EXHIBIT (a)(5)

EATON VANCE SPECIAL INVESTMENT TRUST

Amended and Restated

Establishment and Designation of Series of Shares

of Beneficial Interest, Without Par Value

The undersigned, being a duly authorized officer of Eaton Vance Special Investment Trust (the “Trust”), hereby certifies that a majority of the Trustees of the Trust have approved this amendment to the Trust’s Amended and Restated Declaration of Trust (the “Declaration of Trust”) to establish and designate Class I shares of Eaton Vance Balanced Fund (the “Fund”), an existing series of the Trust, effective September 28, 2012, in accordance with the provisions of the Trust’s Declaration of Trust dated September 27, 1993, as amended.

The currently existing series of the Trust and classes thereof (including the Fund’s Class I shares) are listed in Appendix A (all such series, the “Funds”).  The relative rights and preferences of each of the Funds and each class thereof are as follows:

1.

The rights and preferences of each Fund and designated class thereof shall be as set forth in the Declaration of Trust.  In addition, investment objective, investment policies, purchase price, right of redemption, dividend rights and conversion rights of each Fund and any class thereof shall be as set forth in its registration statement, as amended, filed with the Securities and Exchange Commission.  

2.

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 or class now or hereafter created, or to otherwise change the special and relative rights of any such Fund or class, and to terminate or add a Fund or class as provided in the Declaration of Trust.

3.

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 herein, 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.

IN WITNESS WHEREOF and in accordance with the provisions of Section 8.4 of Article VIII of the Declaration of Trust, the undersigned has executed this instrument on September 14, 2012.  

/s/ Maureen A. Gemma

Maureen A. Gemma

Secretary to the Trust

Appendix A

	Designated Share Classes
Funds	A	B	C	I	R
Eaton Vance Balanced Fund	X	X	X	X
Eaton Vance Commodity Strategy Fund	X		X	X
Eaton Vance Dividend Builder Fund	X	X	X	X
Eaton Vance Greater India Fund	X	X	X	X
Eaton Vance Investment Grade Income Fund	X			X
Eaton Vance Large-Cap Growth Fund	X	X	X	X	X
Eaton Vance Large-Cap Value Fund	X	X	X	X	X
Eaton Vance Parametric Option Absolute Return Strategy Fund	X		X	X
Eaton Vance Real Estate Fund	X			X
Eaton Vance Risk-Managed Equity Option Fund	X		X	X
Eaton Vance Short Term Real Return Fund	X		X	X
Eaton Vance Small-Cap Fund	X	X	X	X	X
Eaton Vance Small-Cap Value Fund	X	X	X	X
Eaton Vance Special Equities Fund	X	X	X	X

EXHIBIT (b)

EATON VANCE SPECIAL INVESTMENT TRUST

   

AMENDED AND RESTATED

BY-LAWS

As Adopted April 23, 2012

TABLE OF CONTENTS

PAGE

ARTICLE I – The Trustees  

1

Section 1

Election and Term of Office  

1

Section 2

Number of Trustees  

1

Section 3

Resignation and Removal  

1

Section 4

Vacancies  

3

Section 5

Temporary Absence of Trustee  

3

Section 6

Effect of Death, Resignation, Removal, Etc. of a Trustee  

3

ARTICLE II – Officers and Their Election  

3

Section 1

Officers  

3

Section 2

Election of Officers  

3

Section 3

Resignations and Removals  

3

ARTICLE III – Powers and Duties of Trustees and Officers  

4

Section 1

Trustees  

4

Section 2

Executive and other Committees  

4

Section 3

Chairman of the Trustees  

4

Section 4

President  

4

Section 5

Treasurer  

5

Section 6

Secretary  

5

Section 7

Other Officers  

5

Section 8

Compensation  

5

ARTICLE IV – Meetings of Shareholders  

5

Section 1

Meetings  

5

Section 2

Place of Meetings  

5

Section 3

Notice of Meetings  

5

Section 4

Quorum  

6

Section 5

Voting  

6

Section 6

Proxies  

7

Section 7

Consents  

7

ARTICLE V – Trustees Meetings  

7

Section 1

Meetings  

7

Section 2

Notices  

7

Section 3

Consents  

8

Section 4

Place of Meetings  

8

Section 5

Quorum and Manner of Acting  

8

i

ARTICLE VI – Shares of Beneficial Interest  

8

Section 1

Certificates for Shares of Beneficial Interest  

8

Section 2

Transfer of Shares  

8

Section 3

Transfer Agent and Registrar; Regulations  

9

Section 4

Closing of Transfer Books and Fixing Record Date  

9

Section 5

Lost, Destroyed or Mutilated Certificates  

9

Section 6

Record Owner of Shares  

9

ARTICLE VII – Fiscal Year  

9

ARTICLE VIII – Seal  

10

ARTICLE IX – Inspection of Books  

10

ARTICLE X – Custodian  

10

ARTICLE XI – Limitation of Liability and Indemnification  

11

Section 1

Limitation of Liability  

11

Section 2

Indemnification of Trustees and Officers  

11

Section 3

Indemnification of Shareholders  

12

ARTICLE XII – Underwriting Arrangements  

12

ARTICLE XIII– Report to Shareholders  

13

ARTICLE XIV – Certain Transactions  

13

Section 1

Long and Short Positions  

13

Section 2

Loans of Trust Assets  

13

Section 3

Miscellaneous  

13

ARTICLE XV – Amendments  

14

ii

AMENDED AND RESTATED

BY-LAWS

OF

EATON VANCE SPECIAL INVESTMENT TRUST

________________________

These Amended and Restated By-Laws are made and adopted as of April 23, 2012 pursuant to Section 2.5 of Article II of the Amended and Restated Declaration of Trust of EATON VANCE SPECIAL INVESTMENT TRUST (the “Trust”), dated September 27, 1993 as from time to time amended (the “Declaration of Trust”).  All words and terms capitalized in these By-Laws shall have the meaning or meanings set forth for such words or terms in the Declaration of Trust.

ARTICLE I

The Trustees

SECTION 1.   Election and Term of Office.  The Trustees named in the Preamble of the Declaration of Trust and any additional Trustees appointed pursuant to Section 4 of this Article I, shall serve as Trustees during the lifetime of the Trust, except as otherwise provided below.

SECTION 2.   Number of Trustees.  The number of Trustees shall be fixed by the Trustees, provided, however, that such number shall at no time exceed eighteen.

SECTION 3.   Resignation and Removal.  Any Trustee may resign his trust by written instrument signed by him and delivered to the other Trustees, which shall take effect upon such delivery or upon such later date as is specified therein.  Any Trustee who requests in writing to be retired or who has become incapacitated by illness or injury may be retired by written instruments signed by a majority of the other Trustees, specifying the date of his retirement.  Any Trustee may be removed with or without cause, by (i) the affirmative vote of holders of two-thirds of the Shares or, (ii) the affirmative vote of, or written instrument, signed by at least two-thirds of the remaining Trustees prior to such removal, specifying the date when such removal shall become effective, provided, however, that the removal of any Trustee who is not an Interested Person of the Trust shall additionally require the affirmative vote of, or a written instrument executed by, at least two-thirds of the remaining Trustees who are not Interested Persons of the Trust.  

No natural person shall serve as a Trustee of the Trust after the holders of record of not less than two-thirds of the outstanding shares of beneficial interest of the Trust (the “shares”) have declared that he be removed from that office by a declaration in writing signed by such holders and filed with the Custodian of the assets of the Trust or by votes cast by such holders in person or by proxy at a meeting called for the purpose.  Solicitation of such a declaration shall be deemed a solicitation of a proxy within the meaning of Section 20(a) of the Investment Company Act of 1940, as amended.  As used herein, the term “Act” shall mean the Investment Company Act of 1940 and the rules and regulations thereunder, as amended from time to time.

1

The Trustees of the Trust shall promptly call a meeting of the shareholders for the purpose of voting upon a question of removal of any such Trustee or Trustees when requested in writing so to do by the record holders of not less than 10 per centum of the outstanding shares.

Whenever ten or more shareholders of record of the Trust who have been such for at least six months preceding the date of application, and who hold in the aggregate either shares having a net asset value of at least $25,000 or at least 1 per centum of the outstanding shares, whichever is less, shall apply to the Trustees in writing, stating that they wish to communicate with other shareholders with a view to obtaining signatures to a request for a meeting of shareholders pursuant to this Section 3 and accompanied by a form of communication and request which they wish to transmit, the Trustees shall within five business days after receipt of such application either

(1) afford to such applicants access to a list of the names and addresses of all shareholders as recorded on the books of the Trust; or

(2) inform such applicants as to the approximate number of shareholders of record, and the approximate cost of mailing to them the proposed communication and form of request.

If the Trustees elect to follow the course specified in subparagraph (2) above of this Section 3, the Trustees, upon the written request of such applicants, accompanied by a tender of the material to be mailed and of the reasonable expenses of mailing, shall, with reasonable promptness, mail such material to all shareholders of record at their addresses as recorded on the books, unless within five business days after such tender the Trustees shall mail to such applicants and file with the Securities and Exchange Commission (“the Commission”), together with a copy of the material to be mailed, a written statement signed by at least a majority of the Trustees to the effect that in their opinion either such material contains untrue statements of fact or omits to state facts necessary to make the statements contained therein not misleading, or would violate applicable law, and specifying the basis of such opinion.

After the Commission has had an opportunity for hearing upon the objections specified in the written statement so filed by the Trustees, the Trustees or such applicants may demand that the Commission enter an order either sustaining one or more of such objections or refusing to sustain any of such objections.  If the Commission shall enter an order refusing to sustain any of such objections, or if, after the entry of an order sustaining one or more of such objections, the Commission shall find, after notice and opportunity for hearing, that all objections so sustained have been met, and shall enter an order so declaring, the Trustees shall mail copies of such material to all shareholders with reasonable promptness after the entry of such order and the renewal of such tender.

Until such provisions become null, void, inoperative and removed from these By-Laws pursuant to the next sentence, the provisions of all but the first paragraph of this Section 3 may not be amended or repealed without the vote of a majority of the Trustees and a majority of the outstanding shares of the Trust.  These same provisions shall be deemed null, void, inoperative and removed from these By-Laws upon the effectiveness of any amendment to the Act which eliminates them from Section 16 of the Act or the effectiveness of any successor Federal law governing the operation of the Trust which does not contain such provisions.

2

SECTION 4.   Vacancies.  The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the declination, death, resignation, retirement, removal, adjudicated incompetence, or other incapacity to perform the duties of the office, or removal, of a Trustee. No such vacancy shall operate to annul these By-Laws or to revoke any existing agency created pursuant to the terms of these By-Laws.  In the case of a vacancy, including a vacancy resulting from an increase in the number of Trustees, such vacancy may be filled by (i) holders of a plurality of the Shares entitled to vote, acting at any meeting of holders held in accordance with the By-Laws, or (ii) to the extent permitted by the 1940 Act, the vote of a majority of the Trustees. As soon as any Trustee so appointed shall have accepted this trust, the trust estate shall vest in the new Trustee or Trustees, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder and under the Declaration of Trust. The power of appointment is subject to the provisions of Section l6(a) of the Act. Any Trustee so elected by the holders or appointed by the Trustees shall hold office as provided in these By-Laws.

SECTION 5.   Temporary Absence of Trustee.  Any Trustee may, by power of attorney, delegate his power for a period not exceeding six months at an one time to any other Trustee or Trustees, provided that in no case shall less than two Trustees personally exercise the other powers hereunder except as herein otherwise expressly provided.

