounts for the benefit of an employee (as described above) must be reported to the Compliance Officer. At that time, the employee should advise the Compliance officer in writing of the name and number of the account, the name and address of the institution at which it is maintained. The employee must also ensure that duplicate copies of all statements and trade confirmations will be sent by the institution directly to the Firm, to the attention of the Compliance Officer.

2. PRIOR APPROVAL OF ALL SECURITIES TRANSACTIONS MUST BE OBTAINED. All employees must obtain approval from Compliance prior to entering an order for the purchase or sale of any security. To do so, the Firm's Trade Authorization Form must be completed and submitted to Compliance personnel for approval. Once the approval form is completed and singed, the trade can be execute within the pre-approved time frame. A copy of this form has been included as attachment I.

For purposes of Section III, the term "security" shall include such instruments as stocks, bonds, shares of registered closed-end investment companies, notes, warrants or other related financial instruments such as stock options. Prior approval is also required for the purchase of all fixed income instruments and bonds issued by states or municipalities.

The term "security" and the prior approval procedures described herein SHALL NOT APPLY to investments in the cash or futures market, in direct obligations of the United States Government, such as U.S. Treasury bills or notes, other securities issued or guaranteed by the U.S. Government or any of its agencies, banker's acceptances, bank certificates of deposit, commercial paper and shares of registered open-end investment companies (mutual funds), including money-market funds and futures contracts or options on futures.

3. GENERAL RULES RELATING TO EMPLOYEE TRADING. In any matter involving both the securities account of an employee and the investments of client with which the Firm has an investment management or advisory relationship, any actual or anticipated conflict of interest shall be resolved in favor of such client. It is intended that all investments or investment practices involving a possible conflict of interest will be avoided so as: (a) to prevent any impairment of a person's ability to be disinterested in making investment decisions and (b) to prevent any use of information arising out of possible actions being or to be recommended to a client for the benefit of a firm employee. In monitoring employee trading, the firm makes a distinction between two distinct types of client trades.

* PROGRAM TRADES- This type of trade involves large transactions across a group of accounts to establish, increase, remove or reduce positions related to the active management of client portfolios. This would also include trades for single accounts of more than $10,000,000 related to either the acquisition of new accounts or cash flows from existing accounts.

* CASH FLOW TRADES - This type of trade includes trades made in a single account due to cash flow changes directed by the client, or other circumstances not related to ACM's investment decision making process.

The Program/Cash Flow trade distinction will be used to prevent employee trading from affecting material transactions made for the benefit of clients. The Ethics and Compliance Committee reserves the right to review trading activity of employees which fall within either category to the extent that the underlying principles of fair dealing could be potentially violated.

The following guidelines and restrictions will be used in evaluated employee personal trading:

A. OVERALL POLICY - No employee transaction may be made in a security held in a client portfolio: (a) where the contemplated personal transaction may reasonably be anticipated to adversely affect the market price for the security in question; or (b) where a personal transaction is effected with the intention of benefiting from potential market reaction to portfolio transactions of a client. If there is a reasonable question as to whether the market price may be affected by a client transaction, the employee must ask for a determination by the Ethics & Compliance Committee before the employee transaction takes place.

B. BLACK OUT PERIOD - No employee may initiate a transaction in a security in THE FIVE TRADING DAYS PRIOR to the initiation of firm Program trades in that same security. In addition, an employee may not have a transaction in a security, which has been traded by the firm, UNTIL TWO TRADING DAYS AFTER the last firm program trade transactions have been completed.

C. BLACK OUT PERIOD EXEMPTIONS - The provisions of section B. above DO NOT APPLY to personal transactions in large capitalization securities which meet BOTH of the following criteria: ----

a. Purchase or sale of securities included in the Russell 1000 index.

b. Trades of 500 shares or less.

Any personal securities transaction, which does not meet both of the above provisions, is subject to all rules outlined in section B. above. This provision does not negate the pre-approval requirement outlined in sections 2. ALL ORDERS FOR THE PURCHASE OR SALE OF SECURITIES MUST BE APPROVED BY THE TRADING DESK PRIOR TO ENTRY. It is the intent of ACM to avoid any conflict of interest arising from same day trading of employee and client accounts regardless of the security capitalization. Individual trades may be approved at the discretion of the Trading Desk through the preclearance process.

D. SHORT SELLS - At no time may an employee sell short any security held in client portfolios. Where an employee believes such short selling to be part of a legitimate hedge strategy, he or she must set forth the strategy in a written memorandum to the Ethics & Compliance Committee for its approval, prior to entering any order to effect such a strategy.

E. DIRECT CLIENT SALES - No employee may purchase a security from or sell a security directly to an Atlanta Capital client.

F. PURCHASE OF INITIAL PUBLIC OFFERINGS (IPO'S) - Employees are prohibited from purchasing all IPOs on the original offering. After the security begins public trading, employees can trade the security in accordance with the firm Policy Guidelines contained herein.

G. PRIVATE PLACEMENTS - Firm employees must obtain prior approval from the compliance committee for all private placements of securities. The committee will review all such private placement transactions and any approvals will be documented in writing, detailing the rationale for the approval of the transaction.

