SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

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Eaton Vance Mutual Funds Trust Eaton Vance Special Investment Trust

(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.

(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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EATON VANCE LARGE-CAP VALUE FUND
EATON VANCE TAX-MANAGED SMALL-CAP GROWTH FUND 1.1
EATON VANCE TAX-MANAGED SMALL-CAP GROWTH FUND 1.2
EATON VANCE UTILITIES FUND
The Eaton Vance Building
255 State Street
Boston, Massachusetts 02109

August 12, 2002

Dear Shareholder:

We cordially invite you to attend a Special Meeting of Shareholders of Eaton
Vance Large-Cap Value Fund, Eaton Vance Tax-Managed Small-Cap Growth Fund 1.1
and Eaton Vance Tax-Managed Small-Cap Growth Fund 1.2 and Eaton Vance Utilities
Fund (each a "Fund") on Monday, October 7, 2002 to consider two Proposals. Eaton
Vance Tax-Managed Small-Cap Growth Fund 1.1 and Eaton Vance Tax-Managed
Small-Cap Growth Fund 1.2 are series of Eaton Vance Mutual Funds Trust and Eaton
Vance Large-Cap Value Fund and Eaton Vance Utilities Fund are series of Eaton
Vance Special Investment Trust (each a "Trust"). We ask you to read the enclosed
information carefully and to submit your vote promptly.

Since the Proposals are common to the Funds, we have combined our discussion
into a single proxy statement - which will reduce Fund expenses.

In the proxy statement that follows this letter, the current Trustees are asking
shareholders to elect a slate of Trustees that includes all of the existing
Trustees (except for one that is retiring) and one new Trustee. The existing
Trustees serve on the Boards of multiple Eaton Vance funds. If the entire slate
is elected, at least two-thirds of each Board will continue to be composed of
Trustees that are independent of Fund management. The Trustees are also asking
Fund shareholders to modify each Fund's investment objective.

We realize that most of our shareholders will not be able to attend the meeting
and vote their shares in person. However, we do need your vote. You can vote by
mail, telephone, or through the Internet, as explained in the enclosed material.
If you later decide to attend the meeting, you may revoke your proxy and vote
your shares in person if you wish. By voting promptly, you can help your Fund
avoid the expense of additional mailings.

If you would like additional information concerning either proposal, please call
one of our service representatives at 1-866-387-2378. Your participation in this
vote is extremely important.

Sincerely,

/s/ James B. Hawkes
James B. Hawkes
President and Chief Executive Officer
Eaton Vance Management

SHAREHOLDERS ARE URGED TO SIGN AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
POSTAGE PREPAID ENVELOPE SO AS TO OBTAIN A QUORUM AT THE MEETING. THIS IS
IMPORTANT WHETHER YOU OWN A FEW SHARES OR MANY SHARES.

Notice of Special Meeting of Shareholders
To Be Held October 7, 2002

A Special Meeting of the Shareholders will be held at the principal office of
the Funds, The Eaton Vance Building, 255 State Street, Boston, Massachusetts
02109, on Monday, October 7, 2002 at 1:30 P.M. (Eastern Standard Time), for the
following purposes:

1. To consider and act upon a proposal to elect Trustees of each Fund.

2. To consider and act upon a proposal to modify the investment objective
of each Fund.

3. To consider and act upon any other matters which may properly come
before the meeting and any adjourned session thereof.

These proposals are discussed in greater detail in the following pages.

The meeting is called pursuant to the By-Laws of each Fund. The Boards of
Trustees of the Funds have fixed the close of business on August 9, 2002 as the
record date for the determination of the shareholders of each Fund entitled to
notice of and to vote at the meeting and any adjournments thereof.

By Order of the Board of Trustees

/s/ Alan R. Dynner
Alan R. Dynner
Secretary

August 12, 2002
Boston, Massachusetts

IMPORTANT

SHAREHOLDERS CAN HELP THE BOARD OF TRUSTEES AVOID THE NECESSITY AND ADDITIONAL
EXPENSE TO THE FUND OF FURTHER SOLICITATIONS TO OBTAIN A QUORUM BY PROMPTLY
RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR YOUR CONVENIENCE.

PROXY STATEMENT

A proxy is enclosed with the foregoing Notice of a Special Meeting of the Funds
to be held October 7, 2002 at the Eaton Vance Building, 255 State Street,
Boston, MA 02109 for the benefit of shareholders who do not expect to be present
at the meeting. The proxy is solicited on behalf of the Board of Trustees, and
is revocable by the person giving it prior to exercise by a signed writing filed
with the Funds' proxy tabulator, Management Information Services, an ADP
Company, P.O. Box 9123, Hingham, MA 02043-9123, or by executing and delivering a
later dated proxy, or by attending the meeting and voting the shares in person.
Each proxy will be voted in accordance with its instructions; if no instruction
is given, an executed proxy will authorize the persons named as attorneys, or
any of them, to vote in favor of each matter. This proxy material is initially
being mailed to shareholders on or about August 12, 2002. Each Fund is in the
master-feeder structure and invests its assets in a corresponding portfolio.
Eaton Vance Large-Cap Value Fund invests its assets in Large-Cap Value
Portfolio; Eaton Vance Tax-Managed Small-Cap Growth Fund 1.1 and Eaton Vance
Tax-Managed Small-Cap Growth Fund 1.2 invests their assets in Tax-Managed
Small-Cap Growth Portfolio; and Eaton Vance Utilities Fund invests its assets in
Utilities Portfolio (each a "Portfolio"). Supplementary solicitations may be
made by mail, telephone, telegraph, facsimile or electronic means.