SECTION 6.   Effect of Death, Resignation, Removal, Etc. of a Trustee.  The death, declination, resignation, retirement, removal, or incapacity of the Trustees, or anyone of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of the Declaration of Trust or these By-Laws.

ARTICLE II

Officers and Their Election

SECTION 1.   Officers.  The officers of the Trust shall be a President, a Treasurer, a Secretary, and such other officers or agents as the Trustees may from time to time elect.  It shall not be necessary for any Trustee or other officer to be a holder of shares in the Trust.

SECTION 2.   Election of Officers.  The President, Treasurer and Secretary shall be chosen annually by the Trustees.

Except for the offices of President and Secretary, two or more offices may be held by a single person.  The officers shall hold office until their successors are chosen and qualified.

SECTION 3.   Resignations and Removals.  Any officer of the Trust may resign by filing a written resignation with the President or with the Trustees or with the Secretary, which shall take effect on being so filed or at such time as may otherwise be specified therein.  The Trustees may at any meeting remove an officer.

3

ARTICLE III

Powers and Duties of Trustees and Officers

SECTION 1.   Trustees.  The business and affairs of the Trust shall be managed by the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility, so far as such powers are not inconsistent with the laws of the Commonwealth of Massachusetts, the Declaration of Trust, or these By-Laws.  

SECTION 2.   Executive and other Committees.  The Trustees may elect from their own number an executive committee to consist of not less than three nor more than five members, which shall have the power and duty to conduct the current and ordinary business of the Trust, including the purchase and sale of securities, while the Trustees are not in session, and such other powers and duties as the Trustees may from time to time delegate to such committee.  The Trustees may also elect from their own number other committees from time to time, the number composing such committees and the powers conferred upon the same to be determined by the Trustees.

Without limiting the generality of the foregoing, the Trustees may appoint a committee consisting of less than the whole number of Trustees then in office, which committee may be empowered to act for and bind the Trustees and the Trust, as if the acts of such committee were the acts of all the Trustees then in office, with respect to the institution, prosecution, dismissal, settlement, review, investigation or other disposition of any dispute, claim, action, suit or proceeding which shall be pending or threatened to be brought before any court, administrative agency or other adjudicatory body.

SECTION 3.   Chairman of the Trustees .  The Trustees may appoint from among their number a Chairman.  The Chairman shall preside at meetings of the Trustees and may call meetings of the Trustees and of any committee thereof whenever he deems it necessary or desirable to do so.  The Chairman may in his discretion preside at any meeting of the shareholders, and may delegate such authority to another Trustee or officer of the Trust.  The Chairman shall exercise and perform such additional powers and duties as from time to time may be assigned to him by the Trustees, and shall have the resources and authority appropriate to discharge the responsibilities of the office. A Trustee elected or appointed as Chairman shall not be considered an officer of the Trust by virtue of such election or appointment.

SECTION 4.   President .  Subject to such supervisory powers, if any, as may be given by the Trustees to the Chairman of the Trustees, the President shall be the chief executive officer of the Trust and subject to the control of the Trustees, he shall have general supervision, direction and control of the business of the Trust and of its employees and shall exercise such general powers of management as are usually vested in the office of President of a corporation.  In the event that the Chairman does not preside at a meeting of shareholders or delegate such power and authority to another Trustee or officer of the Fund, the President or his designee shall preside at such meeting.  He shall have the power to employ attorneys and counsel for the Trust and to employ such subordinate officers, agents, clerks and employees as he may find necessary to transact the business of the Trust.  He shall also have the power to grant, issue, execute or sign such powers of attorney, proxies, contracts, agreements or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust.  The President shall have such other powers and duties as, from time to time, may be conferred upon or assigned to him by the Trustees.

4

SECTION 5.   Treasurer.  The Treasurer shall be the principal financial and accounting officer of the Trust.  He shall deliver all funds and securities of the Trust which may come into his hands to such bank or trust company as the Trustees shall employ as custodian in accordance with Article III of the Declaration of Trust.  He shall make annual reports in writing of the business conditions of the Trust, which reports shall be preserved upon its records, and he shall furnish such other reports regarding the business and condition as the Trustees may from time to time require.  The Treasurer shall perform such duties additional to foregoing as the Trustees may from time to time designate.

SECTION 6.   Secretary.  The Secretary shall record in books kept for the purpose all votes and proceedings of the Trustees and the shareholders at their respective meetings.  He shall have custody of the seal, if any, of the Trust and shall perform such duties additional to the foregoing as the Trustees may from time to time designate.

SECTION 7.   Other Officers .  Other officers elected by the Trustees shall perform such duties as the Trustees may from time to time designate, including executing or signing such powers of attorney, proxies, contracts, agreements or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust.

SECTION 8.   Compensation.  The Trustees and officers of the Trust may receive such reasonable compensation from the Trust for the performance of their duties as the Trustees may from time to time determine.

ARTICLE IV

Meetings of Shareholders

SECTION 1.   Meetings.  No annual or regular meetings of shareholders shall be required and none shall be held.  Meetings of the shareholders of the Trust (or any Series or Class) may be called at any time by the President, and shall be called by the President or the Secretary at the request, in writing or by resolution, of a majority of the Trustees, or at the written request of the holder or holders of ten percent (10%) or more of the total number of the then issued and outstanding shares of the Trust entitled to vote at such meeting.  Any such request shall state the purposes of the proposed meeting.

SECTION 2.   Place of Meetings.  Meetings of the shareholders shall be held at the principal place of business of the Trust in Boston, Massachusetts, unless a different place within the United States is designated by the Trustees and stated as specified in the respective notices or waivers of notice with respect thereto.

SECTION 3.   Notice of Meetings.   Notice of all meetings of the shareholders, stating the time, place and the purposes for which the meetings are called, shall be given by the Secretary to each shareholder entitled to vote thereat, and to each shareholder who under the By-Laws is entitled to such notice, by mailing the same postage paid, addressed to him at his address as it appears upon the books of the Trust, at least seven (7) days before the time fixed for the meeting, and the person giving such notice shall make an affidavit with respect thereto.  If any shareholder shall have failed to inform the Trust of his post office address, no notice need be sent to him.  No notice need be given to any shareholder if a written waiver of notice, executed before or after the meeting by the shareholder or his attorney thereunto authorized, is filed with the records of the meeting.

5

SECTION 4.   Quorum.  Except as otherwise provided by law, to constitute a quorum for the transaction of any business at any meeting of shareholders, there must be present, in person or by proxy, holders of one-third (1/3) of the total number of shares of the then issued and outstanding shares of the Trust entitled to vote at such meeting; provided that if a class (or series) of shares is entitled to vote as a separate class (or series) on any matter, then in the case of that matter a quorum shall consist of the holders of one-third (1/3) of the total number of shares of the then issued and outstanding shares of that class (or series) entitled to vote at the meeting.  Shares owned directly or indirectly by the Trust, if any, shall not be deemed outstanding for this purpose.

If a quorum, as above defined, shall not be present for the purpose of any vote that may properly come before any meeting of shareholders at the time and place of any meeting, the shareholders present in person or by proxy and entitled to vote at such meeting on such matter holding a majority of the shares present and entitled to vote on such matter may by vote adjourn the meeting from time to time to be held at the same place without further notice than by announcement to be given at the meeting until a quorum, as above defined, entitled to vote on such matter, shall be present, whereupon any such matter may be voted upon at the meeting as though held when originally convened.

SECTION 5.   Voting.  At each meeting of the shareholders every shareholder of the Trust shall be entitled to one (1) vote in person or by proxy for each of the then issued and outstanding shares of the Trust then having voting power in respect of the matter upon which the vote is to be taken, standing in his name on the books of the Trust at the time of the closing of the transfer books for the meeting, or, if the books be not closed for any meeting, on the record date fixed as provided in Section 4 of Article VI of these By-Laws for determining the shareholders entitled to vote at such meeting, or if the books be not closed and no record date be fixed, at the time of the meeting.  The record holder of a fraction of a share shall be entitled in like manner to a corresponding fraction of a vote.  Notwithstanding the foregoing, the Trustees may, in connection with the establishment of any class (or series) of shares or in proxy materials for any meeting of shareholders or in other solicitation materials or by vote or other action duly taken by them, establish conditions under which the several classes (or series) shall have separate voting rights or no voting rights.

All elections of Trustees shall be conducted in any manner approved at the meeting of the shareholders at which said election is held, and shall be by ballot if so requested by any shareholder entitled to vote thereon.  The persons receiving the greatest number of votes shall be deemed and declared elected.  Except as otherwise required by law or by the Declaration of Trust or by these By-Laws, all matters shall be decided by a majority of the votes cast, as hereinabove provided, by persons present at the meeting and (or represented by proxy) entitled to vote thereon.  With respect to the submission of a management or investment advisory contract or a change in investment policy to the shareholders for any shareholder approval required by the Act, such matter shall be deemed to have been effectively acted upon with respect to any series of shares if the holders of the lesser of

(i) 67 per centum or more of the shares of that series present or represented at the meeting if the holders of more than 50 per centum of the outstanding shares of that series are present or represented by proxy at the meeting or

(ii) more than 50 per centum of the outstanding shares of that series

6

vote for the approval of such matter, notwithstanding (a) that such matter has not been approved by the holders of a majority of the outstanding voting securities of any other series affected by such matter (as described in Rule 18f-2 under the Act) or (b) that such matter has not been approved by the vote of a majority of the outstanding voting securities of the Trust (as defined in the Act).

SECTION 6.   Proxies.  Any shareholder entitled to vote upon any matter at any meeting of the shareholders may so vote by proxy, provided that such proxy is authorized to act by (i) a written instrument, dated not more than six months before the meeting and executed either by the shareholder or by his or her duly authorized attorney in fact (who may be so authorized by a writing or by any non-written means permitted by the laws of the Commonwealth of Massachusetts) or (ii) such electronic, telephonic, computerized or other alternative means as may be approved by a resolution adopted by the Trustees, which authorization is received not more than six months before the initial session of the meeting.  Proxies shall be delivered to the Secretary of the Trust or other person responsible for recording the proceedings before being voted.  A proxy with respect to shares held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of such proxy the Trust receives a specific written notice to the contrary from any one of them.  Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to vote at any adjournment of a meeting.  A proxy purporting to be exercised by or on behalf of a shareholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger.  At all meetings of the shareholders, unless the voting is conducted by inspectors, all questions relating to the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes shall be decided by the chairman of the meeting.

SECTION 7.   Consents.  Any action which may be taken by shareholders may be taken without a meeting if a majority of shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by law, the Declaration of Trust or these By-Laws for approval of such matter) consent to the action in writing and the written consents are filed with the records of the meetings of shareholders.  Such consents shall be treated for all purposes as a vote taken at a meeting of shareholders.

ARTICLE V

Trustees Meetings

SECTION 1.   Meetings.  The Trustees may in their discretion provide for regular or stated meetings of the Trustees.  Meetings of the Trustees other than regular or stated meetings shall be held whenever called by the Chairman, President or by any other Trustee at the time being in office.  Any or all of the Trustees may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

SECTION 2.   Notices.  Notice of regular or stated meetings need not be given.  Notice of the time and place of each meeting other than regular or stated meetings shall be given by the Secretary or by the Trustee calling the meeting and shall be mailed to each Trustee at least two (2) days before the meeting, or shall be telegraphed, cabled, or wirelessed to each Trustee at his business address or personally delivered to him at least one (1) day before the meeting.  Such notice may, however, be waived by all the Trustees.  Notice of a meeting need not be given to any Trustee if a written

7

waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him.  A notice or waiver of notice need not specify the purpose of any special meeting.