H. SHORT TERM TRADING - No employee may profit from the purchase and sale, or sale and repurchase, of the same or equivalent security within 30 calendar days. The Compliance Committee reserves the right to approve transactions within the 30-day period for exceptional or unusual circumstances. The employee should consult the Compliance Officer as such circumstances arise.

I. FRAUD - At no time may any employee who effects the direct or indirect purchase or sale of a security for a personal account or for a client:
(a) employ any device, scheme or artifice to defraud a client; (b) make any untrue statement of a material fact to a client or omit to state a material fact necessary in order to make the statement made, in light of the circumstances under which they are made, not misleading; (c) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a client; or
(d) engage in any manipulative practice with respect to a client.

4. REVIEW PROCESS - The Ethics & Compliance Committee of the Firm will establish procedures for the review of employee trading including procedures for prior approval of transactions and review of all monthly brokerage statements to monitor trading activity. Such review is intended to identify trades that may violate the prohibitions regarding insider trading, potential conflicts with clients' interests and other potential violations of applicable federal and state securities laws, and the rules and regulations of the SEC. Among the factors that will be considered in the review will be the number and dollar value of the transactions, the trading volume of the securities in question, the length of time the security is held by the individual and the individual's involvement in the investment process. While the focus of this procedure of the code is "patterns", it is important to note that a violation could result from a single transaction if the circumstances warrant a finding that the underlying principles of fair dealing have been violated.

Access to such materials will be restricted to those persons who are assigned by the Ethics and Compliance Committee to perform the review functions and all such materials will be maintained as confidential documents. Such materials may be provided to the SEC or other governmental bodies who are authorized by law to obtain access.

5. DISCIPLINARY PROCEDURES. - In all cases, the firm reserves the right to disapprove, reverse or cancel for cause any trade at the employee's expense. From time to time, employees may also be frozen in or prohibited from trading securities in which they have positions due to potential conflict situations.

6. QUARTERLY REPORTING REQUIREMENT - Each employee must complete a quarterly report attesting to complete reporting of all personal transactions that will be reviewed by the compliance officer. These records will be maintained in the firm offices. The above rules are not intended to preclude client stocks from use in employee's personal portfolios. This policy is intended to insure that the clients' interest and rights are always before the employees'.

IV. POLICIES ON PROTECTING INFORMATION AND PROHIBITION AGAINST INSIDER TRADING

It is the policy of the firm to protect confidential and proprietary information held by and/or entrusted to it, including information on the investment and business activities of its clients. This policy also applies to the firm's investment strategies, research and analysis, and the trading activities of its employees.

Any employee who trades, either personally or on behalf of others (including private accounts managed by the firm) on material nonpublic information or communicates material nonpublic information to others is in violation of the law. This conduct is frequently referred to as "insider trading". The following statement represents ACM's insider trading policy:

This statement represents the policy of Atlanta Capital Management Company, LLC with respect to the receipt and use of material nonpublic information. As an essential part of your work, many of you may have access to material nonpublic information. Those of you who possess such information hold a special position of trust and confidence toward it.

Court and SEC administrative decisions interpreting the antifraud provisions of the federal securities laws generally make it unlawful for any person to trade securities for themselves or their clients while in possession of material nonpublic information or selectively to disclose such information to others who may trade. Violation of these provisions may result in civil and criminal penalties, including fines and jail sentences, as well s dismissal by the company. Although there are exceptions to these prohibitions, these exceptions are limited.

"Nonpublic" information is any information that has not been disclosed generally to the marketplace. Information received about the firm or its clients that is not yet in general circulation should be considered nonpublic. Similarly, information received about another company in circumstances indicating that is not yet in general circulation should be considered nonpublic. As a general rule, one should be able to point to some fact to show that the information is widely available: for example, it publication in The Wall Street Journal or in other major news or professional publications. Even after ACM has released information to the press and the information has been reported, at least 24 hours must be allowed for the general marketplace to learn and evaluate that information before requesting authorization to trade the securities in question.

"Material" information is any information about a company or the market for the company's securities that is likely to be considered important by reasonable investors, including reasonable speculative investors, in determining whether to trade. Information that affects the price of the company's securities is likely to be deemed material.

While is not possible to identify in advance all information that will be deemed to be material, some illustrations of such information would include earnings, dividend actions, mergers and acquisitions, major discoveries, major new products, significant advances in research, major personnel changes, labor negotiations, price changes or major marketing changes, government investigations, or significant litigation.

Material nonpublic information might be inadvertently disclosed to you by a firm partner, officer or employee or might be disclosed to you by persons with business relationships with the firm. In such instances, you should immediately report the facts to a member of the Ethics & Compliance Committee for a decision regarding appropriate steps.

In addition, whenever you receive information about a company, you should refrain from trading while in possession of that information unless you first determine that the information is either public, non-material, or both. You should also refrain from disclosing the information to others, such as family, relatives, business, or social acquaintances, who do not need to know it for legitimate business reasons. If you have any questions at all as to whether the information is material or nonpublic, you must resolve the questions or questions before requesting a trading authorization or divulging the information. If any doubt remains, you should contact a member of the Ethic & Compliance Committee or appropriate firm counsel.

If there is any unresolved question in your mind as to the applicability or interpretation of these standards or the propriety of any trading or disclosure, the issue should be discussed with the Ethics & Compliance Committee prior to trading or disclosure of the information.