The Trustees have fixed the close of business on August 9, 2002 as the record
date for the determination of the shareholders entitled to notice of and to vote
at the meeting and any adjournments thereof. Shareholders at the close of
business on the record date will be entitled to one vote for each share held.
The outstanding shares of beneficial interest of each Fund many consist of Class
A, Class B, Class C, Class D or Class I shares as indicated below. The number of
shares of beneficial interest (excluding fractions thereof) of each Fund
outstanding as of June 30, 2002 was as follows:

NO. OF SHARES OUTSTANDING ON
FUND NAME AND CLASS JUNE 30, 2002
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Eaton Vance Large-Cap Value Fund
(Class A, B and C) 22,123,169.653
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Eaton Vance Tax-Managed Small-Cap Growth Fund 1.1
(Class A, B and C) 24,972,706.361
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Eaton Vance Tax-Managed Small-Cap Growth Fund 1.2
(Class A, B, C, D and I) 6,034,222.633
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Eaton Vance Utilities Fund
(Class A, B and C) 51,266,450.534
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The persons who held of record more than 5% of the outstanding shares of any
class of shares of a Fund as of June 30, 2002 are set forth in Exhibit A. To the
knowledge of the Fund, no other person owns (of record or beneficially) 5% or
more of the outstanding shares of any class of shares of a Fund. The Trustees
and officers of the Fund, as a group own beneficially less than 1% of the shares
of each Fund. Shareholders of all classes of shares of a Fund will vote jointly
on each item. As noted in Proposal 1, a plurality of the shares of the entire
Trust is required to approve that proposal.

The Trustees know of no business other than those mentioned in Proposals 1 and 2
of the Notice of Meeting which will be presented for consideration. If any other
matters are properly presented, it is the intention of the persons named as
attorneys in the enclosed proxy to vote the proxies in accordance with their
judgment on such matters.

EACH FUND WILL FURNISH WITHOUT CHARGE A COPY OF THE FUND'S MOST RECENT ANNUAL
REPORT AND ITS SEMI-ANNUAL REPORT TO ANY SHAREHOLDER UPON REQUEST. SHAREHOLDERS
DESIRING TO OBTAIN A COPY OF SUCH REPORT SHOULD WRITE TO THE FUND C/O EATON
VANCE MANAGEMENT, THE EATON VANCE BUILDING, 255 STATE STREET, BOSTON, MA 02109,
ATTN: PROXY COORDINATOR, OR CALL 1-866-387-2378.

PROPOSAL 1. ELECTION OF TRUSTEES

The Board of Trustees has proposed that the slate of persons listed in the table
set forth below be elected as Trustees of each Trust and Portfolio. Each person
currently serves as a Trustee for multiple funds in the Eaton Vance Group of
Funds, except for Mr. Dornbusch who is a nominee for election to each Board. If
elected, Mr. Dornbusch will replace Jack Treynor, a current Trustee who is
retiring pursuant to each Trust's mandatory retirement policy, and is not
proposed for election. Other than the nomination of Mr. Dornbusch and the
retirement of Mr. Treynor, the slate of nominees for each Board consists of
persons currently serving as a Trustee on that Board. The slate of Trustees is
being submitted to shareholders so that each Trust and each Portfolio can comply
with a federal securities law requirement that provides, in summary, that at
least two-thirds of the Trustees holding office be elected by shareholders.

TRUSTEE NOMINATIONS

The nominees for Trustee and their principal occupations for at least the last
five years are set forth in the table below. Information about Fund and
Portfolio officers appears in Exhibit D.

INTERESTED TRUSTEES

James B. Hawkes is an "interested person" (as defined in the Investment Company
Act of 1940 (the "1940 Act") by reason of his affiliations with the Funds; Eaton
Vance Management ("EVM" or "Eaton Vance"); Boston Management and Research
("BMR"), a wholly-owned subsidiary of EVM; and Eaton Vance Distributors, Inc.
("EVD"), a wholly-owned subsidiary of EVM. EVM, BMR and EVD are indirect
wholly-owned subsidiaries of Eaton Vance Corp. ("EVC"), a publicly traded
holding company. (EVM, EVD, EVC, BMR and their affiliates are sometimes referred
to collectively as the "Eaton Vance Organization").

Jessica M. Bibliowicz is an "interested person" because of her affiliation with
a brokerage firm that is and has been a dealer in shares of each Fund and of
other Funds for which EVM or BMR acts as investment adviser or for which EVD
serves as principal underwriter.

INTERESTED TRUSTEES

Jessica M. Bibliowicz Trustee See Exhibit E President and Chief Executive 176 None
DOB 11/28/59 Officer of National Financial
Partners (financial services
company) (since April 1999).
President and Chief Operating
Officer of John A. Levin & Co.
(registered investment adviser)
(July 1997 to April 1999) and a
Director of Baker, Fentress &
Company which owns John A. Levin
& Co. (July 1997 to April 1999).
Formerly, Executive Vice President
of Smith Barney Mutual Funds (July
1994 to June 1997).

James B. Hawkes Trustee and See Exhibit E Chairman, President and Chief 176 Director of EVC, EV and
DOB 11/9/41 President Executive Officer of BMR, Eaton Vance EVD
and their corporate parent and
Trustee (EVC and Eaton Vance, Inc.
("EV"); Vice President of EVD.
President or officer of 172
investment companies in the Eaton
Vance Fund Complex.

NONINTERESTED TRUSTEES

Rudi Dornbusch Current Nominee -- Professor of Economics and 176 None
DOB 6/8/42 for Trustee International Management,
Massachusetts Institute of
Technology. Partner, FDO Partners,
LLC (an asset management and
financial advisory firm).

Donald R. Dwight Trustee See Exhibit E President of Dwight Partners, Inc. 176 Trustee/Director of
DOB 3/26/31 (a corporate relations and the Royce Funds
communications company). (mutual funds)

Samuel L. Hayes, III Trustee See Exhibit E Jacob H. Schiff Professor of 176 Director of Tiffany
DOB 2/23/35 Investment Banking Emeritus, Harvard & Co. (specialty
University Graduate School of Business retailer) and Telect,
Administration. Inc. (telecommunication
services company)

Norton H. Reamer Trustee See Exhibit E President, Unicorn Corporation (an 176 None
DOB 9/21/35 investment and financial advisory
services company) (since September
2000). Chairman, Hellman, Jordan
Management Co., Inc. (an investment
management company) (since November
2000). Advisory Director of Berkshire
Capital Corporation (investment
banking firm) (since June 2002).
Formerly Chairman of the Board, United
Asset Management Corporation (a
holding company owning institutional
investment management firms) and
Chairman, President and Director, UAM
Funds (mutual funds).