SECTION 3. Consents . Any action required or permitted to be taken at any meeting of the Trustees may be taken by the Trustees without a meeting if a written consent thereto is signed by a majority of the Trustees and filed with the records of the Trustees' meetings. A Trustee may deliver his consent to the Trust by facsimile machine or other electronic communication equipment. Such consent shall be treated as a vote at a meeting for all purposes.

SECTION 4.   Place of Meetings.  The Trustees may hold their meetings within or without the Commonwealth of Massachusetts.

SECTION 5.   Quorum and Manner of Acting.  A majority of the Trustees in office shall be present in person at any regular stated or special meeting of the Trustees in order to constitute a quorum for the transaction of business at such meeting and (except as otherwise required by the Declaration of Trust, by these By-Laws or by statute) the act of a majority of the Trustees present at any such meeting, at which a quorum is present, shall be the act of the Trustees.  In the absence of quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum shall be present.  Notice of any adjourned meeting need not be given.

ARTICLE VI

Shares of Beneficial Interest

SECTION 1.   Certificates for Shares of Beneficial Interest.  Certificates for shares of beneficial interest of any series of shares of the Trust, if issued, shall be in such form as shall be approved by the Trustees.  They shall be signed by, or in the name of, the Trust by the President and by the Treasurer and may, but need not be, sealed with seal of the Trust; provided, however, that where such certificate is signed by a transfer agent or a transfer clerk acting on behalf of the Trust or a registrar other than a Trustee, officer or employee of the Trust, the signature of the President or Treasurer and the seal may be facsimile.  In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates, shall cease to be such officer or officers of the Trust whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Trust, such certificate or certificates may nevertheless be adopted by the Trust and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signatures shall have been used thereon had not ceased to be such officer or officers of the Trust.

SECTION 2.   Transfer of Shares.  Transfers of shares of beneficial interest of any series of shares of the Trust shall be made only on the books of the Trust by the owner thereof or by his attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary or a transfer agent, and only upon the surrender of any certificate or certificates for such shares.  The Trust shall not impose any restrictions upon the transfer of the shares of any series of the Trust, but this requirement shall not prevent the charging of customary transfer agent fees.  

8

SECTION 3.   Transfer Agent and Registrar; Regulations.  The Trust shall, if and whenever the Trustees shall so determine, maintain one or more transfer offices or agencies, each in the charge of a transfer agent designated by the Trustees, where the shares of beneficial interest of the Trust shall be directly transferable.  The Trust shall, if and whenever the Trustees shall so determine, maintain one or more registry offices, each in the charge of a registrar designated by the Trustees, where such shares shall be registered, and no certificate for shares of the Trust in respect of which a transfer agent and/or registrar shall have been designated shall be valid unless countersigned by such transfer agent and/or registered by such registrar.  The principal transfer agent may be located within or without the Commonwealth of Massachusetts and shall have charge of the share transfer books, lists and records, which shall be kept within or without Massachusetts in an office which shall be deemed to be the share transfer office of the Trust.  The Trustees may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of the Trust.

SECTION 4. Closing of Transfer Books and Fixing Record Date . The Trustees may fix in advance a time which shall be not more than ninety (90) days before the date of any meeting of shareholders, or the date for the payment of any dividend or the making of any distribution to shareholders or the last day on which the consent or dissent of shareholders may be effectively expressed for any purpose, as the record date for determining the shareholders having the right to notice of and to vote at such meeting, and any adjournment thereof, or the right to receive such dividend or distribution or the right to give such consent or dissent, and in such case only shareholders of record on such record date shall have such right, notwithstanding any transfer of shares on the books of the Trust after the record date. The Trustees may, without fixing such record date, close the transfer books for all or any part of such period for any of the foregoing purposes.

SECTION 5.   Lost, Destroyed or Mutilated Certificates.  The holder of any shares of a series of the Trust shall immediately notify the Trust of any loss, destruction or mutilation of the certificate therefor, and the Trustees may, in their discretion, cause a new certificate or certificates to be issued to him, in case of mutilation of the certificate, upon the surrender of the mutilated certificate, or, in case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction and, in any case, if the Trustees shall so determine, upon the delivery of a bond in such form and in such sum and with such surety or sureties as the Trustees may direct, to indemnify the Trust against any claim that may be made against it on account of the alleged loss or destruction of any such certificate.

SECTION 6.   Record Owner of Shares.  The Trust shall be entitled to treat the person in whose name any share of a series of the Trust is registered on the books of the Trust as the owner thereof, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person.

ARTICLE VII

Fiscal Year

The fiscal year of the Trust shall end on such date as the Trustees may, from time to time, determine.

9

ARTICLE VIII

Seal

 The Trustees may adopt a seal of the Trust which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe.

ARTICLE IX

Inspection of Books

The Trustees shall from time to time determine whether and to what extent, and at what times and places, and under what conditions and regulations the accounts and books of the Trust or any of them shall be open to the inspection of the shareholders; and no shareholder shall have any right of inspecting any account or book or document of the Trust except as conferred by law or authorized by the Trustees or by resolution of the shareholders.

ARTICLE X

Custodian

The following provisions shall apply to the employment of a Custodian pursuant to Article III of the Declaration of Trust and to any contract entered into with the Custodian so employed:

(a)

The Trustees shall cause to be delivered to the Custodian all securities owned by the Trust or to which it may become entitled, and shall order the same to be delivered by the Custodian only in completion of a sale, exchange, transfer, pledge, loan, or other disposition thereof, against receipt by the Custodian of the consideration therefor or a certificate of deposit or a receipt of an issuer or of its transfer agent, or to a securities depository as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended, all as the Trustees may generally or from time to time require or approve, or to a successor Custodian; and the Trustees shall cause all funds owned by the Trust or to which it may become entitled to be paid to the Custodian, and shall order the same disbursed only for investment against delivery of the securities acquired, or in payment of expenses, including management compensation, and liabilities of the Trust, including distributions to shareholders, or to a successor Custodian.

(b)

In case of the resignation, removal or inability to serve of any such Custodian, the Trustees shall promptly appoint another bank or trust company meeting the requirements of said Article III as successor Custodian.  The agreement with the Custodian shall provide that the retiring Custodian shall, upon receipt of notice of such appointment, deliver the funds and property of the Trust in its possession to and only to such successor, and that pending appointment of a successor Custodian, or a vote of the shareholders to function without a Custodian, the Custodian shall not deliver funds and property of the Trust to the Trustees, but may deliver them to a bank or trust company doing business in Boston, Massachusetts, of its own

10

selection, having an aggregate capital, surplus and undivided profits, as shown by its last published report, of not less than $2,000,000, as the property of the Trust to be held under terms similar to those on which they were held by the retiring Custodian.

ARTICLE XI

Limitation of Liability and Indemnification

SECTION 1.   Limitation of Liability.  Provided they have exercised reasonable care and have acted under the reasonable belief that their actions are in the best interest of the Trust, the Trustees shall not be responsible for or liable in any event for neglect or wrongdoing of them or any officer, agent, employee or investment adviser of the Trust, but nothing contained in the Declaration of Trust or herein shall protect any Trustee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

SECTION 2.   Indemnification of Trustees and Officers.  Subject to the exceptions and limitations contained in this section, every person who is or has been a Trustee, or officer, of the Trust,  or, at the Trust’s request , serves, or has served, as a, director, trustee or officer, of another  organization in which the Trust has  an interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”), shall be indemnified by the Trust to the fullest extent permitted by applicable  law, as in effect from time to time (“Applicable Law”), against any and all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or settlement, or as fines and penalties, and counsel,  fees, incurred by or for such Covered Person in connection with the preparation for, defense or disposition of, any claim, demand, action , suit, investigation, inquiry or proceeding of any every kind, whether actual or threatened (collectively, a “Claim”), in which such  Covered Person becomes involved as a party or otherwise by virtue of being or having been a Covered Person.  No indemnification shall be provided hereunder to a Covered Person to the extent such indemnification is prohibited by Applicable Law.  In no event shall the Trust be obligated to indemnify a Covered Person against  liabilities to the Trust or  any shareholder to which such Covered Person would otherwise be subject by reason of the willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s office (collectively, “Disabling Conduct”).

The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled and shall inure to the benefit of the heirs, executors and administrators such Covered Person incurred by or for a Covered Person in connection with  Claim for which  Covered Person is entitled to indemnification by the Trust  prior to final disposition thereof upon receipt of an undertaking by or on behalf of  the Covered Person to repay such amount  if it  is ultimately determined that  such Covered Person is not entitled to  indemnification by the Trust.

The obligation of the Trust to indemnify a Covered person and/or make advances for the payment of expenses incurred by or for such Covered Person under this section may be made subject to conditions and procedures as the Trustees determine are necessary or appropriate to protect the Trust from the risk that a Covered person will ultimately be determined to be not entitled to indemnification hereunder. Except as otherwise provided in such conditions and procedures, the

11

Covered Person shall be entitled to the benefit of a rebuttable presumption that the Covered Person has not engaged in Disabling conduct and that the Covered Person is entitled to indemnification hereunder.

Nothing contained in this section shall affect any rights to indemnification to which any Covered Person or other person may be entitled by contract or otherwise under law or prevent the Trust from entered into any contract to provide indemnification to any covered Person or other person.  Without limiting the foregoing, the Trust may, in connection with the acquisition of assets subject to liabilities or a merger or consolidation, assume the obligation to indemnify any person including a Covered Person or otherwise contract to provide such indemnification, and such indemnification shall not be subject to the terms of this Section.

SECTION 3.   Indemnification of Shareholders.  In case any shareholder or former shareholder shall be held to be personally liable solely by reason of his being or having been a shareholder and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the Trust estate to be held harmless from and indemnified against all loss and expense arising from such liability.  The Trust shall, upon request by the shareholder, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon.  A holder of shares of a series shall be entitled to indemnification hereunder only out of assets allocated to that series.

ARTICLE XII

Underwriting Arrangements

Any contract entered into for the sale of shares of the Trust pursuant to Article III, Section 1 of the Declaration of Trust shall require the other party thereto (hereinafter called the “underwriter”) whether acting as principal or as agent to use all reasonable efforts, consistent with the other business of the underwriter, to secure purchasers for the shares of the Trust.

The underwriter may be granted the right

(a)

To purchase as principal, from the Trust, at not less than net asset value per share, the shares needed, but no more than the shares needed (except for clerical errors and errors of transmission), to fill unconditional orders for shares of the Trust received by the underwriter.

(b)

To purchase as principal, from shareholders of the Trust at not less than net asset value per share (minus any applicable sales charge payable upon redemption or repurchase of shares) such shares as may be presented to the Trust, or the transfer agent of the Trust, for redemption and as may be determined by the underwriter in its sole discretion.

(c)

to resell any such shares purchased at not less than net asset value per share (minus any applicable sales charge payable upon redemption or repurchase of shares).

12

ARTICLE XIII

Report to Shareholders

The Trustees shall at least semi-annually submit to the shareholders a written financial report of the transactions of the Trust including financial statements which shall at least annually be certified by independent public accountants.

ARTICLE XIV

Certain Transactions

SECTION 1.   Long and Short Positions.  Except as hereinafter provided, no officer or Trustee of the Trust and no partner, officer, director or share holder of the manager or investment adviser of the Trust or of the underwriter of the Trust, and no manager or investment adviser or underwriter of the Trust, shall take long or short positions in the securities issued by the Trust.