THE PENALTIES FOR VIOLATIONS OF THE LAW IN THIS AREA ARE SEVERE. In order to protect the integrity of the firm and preserve the confidence of our clients, any doubts about the propriety of a particular transaction should be resolved by not doing it.

VI. CONTACTS BY REGULATORS, PRESS AND OTHERS

All contacts or inquiries by representatives of federal or state law enforcement agencies, or by other regulators, including representatives of the Securities and Exchange Commission, the Georgia Securities Commission, the New York Stock Exchange, the American Stock Exchange and the NASD should be reported promptly to the Compliance officer or a member of the Executive Committee. The Compliance officer shall respond to all requests for information.

Absent the express prior approval of the Executive Committee, only they may discuss the firm business with representatives of the press or other media.

In addition, extreme caution should be exercised in disclosing information learned from or about clients to anyone, including other clients or the press, which pertains to matters that the firm has learned of from other clients.

VII. VIOLATIONS

Violations of any of the foregoing policies or the Standards of Conduct set forth herein may be subject to disciplinary action including fines, withholding of pay until appropriate forms are filed or more sever penalties. If deemed to be serious violations by the Ethics and Compliance Committee, they may be considered grounds for dismissal.

Any employee who becomes aware of a violation of these policies or the firm Code of Ethics must immediately report the violation to the Compliance officer.

VIII. REPORTING, REVIEW AND ACKNOWLEDGMENT

Upon commencing association with the firm, and annually thereafter, all employees will be required to review this Code of Ethics, complete and sign the attached Acknowledgment and Disclosure Statement. In addition, within 10 days upon employment, all employees are required to file an initial holdings report of all securities beneficially owned (as defined in section
III) and the name of the broker, dealer or bank with whom the employee maintains securities accounts.

Annual holdings reports containing information on all securities beneficially owned by the employee including the name of the broker, dealer, or bank with whom the employee maintains a securities account will be filed within 10 days of each fiscal year end, based on holdings as of the year end date.

Finally, no later than 10 days after each calendar quarter end, a report of any personal securities transactions for that quarter must be filed with the compliance officer. FAILURE TO ACCURATELY COMPLETE THE FORM MAY SUBJECT AN EMPLOYEE TO DISCIPLINARY ACTION AND MAY BE CONSIDERED GROUNDS FOR DISMISSAL.

Compliance Officer-                 R. Kelly Williams, Jr. -
                                      Vice President - Finance
Ethics & Compliance Committee -     William R. Hackney, III -
                                      Managing Partner
                                    Daniel W. Boone, III - Senior Partner
                                    Dallas L. Lundy - Partner
                                    Deborah H. Bishop - Vice President

Exhibit (p)(3)

FOX ASSET MANAGEMENT INC.

CODE OF ETHICS

AMENDED AND RESTATED AS OF JULY 15, 2000

1. PURPOSES

(a) Fox Asset Management, Inc. (the "Firm") believes that adherence to the highest ethical standards is an essential ingredient in maintaining the continuing confidence of all of our clients and therefore the long-term success of our business. While we must ultimately depend upon the integrity of our employees in following the principle that clients' interests always come first, our code of ethics is designed to provide safeguards to help assure that our clients' interests come before the personal investment decisions of Firm personnel. However, just as in our investments we prefer to own stocks in companies in which the management also has a personal investment interest, we believe that, subject to appropriate safeguards, personal investing by our personnel in securities also purchased for client accounts can benefit clients by aligning their financial interests and providing the shared experience of specific stock market risks and opportunities. Therefore, the Firm adopts the following standards of conduct to ensure strict compliance by employees of their personal securities transactions involving portfolio securities purchased and sold by the Firm for its clients.

(b) This code of ethics (the "Code") is intended to comply with Rule 17j-1 under the Investment Company Act of l940, as amended (the "Company Act"), which requires the Firm to adopt a code of ethics containing provisions reasonably necessary to prevent specified individuals from engaging in certain conduct. The Code is also intended to comply with the provisions of Rule 204-2 of the Investment Advisers Act of 1940, as amended (the "Advisers Act"), which requires the Firm to maintain records of securities transactions in which certain of its personnel have any Beneficial Ownership. As required by Section 204A of the Advisers Act the Firm has adopted procedures that seek to prevent, detect and impose sanctions against insider trading, which are attached as Exhibit B.

(c) The Code is intended to ensure that the personal securities transactions of persons subject to its provisions are conducted in accordance with the following principles:

(i) A duty at all times to place first the interests of Clients (as defined below in Section 2);

(ii) The requirement that all personal securities transactions be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's responsibility and position of trust; and

(iii)The fundamental standard that employees of the Firm not take inappropriate advantage of their positions.

(d) In addition to the specific prohibitions on certain personal securities transactions as set forth below, all employees of the Firm and all members of the Board of Directors of the Firm are prohibited, in connection with the purchase or sale, directly or indirectly, by such persons of a Covered Security from:

(i) acting in any manner to defraud any Client;

(ii) making to any Client or to a Designated Supervisory Person (each as defined below) any untrue statement of a material fact or omitting to state to such person a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

(iii)engaging in any act, practice or course of business which does or could defraud or deceive any Client;

(iv) engaging in any manipulative practice with respect to any Client; or

(v) revealing to any other person (except in the normal course of his or her duties on behalf of a Client) any information regarding securities transactions by any Client or the consideration by any Client or the Firm of any such securities transactions.