Number of
Portfolios in
Fund Complex
Position(s) Term of Overseen by Other Directorships
Held with the Office and Trustee or Held by Trustee or
Trust and Length of Principal Occupation(s) Nominee for Nominee for
Name, Address and Age(1) Portfolio Time Served During Past Five Years Trustee(2) Trustee
- -----------------------------------------------------------------------------------------------------------------------------------
Lynn A. Stout Trustee See Exhibit E Professor of Law, University of 176 None
DOB 9/14/56 California at Los Angeles School
of Law (since July 2001). Formerly,
Professor of Law, Georgetown
University Law Center.

(1) The business address of each Trustee is The Eaton Vance Building, 255 State
Street, Boston, MA.
(2) Includes both master and feeder funds in master feeder structure.

The following table shows the dollar range of equity securities beneficially
owned by each Trustee in each Fund and in all Eaton Vance funds overseen by the
Trustee as of June 30, 2002. Portfolio shares cannot be owned by Trustees. The
valuation date for the shares owned is June 30, 2002.

Dollar Range of Equity Securities Owned by

Jessica M. James B. Donald R. Rudi Samuel L. Norton H. Lynn A.
Fund Name Bibliowicz(1) Hawkes(1) Dwight(2) Dornbusch(2) Hayes, III(2) Reamer(2) Stout(2)
- --------- --------------- ---------------- ------------- ------------ ------------- --------------- ---------------

Eaton Vance Large-Cap
Value Fund None None None None None $10,001-$50,000 None
- ------------------------- --------------- ---------------- ------------- ------------ ------------- --------------- ---------------
Eaton Vance Tax-Managed
Small-Cap Growth Fund 1.1 None $50,001-$100,000 None None None None None
- ------------------------- --------------- ---------------- ------------- ------------ ------------- --------------- ---------------
Eaton Vance Tax-Managed
Small-Cap Growth Fund 1.2 None None None None None None None
- ------------------------- --------------- ---------------- ------------- ------------ ------------- --------------- ---------------
Eaton Vance Utilities
Fund None None None None None None None
- ------------------------- --------------- ---------------- ------------- ------------ ------------- --------------- ---------------

Aggregate Dollar Range $10,001-$50,000 Over $100,000 Over $100,000 None Over $100,000 Over $100,000 $10,001-$50,000
of Equity Securities
Owned in all Registered
Funds Overseen by Trustee
in the Eaton Vance Group
of Funds

(1) Interested Trustees
(2) Disinterested Trustees

Unless authority to vote for election of one or more of the nominees is
specifically withheld by executing the proxy in the manner stated thereon, it is
the present intention that the enclosed proxy will be used for the purpose of
voting in favor of the election of all nominees as Trustees as described above
to hold office in accordance with the By-Laws. Each Trustee nominee has
consented to stand for election and to serve as a Trustee if elected. If any
nominee should be unable to serve, an event not now anticipated, the
discretionary power given in the proxy may be used to vote for a substitute
nominee as designated by the Board of Trustees to replace such person (unless
authority to vote for election of all nominees is specifically withheld by
executing the proxy in the manner stated thereon).

BOARD MEETINGS AND COMMITTEES
During the calendar year ended December 31, 2001, the Trustees met eight times,
the Special Committee met four times, the Audit Committee met once and the
Nominating Committee met once. Each Trustee currently serving on the Board
attended at least 75% of such Board and committee meetings on which he or she
serves. The Portfolios have the same committee structure and composition as the
Trusts.

The Nominating Committee of the Board of Trustees is comprised of the Trustees
who are not "interested persons" as that term is defined under the 1940 Act.
Messrs. Treynor (Chairman), Dwight, Hayes, Reamer and Ms. Stout are currently
serving on the Committee. The purpose of the Committee is to recommend to the
Board nominees for the position of noninterested Trustee and to assure that at
least a majority of the Board of Trustees is independent of Eaton Vance and its
affiliates. The Trustees will, when a vacancy exists or is anticipated, consider
any nominee for Trustee recommended by a shareholder if such recommendation is
submitted to the Board in writing and contains sufficient background information
concerning the individual to enable a proper judgment to be made as to such
individual's qualifications.

Messrs. Treynor (Chairman), Dwight and Reamer are members of the Audit Committee
of the Fund's Board of Trustees. The Audit Committee's functions include making
recommendations to the Trustees regarding the selection and performance of the
independent accountants, and reviewing matters relative to accounting and
auditing practices and procedures, accounting records, and the internal
accounting controls, of the Funds, and certain service providers.

Messrs. Hayes (Chairman), Dwight, Reamer and Ms. Stout are members of the
Special Committee of the Fund's Board of Trustees. The purpose of the Special
Committee is to consider, evaluate and make recommendations to the full Board of
Trustees concerning (i) all contractual arrangements with service providers to a
Fund, including investment advisory, administrative, transfer agency, custodial
and fund accounting and distribution services, and (ii) all other matters in
which Eaton Vance or its affiliates has any actual or potential conflict of
interest with a Fund or its shareholders.

REMUNERATION OF TRUSTEES
Trustees of each Portfolio who are not affiliated with EVM or BMR may elect to
defer receipt of all or a percentage of their annual fees in accordance with the
terms of a Trustees Deferred Compensation Plan (a "Trustees' Plan"). Under each
Trustees' Plan, an eligible Trustee may elect to have his deferred fees invested
by a Portfolio in the shares of one or more funds in the Eaton Vance Group of
Funds, and the amount paid to the Trustees under each Trustees' Plan will be
determined based upon the performance of such investments. Deferral of Trustees'
fees in accordance with each Trustees' Plan will have a negligible effect on the
Portfolio's assets, liabilities, and net income per share, and will not obligate
a Portfolio to retain the services of any Trustee or obligate a Portfolio to pay
any particular level of compensation to the Trustee. Neither the Fund nor the
Portfolio has a retirement plan for Trustees. The fees and expenses of those
Trustees who are not members of the Eaton Vance Organization will be paid by the
Funds. Exhibit C sets forth the compensation earned by the noninterested
Trustees in their capacities as Trustees of each Fund as of the Fund's most
recent fiscal year end, and the compensation earned in their capacities as
Trustees of the registered investment companies in the Eaton Vance Group of
Funds for the year ended December 31, 2001.