(a)

The foregoing provision shall not prevent the underwriter from purchasing shares of the Trust from the Trust if such purchases are limited (except for reasonable allowances for clerical errors, delays and errors of transmission and cancellation of orders) to purchases for the purpose of filling orders for such shares received by the underwriter, and provided that orders to purchase from the Trust are entered with the Trust or the Custodian promptly upon receipt by the underwriter of purchase orders for such shares, unless the underwriter is otherwise instructed by its customer.

(b)

The foregoing provision shall not prevent the underwriter from purchasing shares of the Trust as agent for the account of the Trust.

(c)

The foregoing provision shall not prevent the purchase from the Trust or from the underwriter of shares issued by the Trust by any officer or Trustee of the Trust or by any partner, officer, director or shareholder of the manager or investment adviser of the Trust at the price available to the public generally at the moment of such purchase or, to the extent that any such person is a shareholder, at the price available to shareholders of the Trust generally at the moment of such purchase, or as described in the current Prospectus of the Trust.

 

SECTION 2.   Loans of Trust Assets.  The Trust shall not lend assets of the Trust to any officer or Trustee of the Trust, or to any partner, officer, director or shareholder of, or person financially interested in, the manager or investment adviser of the Trust, or the underwriter of the Trust, or to the manager or investment adviser of the Trust or to the underwriter of the Trust.

SECTION 3.   Miscellaneous .  The Trust shall not permit any officer or Trustee, or any officer or director of the manager or investment adviser or underwriter of the Trust, to deal for or on behalf of the Trust with himself as principal or agent, or with any partnership, association or corporation in which he has a financial interest; provided that the foregoing provisions shall not prevent (i) officers and Trustees of the Trust from buying, holding or selling shares in the Trust, or from being partners, officers or directors of or otherwise financially interested in the manager or investment adviser or

13

underwriter of the Trust;  (ii) purchases or sales of securities or other property by the Trust from or to an affiliated person or to the manager or investment adviser or underwriter of the Trust if such transaction is exempt from the applicable provisions of the Act; (iii) purchases of investments from the portfolio of the Trust or sales of investments owned by the Trust through a security dealer who is, or one or more of whose partners, shareholders, officers or directors is, an officer or Trustee of the Trust, if such transactions are handled in the capacity of broker only and commissions charged do not exceed customary brokerage charges for such services;  (iv) employment of legal counsel, registrar, transfer agent, dividend disbursing agent or custodian who is, or has a partner, shareholder, officer or director who is, an officer or Trustee of the Trust if only customary fees are charged for services to the Trust;  (v) sharing statistical, research, legal and management expenses and office hire and expenses with any other investment company in which an officer or Trustee of the Trust is an officer, trustee or director of the Trust or of the manager or investment adviser of the Trust, unless such purchase would violate the Trust’s investment policies or restrictions.

References to the manager or investment adviser of the Trust contained in this Article XIV shall also be deemed to refer to any sub-adviser appointed in accordance with Article III, Section 2 of the Declaration of Trust.

ARTICLE XV

Amendments

Except as provided in Section 3 of Article I of these By-Laws for the portions of such Section 3 referred to therein, these By-Laws may be amended at any meeting of the Trustees by a vote of a majority of the Trustees then in office.

**********

14

EXHIBIT (h)(3)

EATON VANCE SPECIAL INVESTMENT TRUST

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT

AGREEMENT effective as of this 11 ^th day of June 2012, between Eaton Vance Special Investment Trust, a Massachusetts business trust (the “Trust”) on behalf of its series listed on Appendix A (each referred to herein as the “Fund”) and Eaton Vance Management, a Massachusetts business trust (the “Administrator”).

IN CONSIDERATION of the mutual promises and undertakings herein contained, the parties hereto agree with respect to the Fund:

1.

Duties of the Administrator.  The Trust hereby employs the Administrator to act as administrator 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 Administrator hereby accepts such employment, and undertakes to afford to the Trust the advice and assistance of the Administrator’s organization in the administration of the Fund and to furnish for the use of the Fund office space and all necessary office facilities, equipment and personnel for administering the affairs of the Fund and to pay the salaries and fees of all officers and Trustees of the Trust who are members of the Administrator’s organization and all personnel of the Administrator performing services relating to administrative activities.  The Administrator 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.

In connection with its responsibilities as Administrator of the Fund, the Administrator will:

·

assist in preparing all annual, semi-annual and other reports required to be sent to Fund shareholders and/or filed with the Securities and Exchange Commission (“SEC”), and arrange for such filing and printing and dissemination of such reports to shareholders;

·

prepare and assemble all reports required to be filed by the Trust on behalf of the Fund with the SEC on Form N-SAR, or on such other form as the SEC may substitute for Form N-SAR, and file such reports with the SEC;

·

review the provision of services by the Fund’s independent public accounting firm, including, but not limited to, the preparation by such firm of audited financial statements of the Fund and the Fund’s federal, state and local tax returns; and make such reports and recommendations to the Trustees of the Trust concerning the performance of the independent accountants as the Trustees deem appropriate;

·

arrange for the filing with the appropriate authorities all required federal, state and local tax returns;

·

arrange for the dissemination to shareholders of the Fund’s proxy materials, and oversee the tabulation of proxies by the Fund’s transfer agent or other duly authorized proxy tabulator;

·

review and supervise the provision of custodian services to the Fund; and make such reports and recommendations to the Trustees concerning the provision of such services as the Trustees deem appropriate;

·

oversee the valuation of all such portfolio investments and other assets of the Fund as may be designated by the Trustees (subject to any guidelines, directions and instructions of the Trustees), and review and supervise the calculation of the net asset value of the Fund’s shares by the custodian;

·

negotiate the terms and conditions under which transfer agency and dividend disbursing services will be provided to the Fund, and the fees to be paid by the Fund in connection therewith; review and supervise the provision of transfer agency and dividend disbursing services to the Fund; and make such reports and recommendations to the Trustees concerning the performance of the Fund’s transfer and dividend disbursing agent as the Trustees deem appropriate;

·

establish the accounting policies of the Fund; reconcile accounting issues that may arise with respect to the Fund’s operations; and consult with the Fund’s independent accountants, legal counsel, custodian, accounting and bookkeeping agents and transfer and dividend disbursing agent as necessary in connection therewith;

·

determine the amount of all distributions (if any) to be paid by the Fund to its shareholders; prepare and arrange for the publishing of notices to shareholders regarding such distributions (if required) and provide the Fund’s transfer and dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of distributions;

·

review the Fund’s bills and authorize payments of such bills by the Fund’s custodian;

·

oversee services provided to the Fund by external counsel;

·

arrange for the preparation and filing of all other reports, forms, registration statements and documents required to be filed by the Trust on behalf of the Fund with the SEC and any other regulatory body; and

·

provide other internal legal, auditing, accounting and administrative services as ordinarily required in conducting the Fund’s business affairs.

Notwithstanding the foregoing, the Administrator shall not be deemed to have assumed any duties with respect to, and shall not be responsible for, the management of the Fund’s assets or the rendering of investment advice and supervision with respect thereto or the distribution of shares of the Fund, nor shall the Administrator be deemed to have assumed or have any responsibility with respect to functions specifically assumed by any transfer agent, custodian or shareholder servicing agent of the Trust or the Fund.

2.

Allocation of Charges and Expenses.  The Administrator shall pay the entire salaries and fees of all of the Trust’s Trustees and officers who devote part or all of their time to the affairs of the Administrator, and the salaries and fees of such persons shall not be deemed to be expenses incurred by the Trust for purposes of this Section 2.  Except as provided in the foregoing sentence, the Administrator shall not pay any expenses relating to the Trust or the Fund including, without implied limitation:

·

expenses of maintaining the Fund and continuing its existence;

·

commissions, fees and other expenses connected with the acquisition and disposition of securities and other investments;

·

auditing, accounting and legal expenses;

2

·

taxes and interest;

·

governmental fees;

·

expenses of issue, sale, repurchase and redemption of shares;

·

expenses of registering and qualifying the Trust, the Fund and its shares under federal and state securities laws and of preparing and printing prospectuses for such purposes and for distributing the same to shareholders and investors, and fees and expenses of registering and maintaining registrations of the Fund under state securities laws;

·

registration of the Trust under the Investment Company Act of 1940;

·

expenses of reports and notices to shareholders and of meetings of shareholders and proxy solicitations therefor;

·

expenses of reports to regulatory bodies;

·

insurance expenses;

·

association membership dues;

·

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 and accounts and determination of net asset values);

·

fees, expenses and disbursements of transfer agents, dividend disbursing agents, shareholder servicing agents and registrars for all services to the Fund;

·

expenses for servicing shareholder accounts;

·

any direct charges to shareholders approved by the Trustees of the Trust;

·

compensation and expenses of Trustees of the Trust who are not members of the Administrator’s organization;

·

all payments to be made and expenses to be assumed by the Fund in connection with the distribution of Fund shares;

·

any pricing or valuation services employed by the Fund to value its investments including primary and comparative valuation services;

·

any investment advisory, sub-advisory or similar management fee payable by the Fund;

·

all expenses incurred in connection with the Fund’s use of a line of credit; and

·

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 and officers with respect thereto.

3.

Compensation of Administrator.  The Administrator shall receive compensation (if any) from the Trust on behalf of the Fund in respect of the services to be rendered and the facilities to be provided by the Administrator under this Agreement as set forth on Appendix A.

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 Administrator as trustees, officers, employees, shareholders or otherwise and that trustees, officers, employees and shareholders of the Administrator are or may be or become similarly interested in the Fund, and that the Administrator may be or become interested in the Fund as shareholder or otherwise.  It is also understood that trustees, officers, employees and shareholders of the Administrator may be or become interested (as

3

directors, trustees, officers, employees, shareholders or otherwise) in other companies or entities (including, without limitation, other investment companies) which the Administrator 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 Administrator or its subsidiaries or affiliates may enter into advisory or management or administration agreements or other contracts or relationships with such other companies or entities.

5.

Limitation of Liability of the Administrator.  The services of the Administrator to the Trust and the Fund are not to be deemed to be exclusive, the Administrator 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 Administrator, the Administrator shall not be subject to liability to the Trust or the Fund 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-Administrators.  The Administrator may employ one or more sub-administrators from time to time to perform such of the acts and services of the Administrator and upon such terms and conditions as may be agreed upon between the Administrator and such sub-administrators 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 the second anniversary of the execution of this Agreement and shall continue in full force and effect indefinitely thereafter, but only so long as such continuance after such date is specifically approved at least annually (i) by the Board of Trustees of the Trust and (ii) by the vote of a majority of those Trustees of the Trust who are not interested persons of the Administrator or the Trust.

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 trustee of the Administrator, as the case may be, and the Trust may, at any time upon such written notice to the Administrator, 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 Administrator or the Trust, and (ii) by vote of the Board of Trustees of the Trust.  Additional series of the Trust, however, will become a Fund hereunder upon approval by the Trustees of the Trust and amendment of Schedule A.

9.

Limitation of Liability.  The Fund shall not be responsible for the obligations of any other series of the Trust.  Each party expressly acknowledges the provision in the other party’s Declaration of Trust limiting the personal liability of trustees, officers and shareholders, and each party hereby agrees that it shall only have recourse to the assets of the other party for payment of claims or obligations arising out of this Agreement and shall not seek satisfaction from the Trustees, officers or shareholders of the other party.