2. DEFINITIONS

The following definitions apply for purposes of the Code and Statement in addition to the definitions contained elsewhere herein.

(a) "Beneficial Ownership" is interpreted in the same manner as in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 (i.e., the power to vote or direct the disposition of a security) and includes ownership by any person who has or shares a direct or indirect financial interest in a Security.

(b) "Client" means any person or entity, including an investment company, for which the Firm serves as investment manager, adviser or sub-adviser.

(c) "Designated Supervisory Person" refers to J. Peter Skirkanich, President or James P. O'Mealia, Managing Director, or George C. Pierides, Managing Director or John R. Sampson, Managing Director.

(d) "Head of Trading" refers to Joseph V. Gugliuzzo, Head Trader.

(e) "IPO" means an offering of securities registered under the Securities Act of 1933 (the "1933 Act"), the issuer of which, immediately before the registration, was not subject to the reporting requirements of the Securities Exchange Act of 1934.

(f) "Limited Offering" means an offering that is exempt from registration under the 1933 Act.

(g) "Personal Account" refers to an account in which an individual subject to the Code has any Beneficial Ownership and a brokerage account maintained by or for:

(i) the individual's spouse (other than a legally separated or divorced spouse) or minor children,

(ii) any person who resides with the individual, and

(iii)any other account (except a Client account) with respect to which the individual has investment discretion.

Notwithstanding the above, for purposes of this Code, neither Fox Genesis-Balanced Fund, L.P. nor Fox Genesis-Large Cap Equity Fund, L.P nor Fox Genesis-Small-Cap Fund, L.P. nor Navesink Partners, L.P. nor Edgewood Partners, L.P. nor Ocean Partners, LLC shall be treated as a "Personal Account".

(h) "Covered Security" has the meaning set forth in Section 2(a)(36) of the Company Act and includes any derivative of a security, commodities, options or forward contracts, except that it shall not include shares of open-end investment companies registered under the Company Act, direct obligations of the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short term debt instruments, including repurchase agreements.

(i) Purchase or sale of a Covered Security includes, among other things, the writing of an option to purchase or sell a Covered Security.

(j) A Security is "Under Active Consideration" for purchase or sale when such Security is subject to active analytical review in anticipation of developing or refining an investment opinion or the Security in question may be a candidate to be purchased or to be sold at or about at the current market price on behalf of a Client as determined by the Head of Trading or by being listed on the firm's Restricted List.

3. PROHIBITED PURCHASES AND SALES

Personal Account securities transactions shall be effected in accordance with the following provisions. No employee of the Firm:

(i) shall purchase or sell, any Security in which the employee has (or after such transaction would have) any Beneficial Ownership unless such employee obtains the prior written approval from a Designated Supervisory Person, to the transaction. The Designated Supervisory Person (assuming that he has no personal interest in the subject transaction) may approve the transaction if he

concludes that the transaction is not likely to have any adverse economic impact on a Client or on a Client's ability to purchase or sell Securities of the same class or other Securities of the issuer involved.

(ii) Request for preclearance must be made in writing by filling out and signing the form entitled "Employee Request for Security Trade Approval," a copy of which is attached. The signed approval form will be filed with the confirm for the transaction and kept on file for five years by the Compliance Department. Approval will not be granted by a Designated Supervisory Person while there is a pending block purchase or sale order at or about the current market price in that same Security for multiple clients.

(iii)Once a security is no longer Under Active Consideration for purchase or sale by a Client, employees of the Firm may be permitted to buy or sell that Security after a waiting period of two business days. The two day waiting period may be waived, in the sole discretion of a Designated Supervisory Person, under the following circumstances: (a) if an order by an employee of the Firm to purchase or sell a Security would represent less than 5% of the average daily market trading volume for that Security for the preceding three months (as determined and documented by the Head of Trading) and (b) if the employee's order is a sell order, all Client orders within the prior two business days have been sell orders and no Client currently owns such Security. In the event a decision is made to waive the waiting period, the basis of the decision must be reflected in writing on the approval form.

(iv) At no time will Client and Firm employee orders for Securities be commingled.

(v) Employees must obtain approval from a Designated Supervisory Person before directly or indirectly acquiring Beneficial Ownership in any securities in an IPO or in a Limited Offering.

4. EXEMPTED TRANSACTIONS

The requirements of Section 3(i) through (iv) of the Code and Statement do not apply to:

(a) purchases or sales that are non-volitional on the part of either a Firm employee or a Client or are pursuant to a dividend reinvestment plan; and

(b) purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of the issuer's Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

5. REPORTING

(a) All employees of the Firm must report to the Compliance Department the information described in (i)-(iv) below with respect to transactions in any Security in which such employee or the employee's family (including spouse, minor children and adults living in the same household) has, or by reason of such transaction acquires any Beneficial Ownership in the Security, within 10 days of the end of the calendar quarter in which such transactions took place.

(i) the date of the transaction, the title and the number of shares, and the principal amount of each Security involved;

(ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(iii) the price at which the transaction was effected; and

(iv) the name of the broker, dealer or bank with or through whom the transaction was effected.