ELECTION OF PORTFOLIO TRUSTEES. As noted above, each nominee for Trustee of each
Trust has been nominated to serve as a Trustee of each Portfolio. When voting on
a parallel proposal to elect Trustees of the Portfolio, each Fund will vote its
interest in its corresponding Portfolio for or against a nominee in the same
proportion as the instructions received in this Proposal to vote for or against
that nominee. Based on each Fund's current net assets, each Fund holds at least
a majority of the interests in its corresponding Portfolio except that Eaton
Vance Tax-Managed Small-Cap Growth Fund 1.2 owns approximately 15% of its
Portfolio.

VOTING AT THE MEETING. Unless authority to vote for election of one or more
nominees is specifically withheld by executing the proxy in the manner stated
thereon, it is the present intention that the enclosed proxy will be used for
the purpose of authorizing each Fund to vote in favor of the election of the
nominees set forth in Proposal 1 to be Trustees of the respective Trusts and
Portfolios, to hold office until their successors are elected and qualified.

VOTE REQUIRED TO APPROVE PROPOSAL 1. Each Trust's Board of Trustees shall be
elected by a plurality of the shares of the entire Trust voted in person or by
proxy.

THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND VOTE TO
ELECT EACH NOMINEE AS A TRUSTEE OF THE TRUST.

PROPOSAL 2. TO APPROVE A MODIFIED INVESTMENT OBJECTIVE

At a meeting of Trustees held June 18, 2002, the Board of each Fund voted to
modify the investment objectives of the Funds. Each Fund's current investment
objective and the proposed objective are listed below. No adjustment in current
portfolio holdings is contemplated as a result of this change if it is
implemented.

FUND CURRENT OBJECTIVE PROPOSED OBJECTIVE
- ---- ----------------- ------------------
Eaton Vance Large-Cap Value To provide growth of To seek total return.
Fund principal and income.

Eaton Vance Tax-Managed To achieve long-term, To achieve long-term,
Small-Cap Growth Fund 1.1 after-tax returns for after-tax returns for its
and its shareholders shareholders.
Eaton Vance Tax-Managed through investing in a
Small-Cap Growth Fund 1.2 diversified portfolio
of equity securities
of emerging growth
companies.

Eaton Vance Utilities Fund To provide a high To seek total return.
level of total return,
consisting of capital
appreciation and
relatively predictable
income. The Fund seeks
high total return
consistent with
prudent management and
preservation of capital.

THE PROPOSED CHANGE WOULD NOT MATERIALLY AFFECT THE TYPES OF SECURITIES THAT
WOULD BE PURCHASED OR OTHERWISE MATERIALLY AFFECT HOW THE FUNDS' INVESTMENTS
WOULD BE MANAGED. The change in objective for Eaton Vance Large-Cap Value Fund
(formerly Eaton Vance Growth & Income Fund) is being proposed to make the
objective more consistent with the Fund's "total return" investment approach,
under which capital returns and income returns are treated as substantially
interchangeable. For Eaton Vance Tax-Managed Small-Cap Growth Fund 1.1 and Eaton
Vance Tax-Managed Small-Cap Growth Fund 1.2 (formerly Eaton Vance Tax-Managed
Emerging Growth Fund 1.1 and 1.2, respectively), the proposed change would
eliminate from the Funds' objective the term "emerging growth companies," which
some investors find confusing or ambiguous. The Funds would pursue the objective
of long-term, after-tax returns by investing (as the Fund names imply) primarily
in smaller, faster-growing companies. For Eaton Vance Utilities Fund, the
proposed objective is more consistent with current mutual fund industry
practice, which favors shorter and simpler statements of objective. The Fund
would continue to be managed prudently and with an eye toward predictability of
income and capital preservation.

CHANGES TO THE PORTFOLIOS' INVESTMENT OBJECTIVES. When voting on a parallel
proposal to modify the investment objective of the Portfolio, each Fund will
vote its interest in the Portfolio for or against such Proposal proportionately
to the instructions to vote for or against this Proposal. If a sufficient number
of votes in favor of the Proposal are received from the investors in the
Portfolio, the investment objective will be changed.

VOTE REQUIRED TO APPROVE PROPOSAL 2. Approval of the modified investment
objective requires the affirmative vote of a majority of the outstanding shares
of the Fund which term as used in this Proxy Statement means the vote of the
lesser of (a) more than 50% of the outstanding shares of the Fund, or (b) 67% of
the shares of the Fund present at the meeting if the holders of more than 50% of
the outstanding shares of the Fund are present or represented by proxy at the
meeting.

THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF EACH FUND VOTE IN
FAVOR OF THE MODIFICATION OF THE FUND'S INVESTMENT RESTRICTIONS AS DESCRIBED IN
THIS PROPOSAL 2.

NOTICE TO BANKS AND BROKER/DEALERS
The Funds have previously solicited all Nominee and Broker/Dealer accounts as to
the number of additional proxy statements required to supply owners of shares.
Should additional proxy material be required for beneficial owners, please
forward such requests to Eaton Vance Management, The Eaton Vance Building, 255
State Street, Boston, MA 02109, Attn: Proxy Coordinator.