4

10.

Use of the Name “Eaton Vance”.  The Administrator 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 Administrator or one of its affiliates as the administrator 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 Administrator and its affiliates and other investment companies that have obtained consent to the use of the name “Eaton Vance.”  The Administrator 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 Administrator or one of its affiliates as the Fund’s administrator.  Future names adopted by the Fund for itself, insofar as such names include identifying words requiring the consent of the Administrator, shall be the property of the Administrator and shall be subject to the same terms and conditions.

11.

Certain Definitions.  The term “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.

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

EATON VANCE SPECIAL INVESTMENT TRUST

EATON VANCE MANAGEMENT

By /s/ Duncan W. Richardson

By /s/ Maureen A. Gemma

Duncan W. Richardson

Maureen A. Gemma

President

Vice President

5

Appendix A

*

Fee is a percentage of average daily net assets per annum, computed and paid monthly.

**

Fee rate (effective June 15, 2012) reflects the former Fee Reduction Agreement dated October 15, 2007.

6

EXHIBIT (i)(2)

CONSENT OF COUNSEL

I consent to the incorporation by reference in this Post-Effective Amendment No. 123 to the Registration Statement of Eaton Vance Special Investment Trust (1933 Act File No. 2-27962) of my opinion dated April 28, 2011, which was filed as Exhibit (i) to Post-Effective Amendment No. 113.

/s/ Katy D. Burke

Katy D. Burke, Esq.

September 27, 2012

Boston, Massachusetts

EXHIBIT (j)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 123 to Registration Statement No. 002-27962 on Form N-1A of our report dated February 21, 2012, relating to the financial statements and financial highlights of Eaton Vance Balanced Fund, one of the funds constituting Eaton Vance Special Investment Trust, appearing in the Annual Report on Form N-CSR of Eaton Vance Special Investment Trust, for the year ended December 31, 2011, and to the references to us under the headings “ Financial Highlights ” in the Prospectus dated May 1, 2012 and the Supplement to the Prospectus dated May 1, 2012, and “ Independent Registered Public Accounting Firm ” and “ Financial Statements ” in the Statement of Additional Information dated May 1, 2012, which are incorporated by reference in and are part of such registration statement.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

September 27, 2012

Parametric Risk Advisors, LLC

Code of Ethics

EXHIBIT (p)(3)

Parametric Risk Advisors, LLC
Code of Ethics

Amended as of July 16, 2012

1

Parametric Risk Advisors, LLC

Code of Ethics

Table of Contents

1 - Statement of General Policy

2 - Definitions

3 - Standards of Business Conduct

4 - Prohibition Against Insider Trading

5 - Personal Securities Transactions

6 - Gifts and Entertainment

7 - Protecting the Confidentiality of Client Information

8 - Service as a Director

9 - Compliance Procedures

10 - Certification

11 - Records

12 - Reporting Violations and Sanctions

Amended as of July 16, 2012

2

Parametric Risk Advisors, LLC

Code of Ethics

1 - Statement of General Policy

This Code of Ethics (“Code”) has been adopted by Parametric Risk Advisors, LLC and is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”). 

This Code establishes rules of conduct for all employees of Parametric Risk Advisors, LLC and is designed to, among other things, govern personal securities trading activities in the accounts of employees.  The Code is based upon the principle that Parametric Risk Advisors, LLC and its employees owe a fiduciary duty to Parametric Risk Advisors, LLC's clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of clients, (ii) taking inappropriate advantage of their position with the firm and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.

The Code is designed to ensure that the high ethical standards long maintained by Parametric Risk Advisors, LLC continue to be applied.  The purpose of the Code is to preclude activities which may lead to or give the appearance of conflicts of interest, insider trading and other forms of prohibited or unethical business conduct.  The excellent name and reputation of our firm continues to be a direct reflection of the conduct of each employee.

Pursuant to Section 206 of the Advisers Act, both Parametric Risk Advisors, LLC and its employees are prohibited from engaging in fraudulent, deceptive or manipulative conduct.  Compliance with this section involves more than acting with honesty and good faith alone.  It means that the Parametric Risk Advisors, LLC has an affirmative duty of utmost good faith to act solely in the best interest of its clients.

Parametric Risk Advisors, LLC and its employees are subject to the following specific fiduciary obligations when dealing with clients:

·

The duty to have a reasonable, independent basis for the investment advice provided;

·

The duty to obtain best execution for a client’s transactions where the Firm is in a position to direct brokerage transactions for the client;

·

The duty to ensure that investment advice is suitable to meeting the client’s individual objectives, needs and circumstances; and

·

A duty to be loyal to clients.

In meeting its fiduciary responsibilities to its clients, Parametric Risk Advisors, LLC expects every employee to demonstrate the highest standards of ethical conduct for continued employment with Parametric Risk Advisors, LLC.  Strict compliance with the provisions of the Code shall be considered a basic condition of employment with Parametric Risk Advisors, LLC.   Parametric Risk Advisors, LLC's reputation for fair and honest dealing with its clients has taken considerable time to build.  This standing could be seriously damaged as the result of even a single securities transaction being considered questionable in light of the fiduciary duty owed to our clients.  Employees are urged to seek the advice of The CCO, the Chief Compliance Officer, for any questions about the Code or the application of the Code to their individual circumstances.  Employees should also understand that a material

Amended as of July 16, 2012

3

Parametric Risk Advisors, LLC

Code of Ethics

breach of the provisions of the Code may constitute grounds for disciplinary action, including termination of employment with Parametric Risk Advisors, LLC.

The provisions of the Code are not all-inclusive.  Rather, they are intended as a guide for employees of Parametric Risk Advisors, LLC in their conduct.  In those situations where an employee may be uncertain as to the intent or purpose of the Code, he/she is advised to consult with The CCO.  The CCO may grant exceptions to certain provisions contained in the Code only in those situations when it is clear beyond dispute that the interests of our clients will not be adversely affected or compromised.  All questions arising in connection with personal securities trading should be resolved in favor of the client even at the expense of the interests of employees.

The CCO will periodically report to senior management/board of directors of Parametric Risk Advisors, LLC to document compliance with this Code.

Amended as of July 16, 2012

4

Parametric Risk Advisors, LLC

Code of Ethics

2 - Definitions

For the purposes of this Code, the following definitions shall apply:

·

“Access person” or “Portfolio Employee” means any supervised person who: has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any fund managed by Parametric Risk Advisors, LLC or its control affiliates; or is involved in making securities recommendations to clients that are nonpublic.

·

“Account” means accounts of any employee and includes accounts of the employee’s immediate family members (any relative by blood or marriage living in the employee’s household), and any account in which he or she has a direct or indirect beneficial interest, such as trusts and custodial accounts or other accounts in which the employee has a beneficial interest or exercises investment discretion.

·

  “Beneficial ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 in determining whether a person is the beneficial owner of a security for purposes of Section 16 of such Act and the rules and regulations thereunder.

·

“Client” means any person or entity, including investment company and any other client for which PRA provides investment advisory or sub-advisory services.

·

“Initial Public Offerings” and “Secondary Public Offerings”.  Initial Public Offerings, also referred to simply as a "public offering", is when a company issues common stock or shares to the public for the first time.  A Secondary Public Offering is a one-time offering of stock to the public which is not an initial public offering.

·

“Reportable security” means any security as defined in Section 202(a)(18) of the Advisers Act, except that it does not include: (i) Transactions and holdings in direct obligations of the Government of the United States; (ii) Bankers’ acceptances, bank certificates of deposit, commercial paper and other high quality short-term debt instruments, including repurchase agreements; (iii) Shares issued by money market funds; (iv) Transactions and holdings in shares of other types of open-end registered mutual funds, unless Parametric Risk Advisors, LLC or a control affiliate acts as the investment adviser or principal underwriter for the fund; and (v) Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in mutual funds, unless  Parametric Risk Advisors, LLC or a control affiliate acts as the  investment adviser or principal underwriter for the fund.

·

“Restricted List” represents those securities where the Company is in possession of material inside information about the issuer.

Amended as of July 16, 2012

5

Parametric Risk Advisors, LLC

Code of Ethics

·

“Supervised person” means directors, officers and partners of Parametric Risk Advisors, LLC (or other persons occupying a similar status or performing similar functions); employees of Parametric Risk Advisors, LLC; and any other person who provides advice on behalf of Parametric Risk Advisors, LLC and is subject to Parametric Risk Advisors, LLC's supervision and control.

Amended as of July 16, 2012

6

Parametric Risk Advisors, LLC

Code of Ethics

3 - Standards of Business Conduct

Parametric Risk Advisors, LLC places the highest priority on maintaining its reputation for integrity and professionalism.  That reputation is a vital business asset.  The confidence and trust placed in our firm and it's employees by our clients is something we value and endeavor to protect.  The following Standards of Business Conduct sets forth policies and procedures to achieve these goals.  This Code is intended to comply with the various provisions of the Advisers Act and also requires that all supervised persons comply with the various applicable provisions of the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and applicable rules and regulations adopted by the Securities and Exchange Commission (“SEC”). 

Section 204A of the Advisers Act requires the establishment and enforcement of policies and procedures reasonably designed to prevent the misuse of material, nonpublic information by investment advisers.  Such policies and procedures are contained in this Code.  The Code also contains policies and procedures with respect to personal securities transactions of all Parametric Risk Advisors, LLC's supervised persons as defined herein.  These procedures cover transactions in a reportable security in which a supervised person has a beneficial interest in or accounts over which the supervised person exercises control as well as transactions by members of the supervised person’s immediate family.

Section 206 of the Advisers Act makes it unlawful for Parametric Risk Advisors, LLC or its agents or employees to employ any device, scheme or artifice to defraud any client or prospective client, or to engage in fraudulent, deceptive or manipulative practices.  This Code contains provisions that prohibit these and other enumerated activities and that are reasonably designed to detect and prevent violations of the Code, the Advisers Act and rules thereunder.

Amended as of July 16, 2012

7

Parametric Risk Advisors, LLC

Code of Ethics

4 - Prohibition Against Insider Trading

Introduction

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

The rules contained in this Code apply to securities trading and information handling by supervised persons of Parametric Risk Advisors, LLC and their immediate family members.

The law of insider trading is unsettled and continuously developing.  An individual legitimately may be uncertain about the application of the rules contained in this Code in a particular circumstance.  Often, a single question can avoid disciplinary action or complex legal problems.  You must notify The CCO immediately if you have any reason to believe that a violation of this Code has occurred or is about to occur.

General Policy

No supervised person may trade, either personally or on behalf of others (such as investment funds and private accounts managed by Parametric Risk Advisors, LLC), while in the possession of material, nonpublic information, nor may any personnel of Parametric Risk Advisors, LLC communicate material, nonpublic information to others in violation of the law.

1. What is Material Information?

Information is material where there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions.  Generally, this includes any information the disclosure of which will have a substantial effect on the price of a company’s securities.  No simple 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 The CCO.

Material information often relates to a company’s results and operations, including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Material information also may relate to the market for a company’s securities.  Information about a significant order to purchase or sell securities may, in some contexts, be material.  Prepublication information regarding reports in the financial press also may be material.  For example, the United States Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journal’s “Heard on the Street” column.

Amended as of July 16, 2012

8

Parametric Risk Advisors, LLC

Code of Ethics

You should also be aware of the SEC’s position that the term “material nonpublic information” relates not only to issuers but also to Parametric Risk Advisors, LLC's securities recommendations and client securities holdings and transactions.