(b) Any such report may contain a statement that the report is not to be construed as an admission by the person making the report that he or she has any direct or indirect Beneficial Ownership in the Security to which the report relates.

(c) All employees must direct their brokers to submit to the Compliance Department a duplicate copy of the confirmation of each personal Securities transaction in such Personal Account and a copy of the employee's monthly or quarterly statements for the account.

(d) The Compliance Department shall maintain the reports required by paragraph (a) above and such other records, if any, as are required by Rule 17j-1 under the Company Act and Rule 204-2 under the Advisers Act. All reports furnished pursuant to this Section will be kept confidential, subject to the rights of inspection by a Designated Supervisory Person, the Securities and Exchange Commission or other regulatory bodies and by other third parties pursuant to applicable law.

(e) All employees shall, within 10 days of their commencement of employment with the Firm, and annually thereafter, submit a statement to the Compliance Department listing all of the (i) Covered Securities in which the employee has any Beneficial Ownership, (ii) business activities in which the employee has a significant role and (iii) the names of any brokerage firms or banks where the employee maintains an account and the date the account was established. The statement must be current as of a date no more than 30 days before the statement is submitted. Statements under this Section shall carry the date when submitted to the Compliance Department.

(f) An employee shall not be required to submit reports with respect to transactions effected for, and Covered Securities held in any personal account over which the employee has no direct or indirect influence or control.

(g) Each person subject to the Code and Statement must certify annually that he or she has read and understands the Code and Statement, recognizes that he or she is subject thereto and has complied with its provisions and disclosed or reported all personal securities transactions required to be disclosed or reported by the Code and Statement. Such certificates and reports are to be given to the Compliance Department.

6. PROHIBITED PURCHASES AND SALES FOR NON-EMPLOYEE DIRECTORS OF THE FIRM OF THE FUND

(a) The requirements described in Section 3 (i) - (iv) above, shall be applicable to directors of the Firm who are not employees of the Firm if such director had actual knowledge that during the 15-day period preceding or following a purchase or sale of a Security in the director's Personal Account such Security was Under Active Consideration for purchase or sale by a Client.

7. SANCTIONS

Upon learning of a violation of the Code, the Firm, with the advice of a Designated Supervisory Person, may impose such sanctions as it deems appropriate, including, among other things, censure, suspension or termination of service. Individuals subject to the Code and Statement who fail to comply with the Code and Statement may also be violating the federal securities laws or other federal and state laws. Any such person who is suspected of violating the Code should be reported immediately to a Designated Supervisory Person or the Compliance Department.

8. RECORDKEEPING

(a) The Compliance Department shall keep the following records:

(i) a copy of each Code that is in effect, or at any time within the past five years was in effect, maintained in an easily accessible place;

(ii) a record of any violation of the Code and of any action taken as a result of the violation, maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs;

(iii)a copy of each report made by employees maintained for at least five years after the end of the fiscal year in which the report is made, the first two years in an easily accessible place;

(iv) a record of all persons currently or within the past five years, who are or were required to make reports or who are or were responsible for reviewing these reports, maintained in an easily accessible place;

(v) a copy of every report required by Section 9 of the Code must be maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place; and

(vi) a copy of all preclearance approvals, for at least five years after the fiscal year in which the approval is granted.

9. ADMINISTRATION OF THE CODE

(a) A Designated Supervisory Person shall be responsible for approving preclearance requests.

(b) The Compliance Department shall be responsible for reviewing reports of securities holdings, brokerage confirmations and periodic statements to determine whether all employees are complying with the Code.

(c) The Compliance Department shall inform employees of their reporting and other obligations under the Code.

(d) The Compliance Department shall maintain a current list of all employees subject to the Code.

(e) The Compliance Department shall periodically report to the President of the Firm regarding the administration of the Code.

(f) The Compliance Department shall submit a written report annually to the Board of Directors of any Fund for which the Firm acts as investment advisor (i) describing any issues arising under the Code since the last such report, including, but not limited to, information about material violations of the Code and sanctions imposed in response to the material violations; and (ii) certifying that the Firm has adopted procedures reasonably necessary to prevent its employees from violating the Code.

EXHIBIT A

PERSONAL TRANSACTION PRE-APPROVAL REPORT

This note is to indicate that I, _________________________, intend to

BUY/SELL __________________ shares of ___________________________ in my personal

account as of ____________________.

The account number _____________________________ and the account is

Domiciled______________________________.

Signed, Approved by,

The actual execution was ____________________ shares BOUGHT / sold @

$___________ per share as of ____________________________.

EXHIBIT B

FOX ASSET MANAGEMENT INC.
POLICIES FOR PREVENTING INSIDER TRADING

SECTION I. POLICY STATEMENT ON INSIDER TRADING

A. INTRODUCTION

Fox Asset Management, Inc. (the "Firm") seeks to foster a reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in us by investors in accounts managed by the Firm is something we should value and endeavor to protect. To further that goal, this Policy Statement implements procedures to deter the misuse of material, nonpublic information in securities transactions.

Trading securities while in possession of material, nonpublic information or improperly communicating that information to others may expose you to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The Securities and Exchange Commission can recover the profits gained or losses avoided through the violative trading, impose a penalty of up to three times the illicit windfall and issue an order permanently barring you from the securities industry. Finally, you may be sued by investors seeking to recover damages for insider trading violations.