ADDITIONAL INFORMATION
AUDITORS, AUDIT FEES AND ALL OTHER FEES. Deloitte & Touche LLP ("Deloitte"), 200
Berkeley Street, Boston, Massachusetts 02116, or PricewaterhouseCoopers, LLP
("PWC"), 160 Federal Street, Boston, Massachusetts 02110, serve as independent
accountants of each Fund and Portfolio. Deloitte and PWC are expected to be
represented at the Special Meeting, but if not, a representative will be
available by telephone should the need for consultation arise. A list of the
Funds, their independent accountant and the fees paid to the auditors for a
Fund's most recent fiscal year are set forth in Exhibit B. Deloitte also
provides services to numerous other investment companies sponsored by Eaton
Vance and serves as EVC's auditors. Total fees paid to Deloitte by EVC (and its
affiliates) for EVC's fiscal year ended October 31, 2001 were $1,162,903. PWC
provides services to numerous investment companies sponsored by Eaton Vance, but
not to EVC or its affiliates. The Audit Committee and Board of Trustees are
aware that Deloitte provides services to the Eaton Vance Organization.

OFFICERS OF THE TRUSTS AND PORTFOLIOS. The officers of the Funds, their
corresponding Portfolios and length of service are set forth in Exhibit D.
Because of their positions with Eaton Vance and their ownership of EVC stock,
the officers of each Fund and each Portfolio benefit from the advisory fees paid
by the Portfolio and, in the case of Eaton Vance Tax-Managed Small-Cap Growth
Fund 1.2, administration fees paid by the Fund to Eaton Vance.

INVESTMENT ADVISER, ADMINISTRATOR AND UNDERWRITER. BMR serves as investment
adviser to each Portfolio, as well as many of the other funds in the Eaton Vance
Group of Funds. In addition, Eaton Vance serves as administrator to each Fund.
EVD acts as the principal underwriter for each Fund and as placement agent for
each Portfolio. The business address of Eaton Vance, BMR and EVD is The Eaton
Vance Building, 255 State Street, Boston, MA 02109.

PROXY SOLICITATION AND TABULATION. The expense of preparing, printing and
mailing this Proxy Statement and enclosures and the costs of soliciting proxies
on behalf of each Trust's Board of Trustees will be borne ratably by its Funds.
Proxies will be solicited by mail and may be solicited in person or by
telephone, telegraph, facsimile or other electronic means by officers of the
Trust, by personnel of Eaton Vance, by the Funds' transfer agent, PFPC, Inc., by
broker-dealer firms or by a professional solicitation organization. The Funds
have retained D.F. King & Co., Inc., New York, NY 10005 ("DF King") to assist in
the solicitation of proxies, for which each Fund will pay an estimated average
fee of approximately $______ plus out-of-pocket expenses. The expenses connected
with the solicitation of these proxies and with any further proxies which may be
solicited by a Fund's officers, by Eaton Vance personnel, by the transfer agent,
PFPC, Inc., by broker-dealer firms, by DF King, in person, or by telephone, by
telegraph, by facsimile or other electronic means will be borne pro rata by each
Fund based on the number of shareholder accounts. A written proxy may be
delivered to a Fund or its transfer agent prior to the meeting by facsimile
machine, graphic communication equipment or other electronic transmission. A
Fund will reimburse banks, broker-dealer firms, and other persons holding shares
registered in their names or in the names of their nominees, for their expenses
incurred in sending proxy material to and obtaining proxies from the beneficial
owners of such shares. Total estimated costs per Fund are [$ .]

Shareholders may also choose to give their proxy votes by telephone using an
automated telephonic voting system or through the internet rather than return
their proxy cards. Please see the proxy card for details. The Fund may arrange
for Eaton Vance, its affiliates or agents to contact shareholders who have not
returned their proxy cards and offer to have votes recorded by telephone. If a
Fund records votes by telephone or through the internet, it will use procedures
designed to authenticate shareholders' identities, to allow shareholders to
authorize the voting of their shares in accordance with their instructions, and
to confirm that their instructions have been properly recorded. Proxies voted by
telephone or the internet may be revoked at any time before they are voted in
the same manner that proxies voted by mail may be revoked.

All proxy cards solicited by the Board of Trustees that are properly executed
and telephone and internet votes that are properly delivered and received by the
Secretary prior to the meeting, and which are not revoked, will be voted at the
meeting. Shares represented by such proxies will be voted in accordance with the
instructions thereon. If no specification is made on the proxy card with respect
to a Proposal, it will be voted for the matters specified on the proxy card. For
purposes of determining the presence or absence of a quorum and for determining
whether sufficient votes have been received for approval of any matter to be
acted upon at the meeting, abstentions and broker non-votes (i.e., proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owner or other person entitled to vote shares on a
particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present at the meeting
but which have not been voted. Accordingly, abstentions and broker non-votes
will assist the Fund in obtaining a quorum but will have no effect on the
outcome of the Proposals.

If a quorum is not present at the meeting or if a quorum is present at the
meeting but sufficient votes by the shareholders of the Fund in favor of any
Proposal set forth in the Notice of this meeting are not received by the meeting
date, the persons named as attorneys in the enclosed proxy may propose one or
more adjournments of the meeting to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of the holders of a majority
of the shares of that Fund present in person or by proxy at the session of the
meeting to be adjourned. The persons named as attorneys in the enclosed proxy
will vote in favor of such adjournment those proxies that they are entitled to
vote in favor of the Proposal for which further solicitation of proxies is to be
made. They will vote against any such adjournment those proxies required to be
voted against such Proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by the Funds as described above.

SHAREHOLDER PROPOSALS. Shareholders wishing to submit proposals for
consideration at a subsequent shareholders' meeting should send their written
proposals to: Secretary, Eaton Vance Group of Funds, The Eaton Vance Building,
255 State Street, Boston, MA 02109. Proposals must be received in advance of a
proxy solicitation to be considered and the mere submission of a proposal does
not guarantee inclusion in the proxy statement or consideration at the meeting.
The Funds do not conduct annual meetings.

August 12, 2002

Exhibit A

As of June 30, 2002, the following record owner(s) of the Fund and class held
the share percentages indicated below, which was owned either (i) beneficially
by such person(s) or (ii) of record by such person(s) on behalf of customers who
are the beneficial owners of such shares and as to which such record owner(s)
may exercise voting rights under certain limited circumstances. Beneficial
owners of 25% or more of a class of the Fund are presumed to be in control of
the class for purposes of voting on certain matters submitted to shareholders.