2. What is Nonpublic Information?

Information is “public” when it has been disseminated broadly to investors in the marketplace.  For example, information is public after it has become available to the general public through a public filing with the SEC or some other government agency, the Dow Jones “tape” or The Wall Street Journal or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.

3. Identifying Inside Information

Before executing any trade for yourself or others, including investment funds or private accounts managed by Parametric Risk Advisors, LLC (“Client Accounts”), you must determine whether you have access to material, nonpublic information.  If you think that you might have access to material, nonpublic information, you should take the following steps:

·

Report the information and proposed trade immediately to The CCO.

·

Do not purchase or sell the securities on behalf of yourself or others, including investment funds or private accounts managed by the firm.

·

Do not communicate the information inside or outside the firm, other than to The CCO.

·

After the CCO has reviewed the issue, the firm will determine whether the information is material and nonpublic and, if so, what action the firm will take.

You should consult with the CCO before taking any action.  This degree of caution will protect you, our clients, and the firm.

4. Contacts with Public Companies

Contacts with public companies may represent an important part of our research efforts.  The firm may make investment decisions on the basis of conclusions formed through such contacts and analysis of publicly available information.  Difficult legal issues arise, however, when, in the course of these contacts, a supervised person of Parametric Risk Advisors, LLC or other person subject to this Code 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 selective disclosure of adverse news to a handful of investors.  In such situations, Parametric Risk Advisors, LLC must make a judgment as to its further conduct.  To protect yourself, your clients and the firm, you should contact The CCO immediately if you believe that you may have received material, nonpublic information.

Amended as of July 16, 2012

9

Parametric Risk Advisors, LLC

Code of Ethics

5. 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 the possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either.  Supervised persons of Parametric Risk Advisors, LLC and others subject to this Code should exercise extreme caution any time they become aware of nonpublic information relating to a tender offer.

6. Restricted/Watch Lists

Although Parametric Risk Advisors, LLC does not typically receive confidential information from portfolio companies, it may, if it receives such information take appropriate procedures to establish restricted or watch lists in certain securities.

The CCO may place certain securities on a “restricted list.”  Supervised persons are prohibited from personally, or on behalf of an advisory account, purchasing or selling securities during any period they are listed.  Securities issued by companies about which a number of supervised persons are expected to regularly have material, nonpublic information should generally be placed on the restricted list.  The CCO shall take steps to immediately inform all supervised persons of the securities listed on the restricted list.

Amended as of July 16, 2012

10

Parametric Risk Advisors, LLC

Code of Ethics

5 - Personal Securities Transactions

Trading in General

You may not engage, and you may not permit any other person or entity to engage, in any purchase or sale of any Security (other than an Exempt Security), of which you have, or by reason of the transaction will acquire, Beneficial Ownership, unless (i) the transaction is an Exempt Transaction or (ii) you have complied with the procedures set forth under Preclearance Procedures .  

Securities

The following are Securities :

Any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any security.

The following are not Securities :

Commodities, futures and options traded on a commodities exchange, including currency futures.  However, futures and options on any group or index of Securities are Securities.

Purchase or Sale of a Security

The purchase or sale of a Security includes, among other things, the writing of an option to purchase or sell a Security.

Exempt Securities

The following are Exempt Securities :

1.

Direct obligations of the Government of the United States.

2.

Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments (defined as any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a Nationally Recognized Statistical Rating Organization, including repurchase agreements.

3.

Shares of registered open-end investment companies unless they are shares of registered investment companies advised or subadvised by Parametric or its affiliates (including but not limited to Eaton Vance Management).

Amended as of July 16, 2012

11

Parametric Risk Advisors, LLC

Code of Ethics

Beneficial Ownership

The following section is designed to give you a practical guide with respect to Beneficial Ownership.  However, for purposes of this Code, Beneficial Ownership shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) of the Exchange Act of 1934 (the “Exchange Act”) in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder.

You are considered to have Beneficial Ownership of Securities if you have or share a direct or indirect Pecuniary Interest in the Securities.

You have a Pecuniary Interest in Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities.

The following are examples of an indirect Pecuniary Interest in Securities:

1.

Securities held by members of your immediate family sharing the same household; however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide you with any economic benefit.

Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.

2.

Your interest as a general partner in Securities held by a general or limited partnership.

3.

Your interest as a manager-member in the Securities held by a limited liability company.

You do not have an indirect Pecuniary Interest in Securities held by a corporation, partnership, limited liability company or other entity in which you hold an equity interest, unless you are a controlling equityholder or you have or share investment control over the Securities held by the entity.

The following circumstances constitute Beneficial Ownership by you of Securities held by a trust:

1.

Your ownership of Securities as a trustee where either you or members of your immediate family have a vested interest in the principal or income of the trust.

2.

Your ownership of a vested beneficial interest in a trust.

3.

Your status as a settlor of a trust, unless the consent of all of the beneficiaries is required in order for you to revoke the trust.

Amended as of July 16, 2012

12

Parametric Risk Advisors, LLC

Code of Ethics

Exempt Transactions

The following are Exempt Transactions :

1.

Any transaction in Securities in an account over which you do not have any direct or indirect influence or control.  There is a presumption that you can exert some measure of influence or control over accounts held by members of your immediate family sharing the same household, but this presumption may be rebutted by convincing evidence.

2.

Purchases of Securities under dividend reinvestment plans.

3.

Purchases of Securities by exercise of rights issued to the holders of a class of Securities pro rata , to the extent they are issued with respect to Securities of which you have Beneficial Ownership.

4.

Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities of which you have Beneficial Ownership.

5.

Such other classes of transactions as may be exempted from time to time by Compliance based upon a determination that the transactions are unlikely to violate Rule 17j-1 under the Investment Company Act of 1940, as amended.   Compliance  may exempt designated classes of transactions from any of the provisions of this Code except the provisions set forth below under Reporting .

6.

Such other specific transactions as may be exempted from time to time by Compliance.  On a case-by-case basis when no abuse is involved. Compliance  may exempt a specific transaction from any of the provisions of this Code except the provisions set forth below under Reporting .  The form for requesting approval from Compliance is attached to this Code as Appendix VI.

Additional Exempt Transactions

The following classes of transactions have been designated as Exempt Transactions by the Compliance:

1.

Purchases or sales of up to $100,000 per calendar month per issuer of fixed-income Securities.

2.

Any purchase or sale of fixed-income Securities issued by agencies or instrumentalities of, or unconditionally guaranteed by, the Government of the United States.

3.

Purchases or sales of up to $1,000,000 per calendar month per issuer of fixed-income Securities issued by qualified foreign governments .

A qualified foreign government is a national government of a developed foreign country with outstanding fixed-income securities in excess of fifty billion dollars.

Amended as of July 16, 2012

13

Parametric Risk Advisors, LLC

Code of Ethics

4.

Purchases or sales of up to 2,000 shares per day per issuer, of large-cap issuers .

A large-cap issuer is an issuer with a total market capitalization in excess of five billion dollars and an average daily trading volume during the preceding calendar quarter, on the principal securities exchange (including NASDAQ) on which its shares are traded, in excess of 100,000 shares.

Information concerning large-cap issuers is available on the Internet.  If you are unsure whether a security is a large-cap issue, contact Compliance.

5.

Purchases or sales of up to the lesser of 1,000 shares or $10,000 per calendar week, per issuer, of stock of issuers other than large-cap issuers including any registered closed-end investment companies not exempted elsewhere and not advised or subadvised by Parametric or its affiliates (including Eaton Vance Management).

6.

Purchases or sales of any registered open-end investment companies not advised or subadvised by Parametric or its affiliates (including Eaton Vance Management).

7.

If you are not a Portfolio Employee, short sales of any Security otherwise permitted hereunder or puts, calls, straddles or options where the underlying amount of Securities controlled is an amount or transaction otherwise permitted hereunder.

Prohibited Transactions

a. Front Running.  “Front Running” is the practice of taking a position, or effecting the purchase or sale of Securities for personal benefit, based upon non-public information regarding an impending transaction in the same, or equivalent Security.

b.  To cause or recommend a Client to take action for your personal benefit.  Thus, for example, you may not trade in or recommend a security for a Client in order to support or enhance the price of a security in your personal account.   Because your responsibility is to put your Client’s interests ahead of your own, you may not delay taking appropriate action for a Client in order to avoid potential adverse consequences in your personal account.

c.

Participation in Initial Public Offerings and Secondary Public Offerings.

Due to the volume and scope of securities transactions within Client portfolios, and the unpredictable nature of option-driven trading, the possibility exists that personal transactions will occur in the same or opposite direction of client transactions.  A personal transaction that occurs in the same direction prior to a Client trade, or in the opposite direction after a client trade, is not necessarily a violation of paragraphs a and b above unless you knew or should have known that the Client trade would occur.

Amended as of July 16, 2012

14

Parametric Risk Advisors, LLC

Code of Ethics

CAUTION

Qualified foreign governments, large-cap issuers and broadly based indices may change from time to time. Accordingly, you may purchase Securities in an Exempt Transaction only to find that when you wish to sell them, you may not do so without preclearance and approval of  Compliance .

Preclearance Procedures

If a Securities transaction requires preclearance:

The Securities may not be purchased or sold if at the time of preclearance there is a pending buy or sell order on behalf of an Advisory Client in the same Security or an equivalent Security or if you knew or should have known that an Advisory Client would be trading in that security or an equivalent Security on the same day.  

An equivalent Security of a given Security is (i) a Security issuable upon exercise, conversion or exchange of the given Security, (ii) a Security exercisable to purchase, convertible into or exchangeable for the given Security, or (iii) a Security otherwise representing an interest in or based on the value of the given Security.

If you are an Access Person, the Securities may not be purchased or sold during the period which begins seven days before and ends seven days after the day on which any Advisory Client trades in the same Security or an equivalent Security; except that you may, if you preclear the transaction, (i) trade “same way” to any Advisory Client after its trading is completed, or (ii) trade “opposite way” to any Advisory Client before its trading is commenced.

If you are an Access Person, and you preclear a Securities transaction and trade same way to an Advisory Client before its trading is commenced, the transaction is not a violation of this Code unless you knew or should have known that the Advisory Client would be trading in that Security or an equivalent Security within seven days after your trade.

The Securities may be purchased or sold only if you have asked  Compliance  to preclear the purchase or sale,  Compliance  has given you preclearance in writing, and the purchase or sale is executed by the close of business on the day preclearance is given.  Preclearance requests may be made through the “Employee Trading” function within Saugatuck.  

Monitoring of preclearance procedures is the responsibility of the CCO.  

Amended as of July 16, 2012

15

Parametric Risk Advisors, LLC

Code of Ethics

6 - Gifts and Entertainment

Giving, receiving or soliciting gifts in a business setting may create an appearance of impropriety or may raise a potential conflict of interest.  Parametric Risk Advisors, LLC has adopted the policies set forth below to guide supervised persons in this area.

General Policy

Parametric Risk Advisors, LLC's policy with respect to gifts and entertainment is as follows:

·

Giving, receiving or soliciting gifts in a business may give rise to an appearance of impropriety or may raise a potential conflict of interest ;

·

Supervised persons should not accept or provide any gifts or favors  that might influence the decisions you or the recipient must make in business transactions involving Parametric Risk Advisors, LLC, or that others might reasonably believe would influence those decisions;

·

Modest gifts and favors, which would not be regarded by others as improper, may be accepted or given on an occasional basis.  Entertainment that satisfies these requirements and conforms to generally accepted business practices also is permissible;

·

Where there is a law or rule that applies to the conduct of a particular business or the acceptance of gifts of even nominal value, the law or rule must be followed.