Regardless of whether a government inquiry occurs, the Firm views seriously any violation of this Policy Statement. Such violations constitute grounds for disciplinary sanctions, including dismissal.

B. SCOPE OF THE POLICY STATEMENT

This Policy Statement is drafted broadly; it will be applied and interpreted in a similar manner. This Policy Statement applies to securities trading and information handling by directors, officers and employees of the Firm including family members, and extends to activities within and outside their duties at the Firm.

The law of insider trading is unsettled; an individual legitimately may be uncertain about the application of the Policy Statement in a particular circumstance. Often, a single question can forestall disciplinary action or complex legal problems. You should direct any questions relating to the Policy Statement to J. Peter Skirkanich, President or James P. O'Mealia, Managing Director, or George C. Pierides, Managing Director or John R. Sampson, Managing Director. You also must notify The Compliance Department immediately if you have any reason to believe that a violation of the Policy Statement has occurred or is about to occur.

C. POLICY STATEMENT ON INSIDER TRADING

The Firm forbids any officer, director or employee from trading, either personally or on behalf of others, including accounts managed by the Firm, on material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is frequently referred to as "insider trading." Every officer, director and employee must read and retain this policy statement. Any questions regarding the Firm's policy and procedures should be referred to a Designated Supervisory Person or the Compliance Department.

The term "insider trading" is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an "insider") or to communications of material nonpublic information to others.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

a. trading by an insider, while in possession of material nonpublic information, or

b. trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated, or

c. communicating material nonpublic information to others.

The elements of insider trading and the penalties for such unlawful conduct are discussed below. If, after reviewing this policy statement, you have any questions you should consult a Designated Supervisory Person or the Compliance Department.

D. WHO IS AN INSIDER?

The concept of "insider" is broad. It includes officers, directors and employees of a company. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, the Firm may become a temporary insider of a company it advises or for which it performs other services. According to the Supreme Court, the company must expect the outsider to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.

E. WHAT IS MATERIAL INFORMATION?

Trading on insider information is not a basis for liability unless the information is material. Information is "material" when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or if it is reasonably certain to have a substantial effect on the price of a company's securities. Information that officers, directors and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Material information does not have to relate to a company's business, but may also relate to the market for a company's securities. For example, in Carpenter v. U.S., 108 U.S. 316 (1987), the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not.

No simple "bright line" test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to a Designated Supervisory Person or the Compliance Department.

F. CONTACTS WITH PUBLIC COMPANIES.

For the Firm, contacts with public companies represent an important part of our research efforts. The Firm may make investment decisions on the basis of the firm's conclusions formed through such contacts and analysis of publicly-available information. Difficult legal issues arise, however, when, in the course of these contacts, a Firm's employee or other person subject to this Policy Statement becomes aware of material, nonpublic information. This could happen, for example, if a company's Chief Financial Officer prematurely discloses quarterly results to an analyst or an investor relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the Firm must make a judgment as to its further conduct. To protect yourself, our clients and the Firm, you should contact a Designated Supervisory Person or the Compliance Department immediately if you believe that you may have received material, nonpublic information.

G. TENDER OFFERS.

Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target company's securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and "tipping" while in possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Firm employees and others subject to this Policy Statement should exercise particular caution any time they become aware of nonpublic information relating to a tender offer.

H. WHAT IS NONPUBLIC INFORMATION?

Information is nonpublic until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.

I. BASES FOR LIABILITY

i. Fiduciary Duty Theory

In 1980, the Supreme Court found that there is no general duty to disclose before trading on material nonpublic information, but that such a duty arises only where there is a fiduciary relationship. That is, there must be a relationship between the parties to the transaction such that one party has a right to expect that the other party will disclose any material nonpublic information or refrain from trading. Chiarella v. U.S., 445 U.S. 22 (1980).

In Dirks v. SEC, 463 U.S. 646 (1983), the Supreme Court stated alternate theories under which non-insiders can acquire the fiduciary duties of insiders: they can enter into a confidential relationship with the company through which they gain information (e.g., attorneys, accountants), or they can acquire a fiduciary duty to the company's shareholders as "tippees" if they are aware or should have been aware that they have been given confidential information by an insider who has violated his fiduciary duty to the company's shareholders.

However, in the "tippee" situation, a breach of duty occurs only if the insider personally benefits, directly or indirectly, from the disclosure. The benefit does not have to be pecuniary, but can be a gift, a reputational benefit that will translate into future earnings, or even evidence of a relationship that suggests a quid pro quo.

ii. Misappropriation Theory

Another basis for insider trading liability is the "misappropriation" theory, where liability is established when trading occurs on material nonpublic information that was stolen or misappropriated from any other person. In U.S. v. Carpenter, supra, the Court found, in 1987, a columnist defrauded The Wall Street Journal when he stole information from the Journal and used it for trading in the securities markets. It should be noted that the misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.

J. PENALTIES FOR INSIDER TRADING

Penalties for trading on or communicating material nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

- civil injunctions

- treble damages

- disorgement of profits

- jail sentences

- fines for the person who committed the violation o up to three time the profit gains or loss avoided, whether or not the person actually benefited, and

- fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gains or loss avoided.