Address % Owned
------- -------
Eaton Vance Mutual Funds Trust

Eaton Vance Tax-Managed Small-Cap Growth Fund 1.1
Class A Shares
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 7.7%
Class B Shares
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 12.4%
Class C Shares
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 17.6%

Eaton Vance Tax-Managed Small-Cap Growth Fund 1.2
Class A Shares
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 8.9%
Class B Shares
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 16.6%
Class C Shares
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 23.2%
Class D Shares
None
Class I Shares*
Geoffrey Dailey Cambridge, MA 30.8%
Kelly M. Flynn Hingham, MA 23.9%
Arthur R. Cannon, Sr. and Carol A. Cannon JTWROS Woburn, MA 21.3%
Ryan P. Cannon Woburn, MA 19.4%

Eaton Vance Special Investment Trust

Eaton Vance Large-Cap Value Fund
Class A Shares
None
Class B Shares
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 11.3%
Class C Shares
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 22.0%

Eaton Vance Utilities Fund
Class A Shares
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 20.6%
Class B Shares
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 14.2%
Class C Shares
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 19.8%

* Class I shares are also known as "Institutional Shares".

A-1

Exhibit B

AUDITOR FEES

TRUST/FUND NAME AUDITOR AUDIT FEES OTHER FEES
- --------------------------------------------------------------------------------
Eaton Vance Mutual Funds Trust
- --------------------------------------------------------------------------------
Eaton Vance Tax-Managed Small-Cap
Growth 1.1 Deloitte $ 6,100 $6,750
- --------------------------------------------------------------------------------
Eaton Vance Tax-Managed Small-Cap
Growth 1.2 Deloitte $ 6,100 $6,150
- --------------------------------------------------------------------------------

Eaton Vance Special Investment Trust
- --------------------------------------------------------------------------------
Eaton Vance Large-Cap Value Fund PWC $17,100 $7,800
- --------------------------------------------------------------------------------
Eaton Vance Utilities Fund PWC $17,100 $7,570
- --------------------------------------------------------------------------------

Portfolios
- --------------------------------------------------------------------------------
Large-Cap Value Portfolio PWC $26,775 $5,620
- --------------------------------------------------------------------------------
Tax-Managed Small-Cap Growth Portfolio Deloitte $15,500 $4,800
- --------------------------------------------------------------------------------
Utilities Portfolio PWC $25,975 $4,620
- --------------------------------------------------------------------------------

(1) PWC refers to PricewaterhouseCoopers LLP
(2) Deloitte refers to Deloitte & Touche LLP

B-1

Exhibit C

Compensation of Trustees
------------------------

Jessica M. Donald R. Samuel L. Norton H. Lynn A.
Trusts/Portfolios Bibliowicz Dwight Hayes, III Reamer Stout
- -------------------------------------------------------------------------------------------------------------------------------

Eaton Vance Mutual Funds Trust
(20 Funds) 10/30 FYI $ 9,002 $ 7,999 $ 8,465 $ 7,901 $ 8,827
- -------------------------------------------------------------------------------------------------------------------------------
Eaton Vance Special Investment Trust
(8 Funds) 6,555 5,839 6,183 5,772 6,417
- -------------------------------------------------------------------------------------------------------------------------------
Large-Cap Value Portfolio 2,239 2,335 2,411 2,299 2,456
- -------------------------------------------------------------------------------------------------------------------------------
Tax-Managed Small-Cap Growth Portfolio 3,652 3,480 3,644 3,431 3,758
- -------------------------------------------------- ----------------------------------------------------------------------------
Utilities Portfolio 4,354 4,044 4,251 3,991 4,392
- -------------------------------------------------------------------------------------------------------------------------------
Complex Total(1) $160,000 $ 162,500 (2) $170,000 $160,000 $160,000 (3)
- -------------------------------------------------------------------------------------------------------------------------------

(1) As of June 30, 2002, the Eaton Vance fund complex consists of 177
registered investment companies or series thereof. Complex total represents
compensation for the calendar year ended December 31, 2001. It may not
equal the sum of the amounts shown in the table, which represents
compensation for each Fund's or Portfolio's recently completed fiscal year.
(2) Includes $60,000 of deferred compensation.
(3) Includes $16,000 of deferred compensation.

C-1

Exhibit D

OFFICER BIOGRAPHIES
-------------------

Term of
Position(s) Office and
Name, Address Held with Length of Principal Occupations
and Age(1) Fund(3) Time Served During Past Five Years(2)
- ------------------------------------------------------------------------------------------------------------------------------------

William H. Ahern, Jr. Vice President See Exhibit E Vice President of Eaton Vance and BMR. Officer of 35 investment companies
DOB 7/28/59 managed by Eaton Vance or BMR.

Alan R. Dynner Secretary See Exhibit E Vice President, Secretary and Chief Legal Officer of BMR, Eaton Vance,
DOB 10/10/40 EVD and EVC. Officer of 176 investment companies managed by Eaton Vance
or BMR.

Thomas J. Fetter Vice President See Exhibit E Vice President of Eaton Vance and BMR. Officer of 113 investment
DOB 8/20/43 companies managed by Eaton Vance or BMR.

Duke Laflamme Vice President See Exhibit E Vice President of Eaton Vance and BMR since November 2001. Fixed-income
DOB 7/8/69 analyst at Eaton Vance since January 1998 and prior thereto was an
assistant portfolio manager at Norwest Investment Management, Inc.
Officer of 11 investment companies managed by Eaton Vance or BMR.

Armin J. Lang Vice President See Exhibit E Vice President of Eaton Vance and BMR since March, 1998. Previously he
DOB 7/8/64 was a Vice President at Standish, Ayer & Wood. Officer of 24 investment
companies managed by Eaton Vance or BMR.

