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                         Eaton Vance Mutual Funds Trust

                (Name of Registrant as Specified in Its Charter)

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                EATON VANCE TAX-MANAGED INTERNATIONAL GROWTH FUND

                            The Eaton Vance Building
                                255 State Street
                           Boston, Massachusetts 02109


                             **URGENT ACTION ITEM**
                               ------------------


Dear Shareholder:

     The  Special   Meeting  of   Shareholders   for  Eaton  Vance   Tax-Managed
International Growth Fund (the "Fund") has adjourned until FRIDAY, MAY 14, 2004.
Although  the response to date for the Fund has been  overwhelmingly  favorable,
the Fund is in jeopardy of not receiving the  necessary  participation.  AT THIS
POINT WE HAVE NOT RECEIVED YOUR VOTE AND WE WOULD GREATLY APPRECIATE YOUR ACTING
ON THIS  MATTER  TODAY  BY  UTILIZING  ONE OF THE  FOLLOWING  CONVENIENT  VOTING
OPTIONS:

     1.   VOTE BY TELEPHONE.  You may cast your vote by telephone by calling the
          toll free number  listed on the enclosed  voting  instruction  form or
          proxy card and by following the prerecorded  information.  Please have
          your proxy information available.

     2.   VOTE THROUGH THE  INTERNET.  You may cast your vote using the internet
          by logging onto the internet  address  located on the enclosed  voting
          instruction  form or proxy card and following the  instructions on the
          website. Please have your proxy information available.

     3.   VOTE BY MAIL.  You may cast your vote by mail by  signing,  dating and
          mailing  the  enclosed  voting  instruction  form or proxy card in the
          postage-prepaid return envelope provided.

     THE BOARD OF TRUSTEES OF THE FUND  UNANIMOUSLY  RECOMMENDS THAT YOU VOTE IN
FAVOR OF THE  PROPOSAL  AND  BELIEVES  THE  PROPOSAL IS IN THE  INTERESTS OF THE
SHAREHOLDERS OF THE FUND.

     If you cannot locate your proxy  materials or have any questions  about the
proxy materials, please call D.F. King & Co., Inc., toll free at 1-800-714-3305.



                   YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.