In addition, any violation of this policy statement can be expected to result in serious sanctions by the Firm, including dismissal of the persons involved.

SECTION I. PROCEDURES TO IMPLEMENT FIRM POLICY

The following procedures have been established to aid the officers, directors and employees of the Firm in avoiding insider trading, and to aid the Firm in preventing, detecting and imposing sanctions against insider trading. Every officer, director and employee of the Firm must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures you should consult a Designated Supervisory Person or the Compliance Department.

A. IDENTIFYING INSIDER INFORMATION

Before trading for yourself or others, including accounts managed by the Firm, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

i. Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed?

ii. Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in Reuters, The Wall Street Journal or other publications of general circulation?

If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should take the following steps:

i. Report the matter immediately to a Designated Supervisory Person or the Compliance Department.

ii. Do not purchase or sell the securities on behalf of yourself or others, including accounts managed by the Firm.

iii. Do not communicate the information inside or outside the Firm, other than to a Designated Supervisory Person or the Compliance Department.

iv. After a Designated Supervisory Person or the Compliance Department has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.

B. PERSONAL SECURITIES TRADING.

No officer, director or employee of the Firm is permitted to purchase or sell a security in a Personal Account as defined in Section 2 of the Firm's Code of Ethics which is Under Active Consideration (as defined in Section 2 of the Firm's Code of Ethics) for purchase or sale, until a reasonable time has lapsed following the completion of transactions in that security. Any questions as to whether sufficient time has passed after the transaction by the Firm clients should be directed to the Head Trader, a Designated Supervisory Person or the Compliance Department, prior to any director, officer, employee effecting a transaction in a Personal Account in that security. The determination of whether sufficient time has passed will be made in accordance with the criteria outlined in Section 3 of the Firm's Code of Ethics.

All officers, directors and employees of the Firm shall submit to the Compliance Department, a report of every securities transaction in which they, their families (including the spouse, minor children and adults living in the same household as the officer, director or employee), have a beneficial interest. All reports shall be submitted within ten days of the end of the calendar quarter in which the transactions took place and shall include the name of the security, date of the transaction, quantity, price and broker-dealer through which the transaction was effected. The requirement may be satisfied by sending duplicate confirmations of such trades.

C. HIGH-RISK TRADING ACTIVITIES.

Certain high-risk trading activities, if used in the management of Firm officers', directors' or employees' personal trading portfolios are risky not only because of the nature of the securities transactions themselves, but also because of the potential that action necessary to close out the transaction may become prohibited during the pendency of the transactions. Examples of such activities include short sales of common stock and trading in derivative instruments such as option contracts to purchase ("call") or sell ("put") securities at certain predetermined prices. Firm officers, directors and employees should understand that short sales and trading in derivative instruments involve special risks--derivative instruments, for example, ordinarily have greater price volatility than the underlying security. The fulfillment of the obligations owned by each officer, director and employee to the Firm may heighten those risks. For example, if the Firm becomes aware of material, nonpublic information about the issuer of the underlying securities, the Firm personnel may find themselves "frozen" in a position in a derivative security. The Firm will not bear any losses resulting in personal accounts through the implementation of this Policy Statement.

D. RESTRICTING ACCESS TO MATERIAL NONPUBLIC INFORMATION

Information in your possession that you identify as material and nonpublic may not be communicated to anyone, including persons within the Firm, except as provided in paragraph 1 above. In addition, care should be taken so that such information is secure. For example, files containing material nonpublic information should be sealed; access to computer files containing material nonpublic information should be restricted, and conversations containing such information, if appropriate at all, should be conducted in private (for example not by cellular telephone), to avoid potential interception.

E. RESOLVING ISSUES CONCERNING INSIDER TRADING

If, after consideration of the items set forth in paragraph 1, doubt remains as to whether information is material or nonpublic, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, it must be discussed with a Designated Supervisory Person or the Compliance Department before trading or communicating the information to anyone.

F. ACKNOWLEDGMENT

I have read and understand the foregoing procedures and will comply in all respects with such procedures. I understand that any violation of the Policy Statement may lead to sanctions, including dismissal.

SECTION II. SUPERVISORY PROCEDURES

The roles of Head Trader, a Designated Supervisory Person or the Compliance Department are critical to the implementation and maintenance of the Firm policy and procedures against insider trading. Supervisory Procedures can be divided into two classifications--prevention of insider trading and detection of insider trading.

A. PREVENTION OF INSIDER TRADING

To prevent insider trading, the Firm should:

i. distribute and review the Firm's policy and procedures with new employees and periodically review them with existing directors, officers and employees

ii. answer questions regarding the Firm's policy and procedures

iii. resolve issues of whether information received by an officer, director or employee of the Firm is material and nonpublic

iv. review on a regular basis and update as necessary the Firm's policy and procedures

v. when it has been determined that an officer, director or employee of the Firm has material nonpublic information

a. implement measures to prevent dissemination of such information, and

b. if necessary, restrict officer, directors and employees from trading the securities.

vi. promptly review and either approve or disapprove, in writing, each request of an officer, director or employee for clearance to trade in specified securities.

vii. maintain and distribute a list of restricted securities to all company employees which indicates any securities which are not allowed to be purchased or sold during this restricted period.