Michael R. Mach Vice President See Exhibit E Vice President of Eaton Vance and BMR since December, 1999. Previously,
DOB 7/15/47 Managing Director and Senior Analyst for Robertson Stephens (1998-1999);
and Managing Director and Senior Analyst for Piper Jaffray (1996-1998).
Officer of 25 investment companies managed by Eaton Vance or BMR.

Robert B. MacIntosh Vice President See Exhibit E Vice President of Eaton Vance and BMR. Officer of 112 investment
DOB 1/22/57 companies managed by Eaton Vance or BMR.

James L. O'Connor Treasurer See Exhibit E Vice President of BMR, Eaton Vance and EVD. Officer of 176 investment
DOB 4/1/45 companies managed by Eaton Vance or BMR.

Duncan W. Richardson Vice President See Exhibit E Senior Vice President and Chief Equity Investment Officer of Eaton Vance
DOB 10/26/57 and BMR. Officer of 25 investment companies managed by Eaton Vance or
BMR.

Walter A. Row, III Vice President See Exhibit E Director of Equity Research and a Vice President of Eaton Vance and BMR.
DOB 7/20/57 Officer of 23 investment companies managed by Eaton Vance or BMR.

Judith A. Saryan Vice President See Exhibit E Vice President of Eaton Vance and BMR since March 1999. Previously,
DOB 3/31/54 Portfolio Manager and Equity Analyst for State Street Global Advisors
(1980-1999). Officer of 1 investment company managed by Eaton Vance or
BMR.

Susan Schiff Vice President See Exhibit E Vice President of Eaton Vance and BMR. Officer of 25 investment companies
DOB 3/31/61 managed by Eaton Vance or BMR.

Edward E. Smiley, Jr. Vice President See Exhibit E Vice President of Eaton Vance and BMR. Officer of 37 investment companies
DOB 10/5/44 managed by Eaton Vance or BMR.

(1) The business address of each officer is The Eaton Vance Building, 255 State
Street, Boston, MA 02109.
(2) Includes both master and feeder funds in master feeder structure.
(3) See Exhibit E for the specific Funds and Portfolios that each officer
serves on.

D-1

Exhibit E

POSITIONS HELD AND YEAR OF ORIGINAL ELECTION AS TRUSTEE/OFFICER
---------------------------------------------------------------

Trusts Portfolios

Eaton Vance Mutual Eaton Vance Special Large-Cap Value Tax-Managed Small-Cap Utilities
Interested Trustees) Funds Trust Investment Trust Portfolio Growth Portfolio Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------

Jessica M. Bibliowicz T-1998 T-1998 T-1998 T-1998 T-1998
- ------------------------------------------------------------------------------------------------------------------------------------
James B. Hawkes T/P-1991 T/P-1989 T/P-1993 T/P-1998 T/P-1993
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Noninterested Trustees)
- ------------------------------------------------------------------------------------------------------------------------------------
Donald R. Dwight T-1986 T-1989 T-1993 T-1998 T-1993
- ------------------------------------------------------------------------------------------------------------------------------------
Samuel L. Hayes, III T-1986 T-1989 T-1993 T-1998 T-1993
- ------------------------------------------------------------------------------------------------------------------------------------
Norton H. Reamer T-1984 T-1989 T-1993 T-1998 T-1993
- ------------------------------------------------------------------------------------------------------------------------------------
Lynn A. Stout T-1998 T-1998 T-1998 T-1998 T-1998
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Officers
- ------------------------------------------------------------------------------------------------------------------------------------
William H. Ahern, Jr. VP-1995 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Alan R. Dynner Secretary-1997 Secretary-1997 Secretary-1997 Secretary-1998 Secretary-1997
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas J. Fetter VP-1997 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Duke Laflamme -- VP-2001 -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Armin J. Lang VP-1999 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Michael R. Mach VP-1999 -- VP-1999 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Robert B. MacIntosh VP-1998 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
James L. O'Connor Treasurer-1989 Treasurer-1989 Treasurer-1993 Treasurer-1998 Treasuer-1993
- ------------------------------------------------------------------------------------------------------------------------------------
Duncan W. Richardson VP-2001 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Walter A. Row, III VP-2001 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Judith A. Saryan -- -- -- -- VP-1999
- ------------------------------------------------------------------------------------------------------------------------------------
Susan Schiff VP-2002 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Edward E. Smiley, Jr. VP-1999 VP-1996 -- VP-1998 --
- ------------------------------------------------------------------------------------------------------------------------------------

E-1

EVERY SHAREHOLDER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

EATON VANCE LARGE-CAP VALUE FUND
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 7, 2002
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

Your Control Number is

*** 3 EASY WAYS TO VOTE YOUR PROXIES ***

VOTE BY TELEPHONE VOTE ON THE INTERNET VOTE BY MAIL

1. Read the Proxy Statement and have this 1. Read the Proxy Statement and have this 1. Read the Proxy Statement
card at hand card at hand 2. If you want to vote all of your
2. Call toll-free 1-____________ 2. Go to www.____________.com/proxy account, use the Proxy Card below
3. Enter the control number shown above 3. Enter the control number shown above 3. Return the card in the postage-
and follow the simple instructions and follow the simple instructions paid envelope provided
follow the simple instructions follow the simple instructions
4. Keep this card for your records 4. Keep this card for your records

The undersigned holder of shares of beneficial interest of Eaton Vance Large-Cap
Value Fund (the "Fund"), hereby appoints JAMES B. HAWKES, ALAN R. DYNNER and
THOMAS E. FAUST JR., and each of them, with full power of substitution and
revocation, as proxies to represent the undersigned at the Special Meeting of
Shareholders of the Fund to be held at the principal office of the Fund, The
Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109, on Monday,
October 7, 2002 at 1:30 P.M., Eastern Standard Time, and at any and all
adjournments thereof, and to vote all shares of beneficial interest of the Fund
which the undersigned would be entitled to vote, with all powers the undersigned
would possess if personally present, in accordance with the instructions on this
proxy.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

Note: Please sign this proxy as your name appears on
the books of the Fund. Joint owners should each sign
personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where
more than one name appears, a majority must sign. If
a corporation, this signature should be that of an
authorized officer who should state his or her
title.