Reporting Requirements

·

Any supervised person who accepts, directly or indirectly, anything of value from any person or entity that does business with or on behalf of Parametric Risk Advisors, LLC, including gifts and gratuities with value in excess of $300 per year (Note: Dual registrants sometimes use a $100 gift threshold for all employees based on NASD rule), must obtain consent from The CCO before accepting such gift.

·

This reporting requirement does not apply to bona fide dining or bona fide entertainment if, during such dining or entertainment, you are accompanied by the person or representative of the entity that does business with Parametric Risk Advisors, LLC.

·

This gift reporting requirement is for the purpose of helping Parametric Risk Advisors, LLC monitor the activities of its employees.  However, the reporting of a gift does not relieve any supervised person from the obligations and policies set forth in this Section or anywhere else in this Code.  If you have any questions or concerns about the appropriateness of any gift, please consult The CCO.

Amended as of July 16, 2012

16

Parametric Risk Advisors, LLC

Code of Ethics

7 - Protecting the Confidentiality of Client Information

Confidential Client Information

In the course of investment advisory activities of Parametric Risk Advisors, LLC, the firm gains access to non-public information about its clients.  Such information may include a person's status as a client, personal financial and account information, the allocation of assets in a client portfolio, the composition of investments in any client portfolio, information relating to services performed for or transactions entered into on behalf of clients, advice provided by Parametric Risk Advisors, LLC to clients, and data or analyses derived from such non-public personal information (collectively referred to as "Confidential Client Information").  All Confidential Client Information, whether relating to Parametric Risk Advisors, LLC's current or former clients, is subject to the Code's policies and procedures.  Any doubts about the confidentiality of information must be resolved in favor of confidentiality. 

Non-Disclosure Of Confidential Client Information

All information regarding Parametric Risk Advisors, LLC's clients is confidential.   Information may only be disclosed when the disclosure is consistent with the firm's policy and the client's direction.  Parametric Risk Advisors, LLC does not share Confidential Client Information with any third parties, except in the following circumstances:

·

As necessary to provide service that the client requested or authorized, or to maintain and service the client's account.  Parametric Risk Advisors, LLC will require that any financial intermediary, agent or other service provider utilized by Parametric Risk Advisors, LLC (such as broker-dealers or sub-advisers) comply with substantially similar standards for non-disclosure and protection of Confidential Client Information and use the information provided by Parametric Risk Advisors, LLC only for the performance of the specific service requested by Parametric Risk Advisors, LLC;

·

As required by regulatory authorities or law enforcement officials who have jurisdiction over Parametric Risk Advisors, LLC, or as otherwise required by any applicable law.  In the event Parametric Risk Advisors, LLC is compelled to disclose Confidential Client Information, the firm shall provide prompt notice to the clients affected, so that the clients may seek a protective order or other appropriate remedy.  If no protective order or other appropriate remedy is obtained, Parametric Risk Advisors, LLC shall disclose only such information, and only in such detail, as is legally required;

·

To the extent reasonably necessary to prevent fraud, unauthorized transactions or liability.

Employee Responsibilities

All supervised persons are prohibited, either during or after the termination of their employment with Parametric Risk Advisors, LLC, from disclosing Confidential Client Information to any person or entity outside the firm, including family members, except under the circumstances described above.  A supervised person is permitted to disclose Confidential Client Information only to such other supervised persons who need to have

Amended as of July 16, 2012

17

Parametric Risk Advisors, LLC

Code of Ethics

access to such information to deliver the Parametric Risk Advisors, LLC's services to the client.

Supervised persons are also prohibited from making unauthorized copies of any documents or files containing Confidential Client Information and, upon termination of their employment with Parametric Risk Advisors, LLC, must return all such documents to Parametric Risk Advisors, LLC.

Any supervised person who violates the non-disclosure policy described above will be subject to disciplinary action, including possible termination, whether or not he or she benefited from the disclosed information.

Security Of Confidential Personal Information

Parametric Risk Advisors, LLC enforces the following policies and procedures to protect the security of Confidential Client Information:

·

The firm restricts access to Confidential Client Information to those supervised persons who need to know such information to provide Parametric Risk Advisors, LLC's services to clients;

·

Any supervised person who is authorized to have access to Confidential Client Information in connection with the performance of such person's duties and responsibilities is required to keep such information in a secure compartment, file or receptacle on a daily basis as of the close of each business day;

·

All electronic or computer files containing any Confidential Client Information shall be password secured and firewall protected from access by unauthorized persons;

·

Any conversations involving Confidential Client Information, if appropriate at all, must be conducted by supervised persons in private, and care must be taken to avoid any unauthorized persons overhearing or intercepting such conversations.

Privacy Policy

As a registered investment adviser, Parametric Risk Advisors, LLC and all supervised persons, must comply with SEC Regulation S-P, which requires investment advisers to adopt policies and procedures to protect the "nonpublic personal information" of natural person clients.  "Nonpublic information," under Regulation S-P, includes personally identifiable financial information and any list, description, or grouping that is derived from personally identifiable financial information.  Personally identifiable financial information is defined to include information supplied by individual clients, information resulting from transactions, any information obtained in providing products or services.  Pursuant to Regulation S-P Parametric Risk Advisors, LLC has adopted policies and procedures to safeguard the information of natural person clients.

In addition, all reports and other documents and information supplied by any employee of a Company or Access Person in accordance with the requirements of this Code of Ethics shall be treated as confidential, but are subject to review as provided herein and in the Procedures, by senior management of PRA, by representatives of the Commission, or otherwise as required by law, regulation, or court order.

Amended as of July 16, 2012

18

Parametric Risk Advisors, LLC

Code of Ethics

Enforcement and Review of Confidentiality and Privacy Policies

The CCO is responsible for reviewing, maintaining and enforcing Parametric Risk Advisors, LLC's confidentiality and privacy policies and is also responsible for conducting appropriate employee training to ensure adherence to these policies.  Any exceptions to this policy requires the written approval of The CCO.

Amended as of July 16, 2012

19

Parametric Risk Advisors, LLC

Code of Ethics

8 - Service as a Director

No supervised person shall serve on the board of directors of any publicly traded company without prior authorization by The CCO or a designated supervisory person based upon a determination that such board service would be consistent with the interest of Parametric Risk Advisors, LLC's clients.  Where board service is approved Parametric Risk Advisors, LLC shall implement a “Chinese Wall” or other appropriate procedure to isolate such person from making decisions relating to the company’s securities.

Amended as of July 16, 2012

20

Parametric Risk Advisors, LLC

Code of Ethics

9 - Compliance Procedures

Reporting Requirements

Every supervised person shall provide initial and annual holdings reports and quarterly transaction reports to The CCO which must contain the information described below.

1. Initial Holdings Report

Every supervised person shall, no later than ten (10) days after the person becomes a supervised person, file an initial holdings report containing the following information:

·

The title and exchange ticker symbol or CUSIP number, type of security, number of shares and principal amount (if applicable) of each reportable security in which the supervised person had any direct or indirect beneficial interest ownership  when the person becomes a supervised person;

·

The name of any broker, dealer or bank, account name, number and location with whom the supervised person maintained an account in which any securities were held for the direct or indirect benefit of the supervised person; and

·

The date that the report is submitted by the supervised person.

The information submitted must be current as of a date no more than forty-five (45) days before the person became a supervised person.

In addition, any new account must be reported to the CCO no more than ten (10) days after being opened.

2. Annual Holdings Report

Every supervised person shall, no later than January 30 each year, file an annual holdings report containing the same information required in the initial holdings report as described above.  The information submitted must be current as of a date no more than forty-five (45) days before the annual report is submitted.

3. Quarterly Transaction Reports

Every supervised person must, no later than thirty (30) days after the end of each calendar quarter, file a quarterly transaction report, received from the broker where the account is held, containing the following information:

With respect to any transaction during the quarter in a reportable security in which the supervised persons had any direct or indirect beneficial ownership:

·

The date of the transaction, the title and exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and  the principal amount (if applicable) of each covered security;

Amended as of July 16, 2012

21

Parametric Risk Advisors, LLC

Code of Ethics

·

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

·

The price of the reportable security at which the transaction was effected;

·

The name of the broker, dealer or bank with or through whom the transaction was effected; and

·

The date the report is submitted by the supervised person.

4. Exempt Transactions

A supervised person need not submit a report with respect to:

·

Transactions effected for, securities held in, any account over which the person has no direct or indirect influence or control;

·

Transactions effected pursuant to an automatic investment plan;

·

A quarterly transaction report if the report would duplicate information contained in securities transaction confirmations or brokerage account statements that Parametric Risk Advisors, LLC holds in its records so long as the firm receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter;

·

Any transaction or holding report if Parametric Risk Advisors, LLC has only one supervised person, so long as the firm maintains records of the information otherwise required to be reported

 
5. Monitoring and Review of Personal Securities Transactions

The CCO or a designee will monitor and review all reports required under the Code for compliance with Parametric Risk Advisors, LLC's policies regarding personal securities transactions and applicable SEC rules and regulations.  The CCO may also initiate inquiries of supervised persons regarding personal securities trading.  Supervised persons are required to cooperate with such inquiries and any monitoring or review procedures employed Parametric Risk Advisors, LLC.  Any transactions for any accounts of The CCO will be reviewed and approved by the President or other designated supervisory person. The CCO shall at least annually identify all supervised persons who are required to file reports pursuant to the Code and will inform such supervised persons of their reporting obligations.

Amended as of July 16, 2012

22

Parametric Risk Advisors, LLC

Code of Ethics

10 - Certification

Initial Certification

All supervised persons will be provided with a copy of the Code and must initially certify in writing to The CCO that they have: (i) received a copy of the Code; (ii) read and understand all provisions of the Code; (iii) agreed to abide by the Code; and (iv) reported all account holdings as required by the Code. 

Acknowledgement of Amendments

All supervised persons shall receive any amendments to the Code and must certify to The CCO in writing that they have: (i) received a copy of the amendment; (ii) read and understood the amendment; (iii) and agreed to abide by the Code as amended.

Annual Certification

All supervised persons must annually certify in writing to The CCO that they have: (i) read and understood all provisions of the Code; (ii) complied with all requirements of the Code; and (iii) submitted all holdings and transaction reports as required by the Code.

Further Information

Supervised persons should contact The CCO regarding any inquiries pertaining to the Code or the policies established herein.

Amended as of July 16, 2012

23

Parametric Risk Advisors, LLC

Code of Ethics

11 - Records

The CCO shall maintain and cause to be maintained in a readily accessible place the following records:

·

A copy of any code of ethics adopted by the firm pursuant to Advisers Act Rule 204A-1 which is or has been in effect during the past five years;

·

A record of any violation of Parametric Risk Advisors, LLC's Code and any action that was taken as a result of such violation for a period of five years from the end of the fiscal year in which the violation occurred;

·

A record of all written acknowledgements of receipt of the Code and amendments thereto for each person who is currently, or within the past five years was, a supervised person which shall be retained for five years after the individual ceases to be a supervised person of Parametric Risk Advisors, LLC;

·

A copy of each report made pursuant to  Advisers Act Rule 204A-1, including any brokerage confirmations and account statements made in lieu of these reports;

·

A list of all persons who are, or within the preceding five years have been, access persons;

·

A record of any decision and reasons supporting such decision to approve a supervised persons' acquisition of securities in IPOs and limited offerings within the past five years after the end of the fiscal year in which such approval is granted.

Amended as of July 16, 2012

24

Parametric Risk Advisors, LLC

Code of Ethics

12 - Reporting Violations and Sanctions

All supervised persons shall promptly report to The CCO or an alternate designee all apparent violations of the Code.  Any retaliation for the reporting of a violation under this Code will constitute a violation of the Code.

The CCO shall promptly report to senior management all apparent material violations of the Code.  When The CCO finds that a violation otherwise reportable to senior management could not be reasonably found to have resulted in a fraud, deceit, or a manipulative practice in violation of Section 206 of the Advisers Act, he or she may, in his or her discretion, submit a written memorandum of such finding and the reasons therefore to a reporting file created for this purpose in lieu of reporting the matter to senior management.

Senior management shall consider reports made to it hereunder and shall determine whether or not the Code has been violated and what sanctions, if any, should be imposed.  Possible sanctions may include reprimands, monetary fine or assessment, or suspension or termination of the employee’s employment with the firm.

Amended as of July 16, 2012

25

Parametric Risk Advisors, LLC

Code of Ethics

13 – Dual Employees

Certain PRA employees are also employees of Eaton Vance Management.  As a result, certain PRA employees are also subject to the Eaton Vance Code of Ethics.

Amended as of July 16, 2012

26

EXHIBIT (q)

POWER OF ATTORNEY

We, the undersigned officers and Trustees/Directors of the Trusts, Corporations and Portfolios listed on Schedule A attached hereto (collectively, the “Entities”), do hereby severally constitute and appoint Thomas E. Faust Jr., Maureen A. Gemma, Barbara E. Campbell or Deidre E. Walsh, 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, any Registration Statement on the prescribed form (including, but not limited to, Form N-1A, Form N-2 or Form N-14) and any and all amendments (including post-effective amendments) to a Registration Statement filed with the Securities and Exchange Commission on behalf of each of the respective Entities listed on Schedule A, in respect of shares or units of beneficial interest or common stock and other documents and papers relating thereto:

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

POWER OF ATTORNEY

SCHEDULE A

Eaton Vance Growth Trust (“Growth Trust”)

Eaton Vance Investment Trust (“Investment Trust”)

Eaton Vance Managed Income Term Trust (“Managed Income Term Trust”)

Eaton Vance Municipals Trust (“Municipals Trust”)

Eaton Vance Municipals Trust II (“Municipals Trust II”)

Eaton Vance Mutual Funds Trust (“Mutual Funds Trust”)

Eaton Vance Series Fund, Inc. (“Series Fund, Inc.”)

Eaton Vance Series Trust (“Series Trust”)

Eaton Vance Series Trust II (“Series Trust II”)

Eaton Vance Special Investment Trust (“Special Investment Trust”)

Eaton Vance Variable Trust (“Variable Trust”)

Eaton Vance California Municipal Bond Fund (“California Municipal Bond Fund”)

Eaton Vance California Municipal Bond Fund II (“California Municipal Bond Fund II”)

Eaton Vance California Municipal Income Trust (“California Municipal Income Trust”)

Eaton Vance Diversified Emerging Markets Local Income Fund, Inc. (“Diversified Emerging Markets Local Income Fund, Inc.”)

Eaton Vance Enhanced Equity Income Fund (“Enhanced Equity Income Fund”)

Eaton Vance Enhanced Equity Income Fund II (“Enhanced Equity Income Fund II”)

Eaton Vance Floating-Rate Income Trust (“Floating-Rate Income Trust”)

Eaton Vance Limited Duration Income Fund (“Limited Duration Income Fund”)

Eaton Vance Massachusetts Municipal Bond Fund (“Massachusetts Municipal Bond Fund”)

Eaton Vance Massachusetts Municipal Income Trust (“Massachusetts Municipal Income Trust”)

Eaton Vance Michigan Municipal Bond Fund (“Michigan Municipal Bond Fund”)

Eaton Vance Michigan Municipal Income Trust (“Michigan Municipal Income Trust”)

Eaton Vance Municipal Bond Fund (“Municipal Bond Fund”)

Eaton Vance Municipal Bond Fund II (“Municipal Bond Fund II”)

Eaton Vance Municipal Income Trust (“Municipal Income Trust”)

Eaton Vance National Municipal Income Trust (“National Municipal Income Trust”)

Eaton Vance National Municipal Opportunities Trust (“National Municipal Opportunities Trust”)

Eaton Vance New Jersey Municipal Bond Fund (“New Jersey Municipal Bond Fund”)

Eaton Vance New Jersey Municipal Income Trust (“New Jersey Municipal Income Trust”)

Eaton Vance New York Municipal Bond Fund (“New York Municipal Bond Fund”)

Eaton Vance New York Municipal Bond Fund II (“New York Municipal Bond Fund II”)

Eaton Vance New York Municipal Income Trust (“New York Municipal Income Trust”)

Eaton Vance Ohio Municipal Bond Fund (“Ohio Municipal Bond Fund”)

Eaton Vance Ohio Municipal Income Trust (“Ohio Municipal Income Trust”)

Eaton Vance Pennsylvania Municipal Bond Fund (“Pennsylvania Municipal Bond Fund”)

Eaton Vance Pennsylvania Municipal Income Trust (“Pennsylvania Municipal Income Trust”)

Eaton Vance Preferred Dividend Income Trust (“Preferred Dividend Income Trust”)

Eaton Vance Risk-Managed Diversified Equity Income Fund (“Risk-Managed Diversified Equity Income Fund”)

Eaton Vance Risk-Managed Equity Income Opportunities Fund (“Risk-Managed Equity Income Opportunities Fund”)

Eaton Vance Senior Floating-Rate Trust (“Senior Floating-Rate Trust”)

Eaton Vance Senior Income Trust (“Senior Income Trust”)

Eaton Vance Short Duration Diversified Income Fund (“Short Duration Diversified Income Fund”)

Eaton Vance Tax-Advantaged Bond and Option Strategies Fund (“Tax-Advantaged Bond and Option Strategies Fund”)

Eaton Vance Tax-Advantaged Dividend Income Fund (“Tax-Advantaged Dividend Income Fund”)

Eaton Vance Tax-Advantaged Global Dividend Income Fund (“Tax-Advantaged Global Dividend Income Fund”)

Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund (“Tax-Advantaged Global Dividend Opportunities Fund”)

Eaton Vance Tax-Managed Buy-Write Income Fund (“Tax-Managed Buy-Write Income Fund”)

Eaton Vance Tax-Managed Buy-Write Opportunities Fund (“Tax-Managed Buy-Write Opportunities Fund”)

Eaton Vance Tax-Managed Diversified Equity Income Fund (“Tax-Managed Diversified Equity Income Fund”)

Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund (“Tax-Managed Global Buy-Write Opportunities Fund”)

Eaton Vance Tax-Managed Global Diversified Equity Income Fund (“Tax-Managed Global Diversified Equity Income Fund”)

e UNITs ^TM 2 Year International Equity Market Participation Trust:  Upside to Cap / Buffered Downside (“ e UNITs ^TM International Trust”)

e Units ^TM 2 Year U.S. Market Participation Trust:  Upside to Cap / Buffered Downside (“ e Units ^TM U.S. Trust”)

e Units ^TM 2 Year U.S. Market Participation Trust II:  Upside to Cap / Buffered Downside (“ e Units ^TM U.S. Trust II”)

e Units ^TM 2 Year U.S. Market Participation Trust III:  Upside to Cap / Buffered Downside (“ e Units ^TM U.S. Trust III”)

e Units ^TM 2 Year U.S. Market Participation Trust IV:  Upside to Cap / Buffered Downside (“ e Units ^TM U.S. Trust IV”)

e Units ^TM 2 Year U.S. Market Participation Trust V:  Upside to Cap / Buffered Downside (“ e Units ^TM U.S. Trust V”)

e Units ^TM 2 Year U.S. Market Participation Trust VI:  Upside to Cap / Buffered Downside (“ e Units ^TM U.S. Trust VI”)

      Portfolio Name

      Trust Name

Asian Small Companies Portfolio

Eaton Vance Growth Trust

Boston Income Portfolio

Eaton Vance Mutual Funds Trust

Eaton Vance Series Trust II

Build America Bond Portfolio

Eaton Vance Mutual Funds Trust

Cash Management Portfolio

Eaton Vance Mutual Funds Trust

Dividend Builder Portfolio

Eaton Vance Special Investment Trust

Emerging Markets Local Income Portfolio

Eaton Vance Mutual Funds Trust

Floating Rate Portfolio

Eaton Vance Mutual Funds Trust

Eaton Vance Special Investment Trust

Focused Growth Portfolio

Eaton Vance Growth Trust

Global Dividend Income Portfolio

Eaton Vance Mutual Funds Trust

Global Growth Portfolio

Eaton Vance Growth Trust

Global Macro Absolute Return Advantage Portfolio

Eaton Vance Mutual Funds Trust

Global Macro Portfolio

Eaton Vance Mutual Funds Trust

Global Opportunities Portfolio

Eaton Vance Mutual Funds Trust

Government Obligations Portfolio

Eaton Vance Mutual Funds Trust

Greater China Growth Portfolio

Eaton Vance Growth Trust

Greater India Portfolio

Eaton Vance Special Investment Trust

High Income Opportunities Portfolio

Eaton Vance Mutual Funds Trust

Inflation-Linked Securities Portfolio

Eaton Vance Special Investment Trust

International Equity Portfolio

Eaton Vance Mutual Funds Trust

International Income Portfolio

Eaton Vance Mutual Funds Trust

Investment Grade Income Portfolio

Eaton Vance Special Investment Trust

Large-Cap Core Research Portfolio

Eaton Vance Mutual Funds Trust

Eaton Vance Special Investment Trust

Large-Cap Growth Portfolio

Eaton Vance Special Investment Trust

Large-Cap Value Portfolio

Eaton Vance Special Investment Trust

MSAM Completion Portfolio

Eaton Vance Mutual Funds Trust

MSAR Completion Portfolio

Eaton Vance Mutual Funds Trust

Multi-Cap Growth Portfolio

Eaton Vance Growth Trust

Multi-Sector Portfolio

Eaton Vance Mutual Funds Trust

Parametric Structured Absolute Return Portfolio

Eaton Vance Mutual Funds Trust

Senior Debt Portfolio

Eaton Vance Mutual Funds Trust

Short Duration High Income Portfolio

Eaton Vance Mutual Funds Trust

Short-Term U.S. Government Portfolio

Eaton Vance Mutual Funds Trust

Eaton Vance Special Investment Trust

Small-Cap Portfolio

Eaton Vance Special Investment Trust

SMID-Cap Portfolio

Eaton Vance Growth Trust

Special Equities Portfolio

Eaton Vance Special Investment Trust

Tax-Managed Growth Portfolio

Eaton Vance Mutual Funds Trust

Eaton Vance Series Trust

Tax-Managed International Equity Portfolio

Eaton Vance Mutual Funds Trust

Tax-Managed Mid-Cap Core Portfolio

Eaton Vance Mutual Funds Trust

Tax-Managed Multi-Cap Growth Portfolio

Eaton Vance Mutual Funds Trust

Tax-Managed Small-Cap Portfolio

Eaton Vance Mutual Funds Trust

Tax-Managed Small-Cap Value Portfolio

Eaton Vance Mutual Funds Trust

Tax-Managed Value Portfolio

Eaton Vance Mutual Funds Trust

Worldwide Health Sciences Portfolio

Eaton Vance Growth Trust