B. DETECTION OF INSIDER TRADING

To detect insider trading, a Designated Supervisory Person or the Compliance Department should:

i. Monitor trading activities of Firm employees through review of duplicates of confirmations and customer statements provided by any NASD Member broker-dealer with whom the employee has an account.

ii. Coordinate the review of such reports with other appropriate officers, directors or employees of the Firm.

iii. Promptly investigate all reports of any possible violations of the Firm's Policy and Procedures to Detect and Prevent Insider Trading.

C. SPECIAL REPORTS

Promptly, upon learning of a potential violation of the Firm's Policy and Procedures to Detect and Prevent Insider Trading, a Designated Supervisory Person or the Compliance Department should prepare a written report providing full details and recommendations for further action which may include any or all of the following:

i. the name of particular securities involved, if any,

ii. the date(s) a Designated Supervisory Person or the Compliance Department learned of the potential violation and began investigating,

iii. the accounts and individuals involved,

iv. actions taken as a result of the investigation, if any, and

v. recommendations for further action.

D. GENERAL REPORTS TO MANAGEMENT AND/OR THE BOARD OF DIRECTORS

On an as-need or periodic basis, it may be useful for a Designated Supervisory Person or the Compliance Department to prepare a written report to the management and/or the Board of Directors of the Firm setting forth some or all of the following:

i. a summary of existing procedures to detect and prevent insider trading,

ii. a summary of changes in procedures made in the last year,

iii. full details of any investigation since the last report (either internal or by a regulatory agency) of any suspected insider trading, the results of the investigation and a description of any changes in procedures prompted by any such investigation,

iv. an evaluation of the current procedures and a description of anticipated changes in procedures, and

v. a description of the Firm's continuing educational program regarding insider trading, including the dates of such programs since the last report to management.

E. ANNUAL REPORTS

On an annual basis, the Management Committee will re-evaluate the current policies and procedures in place.

Exhibit (q)(12)

POWER OF ATTORNEY

We, the undersigned officers and Trustees of Tax-Managed Mid-Cap Stock Portfolio, a New York trust, do hereby severally constitute and appoint Alan R. Dynner, Thomas E. Faust Jr., James B. Hawkes and James L. O'Connor, or any of them, to be true, sufficient and lawful attorneys, or attorney for each of us, to sign for each of us, in the name of each of us in the capacities indicated below, the Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement on Form N-1A filed by Eaton Vance Mutual Funds Trust with the Securities and Exchange Commission in respect of shares of beneficial interest and other documents and papers relating thereto.

IN WITNESS WHEREOF we have hereunto set our hands on the dates set opposite our respective signatures.

Signature                       Title                               Date
---------                       -----                               ----

/s/ James B. Hawkes             President, Principal           December 10, 2001
----------------------------    Executive Officer
James B. Hawkes                 and Trustee


/s/ James L. O'Connor           Treasurer and Principal        December 10, 2001
----------------------------    Financial and Accounting
James L. O'Connor               Officer


/s/ Jessica M. Bibliowicz       Trustee                        December 10, 2001
----------------------------
Jessica M. Bibliowicz


/s/ Donald R. Dwight            Trustee                        December 10, 2001
----------------------------
Donald R. Dwight


/s/ Samuel L. Hayes, III        Trustee                        December 10, 2001
----------------------------
Samuel L. Hayes, III


/s/ Norton H. Reamer            Trustee                        December 10, 2001
----------------------------
Norton H. Reamer


/s/ Jack L. Treynor             Trustee                        December 10, 2001
----------------------------
Jack L. Treynor

Exhibit (q)(13)

POWER OF ATTORNEY

We, the undersigned officers and Trustees of Tax-Managed Small Company Value Portfolio, a New York trust, do hereby severally constitute and appoint Alan R. Dynner, Thomas E. Faust Jr., James B. Hawkes and James L. O'Connor, or any of them, to be true, sufficient and lawful attorneys, or attorney for each of us, to sign for each of us, in the name of each of us in the capacities indicated below, the Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement on Form N-1A filed by Eaton Vance Mutual Funds Trust with the Securities and Exchange Commission in respect of shares of beneficial interest and other documents and papers relating thereto.

IN WITNESS WHEREOF we have hereunto set our hands on the dates set opposite our respective signatures.

Signature                       Title                          Date
---------                       -----                          ----

/s/ James B. Hawkes             President, Principal           December 10, 2001
----------------------------    Executive Officer
James B. Hawkes                 and Trustee


/s/ James L. O'Connor           Treasurer and Principal        December 10, 2001
----------------------------    Financial and Accounting
James L. O'Connor               Officer


/s/ Jessica M. Bibliowicz       Trustee                        December 10, 2001
----------------------------
Jessica M. Bibliowicz


/s/ Donald R. Dwight            Trustee                        December 10, 2001
----------------------------
Donald R. Dwight


/s/ Samuel L. Hayes, III        Trustee                        December 10, 2001
----------------------------
Samuel L. Hayes, III


/s/ Norton H. Reamer            Trustee                        December 10, 2001
----------------------------
Norton H. Reamer


/s/ Jack L. Treynor             Trustee                        December 10, 2001
----------------------------
Jack L. Treynor