----------------------------------------------------
Signature(s)

----------------------------------------------------
Date

PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE REQUIRED IF MAILED IN THE U.S.
(Please see reverse side)

Please fold and detach card at perforation before mailing

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS. [ X ]

WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE PROPOSALS SET FORTH BELOW AND IN THE DISCRETION OF THE PROXIES WITH RESPECT
TO ALL OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE SPECIAL MEETING AND ANY
ADJOURNMENTS THEREOF. THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING
NOTICE OF SPECIAL MEETING AND PROXY STATEMENT.

The Board of Trustees recommends a vote FOR the following:

FOR all WITHHOLD
1. To elect as Trustee the following nominees: Nominees authority
(01) Jessica M. Bibliowicz, (02) James B. Hawkes, Listed (except to vote
(03) Rudi Dornbusch, (04) Donald R. Dwight, as noted in for all
(05) Samuel L. Hayes, III, (06) Norton H. Reamer, the line at nominees
(07) Lynn A. Stout left) listed

INSTRUCTION: To withhold authority to vote for any
individual nominee, write that nominee's number on [ ] [ ]
the line below.
- -----------------------------------------------------
FOR AGAINST ABSTAIN
2. To modify the investment objective of the Fund. [ ] [ ] [ ]

EVERY SHAREHOLDER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

EATON VANCE TAX-MANAGED SMALL-CAP GROWTH FUND 1.1
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 7, 2002
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

Your Control Number is

*** 3 EASY WAYS TO VOTE YOUR PROXIES ***

VOTE BY TELEPHONE VOTE ON THE INTERNET VOTE BY MAIL

The undersigned holder of shares of beneficial interest of Eaton Vance
Tax-Managed Small-Cap Growth Fund 1.1 (the "Fund), hereby appoints JAMES B.
HAWKES, ALAN R. DYNNER and THOMAS E. FAUST JR., and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Special Meeting of Shareholders of the Fund to be held at the principal
office of the Fund, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Monday, October 7, 2002 at 1:30 P.M., Eastern Standard
Time, and at any and all adjournments thereof, and to vote all shares of
beneficial interest of the Fund which the undersigned would be entitled to vote,
with all powers the undersigned would possess if personally present, in
accordance with the instructions on this proxy.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

----------------------------------------------------
Signature(s)

----------------------------------------------------
Date

PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE REQUIRED IF MAILED IN THE U.S.
(Please see reverse side)

Please fold and detach card at perforation before mailing

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS. [ X ]

The Board of Trustees recommends a vote FOR the following:

1. To elect as Trustee the following nominees: Nominees authority
(01) Jessica M. Bibliowicz, (02) James B. Hawkes, Listed (except to vote
(03) Rudi Dornbusch, (04) Donald R. Dwight, as noted in for all
(05) Samuel L. Hayes, III, (06) Norton H. Reamer, the line at nominees
(07) Lynn A. Stout left) listed

EVERY SHAREHOLDER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

EATON VANCE TAX-MANAGED SMALL-CAP GROWTH FUND 1.2
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 7, 2002
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

Your Control Number is

*** 3 EASY WAYS TO VOTE YOUR PROXIES ***

VOTE BY TELEPHONE VOTE ON THE INTERNET VOTE BY MAIL

The undersigned holder of shares of beneficial interest of Eaton Vance
Tax-Managed Small-Cap Growth Fund 1.2 (the "Fund"), hereby appoints JAMES B.
HAWKES, ALAN R. DYNNER and THOMAS E. FAUST JR., and each of them, with full
power of substitution and revocation, as proxies to represent the undersigned at
the Special Meeting of Shareholders of the Fund to be held at the principal
office of the Fund, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Monday, October 7, 2002 at 1:30 P.M., Eastern Standard
Time, and at any and all adjournments thereof, and to vote all shares of
beneficial interest of the Fund which the undersigned would be entitled to vote,
with all powers the undersigned would possess if personally present, in
accordance with the instructions on this proxy.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

----------------------------------------------------
Signature(s)

----------------------------------------------------
Date

PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE REQUIRED IF MAILED IN THE U.S.
(Please see reverse side)

Please fold and detach card at perforation before mailing

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS. [ X ]

The Board of Trustees recommends a vote FOR the following:

EVERY SHAREHOLDER'S VOTE IS IMPORTANT
PLEASE SIGN, DATE AND RETURN YOUR
PROXY TODAY

Please detach at perforation before mailing.

EATON VANCE UTILITIES FUND
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 7, 2002
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES

Your Control Number is

*** 3 EASY WAYS TO VOTE YOUR PROXIES ***

VOTE BY TELEPHONE VOTE ON THE INTERNET VOTE BY MAIL

The undersigned holder of shares of beneficial interest of Eaton Vance Utilities
Fund (the "Fund"), hereby appoints JAMES B. HAWKES, ALAN R. DYNNER and THOMAS E.
FAUST JR., and each of them, with full power of substitution and revocation, as
proxies to represent the undersigned at the Special Meeting of Shareholders of
the Fund to be held at the principal office of the Fund, The Eaton Vance
Building, 255 State Street, Boston, Massachusetts 02109, on Monday, October 7,
2002 at 1:30 P.M., Eastern Standard Time, and at any and all adjournments
thereof, and to vote all shares of beneficial interest of the Fund which the
undersigned would be entitled to vote, with all powers the undersigned would
possess if personally present, in accordance with the instructions on this
proxy.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]

----------------------------------------------------
Signature(s)

----------------------------------------------------
Date

PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE REQUIRED IF MAILED IN THE U.S.
(Please see reverse side)

Please fold and detach card at perforation before mailing

Please fill in box(es) as shown using black or blue ink or number 2 pencil.
PLEASE DO NOT USE FINE POINT PENS. [ X ]

The Board of Trustees recommends a vote FOR the following: