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:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] 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
April 8, 2003
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,
Eaton Vance Tax-Managed Small-Cap Growth Fund 1.2 and Eaton Vance Utilities Fund
(each a "Fund") on Friday, June 6, 2003 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. Please note that
we are required to provide you with one proxy card for each account that you
own.
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 who is retiring) and one new Trustee. The current
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 who 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, your Fund does need your vote. You can
vote by MAIL, TELEPHONE, or over 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. 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
YOUR VOTE IS IMPORTANT - PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE URGED TO SIGN AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
POSTAGE PREPAID ENVELOPE OR VOTE BY TELEPHONE OR OVER THE INTERNET BY FOLLOWING
THE ENCLOSED INSTRUCTIONS. YOUR VOTE IS IMPORTANT WHETHER YOU OWN A FEW SHARES
OR MANY SHARES.
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
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 6, 2003
A Special Meeting of Shareholders of each Fund will be held at the principal
office of the Funds, The Eaton Vance Building, 255 State Street, Boston,
Massachusetts 02109, on Friday, June 6, 2003 at 1:30 P.M. (Eastern Standard
Time), for the following purposes:
1. To consider and act upon a proposal to elect a Board of Trustees.
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 April 8, 2003 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
April 8, 2003
Boston, Massachusetts
IMPORTANT
SHAREHOLDERS CAN HELP THE BOARD OF TRUSTEES AVOID THE NECESSITY AND ADDITIONAL
EXPENSE TO EACH FUND OF FURTHER SOLICITATIONS TO OBTAIN A QUORUM BY PROMPTLY
RETURNING THE ENCLOSED PROXY OR VOTING BY TELEPHONE OR OVER THE INTERNET. THE
ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES
AND IS INTENDED FOR YOUR CONVENIENCE.
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
PROXY STATEMENT
A proxy is enclosed with the foregoing Notice of a Special Meeting of the Funds
to be held June 6, 2003 at the Eaton Vance Building, 255 State Street, Boston,
MA 02109 for the benefit of shareholders who wish to vote, but do not expect to
be present at the meeting. Shareholders may also vote by telephone or over the
Internet. All proxies are solicited on behalf of the Board of Trustees. A
written proxy 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. Proxies voted by telephone or over the Internet may be revoked
at any time in the same manner that proxies voted by mail may be revoked. 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 April 8, 2003. Each Fund is in a
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 invest 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 April 8, 2003 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 may 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 February 28, 2003 was as follows:
No. of Shares Outstanding on
Fund Name and Classes February 28, 2003
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Eaton Vance Large-Cap Value Fund
(Class A, B and C) 26,205,529
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Eaton Vance Tax-Managed Small-Cap Growth Fund 1.1
(Class A, B and C) 19,663,601
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Eaton Vance Tax-Managed Small-Cap Growth Fund 1.2
(Class A, B, C and D) 5,565,391
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Eaton Vance Utilities Fund
(Class A, B and C) 50,475,246
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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 February 28, 2003 are set forth in Exhibit A. To
the knowledge of the Funds, no other person owns (of record or beneficially) 5%
or more of the outstanding shares of a class of shares of a Fund. The Trustees,
nominees for Trustee, and executive officers of each Fund as a group, own
beneficially less than 1% of the outstanding shares of such Fund. Shareholders
of all classes of shares of a Fund will vote jointly on each item.
1
The Trustees know of no business other than the business mentioned in Proposals
1 and 2 of the Notice of Meeting that 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 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 Boards of Trustees of each Trust and Portfolio have proposed that the slate
of persons listed in the table set forth below be elected as Trustees of each
Trust and Portfolio, respectively. Each person currently serves as a Trustee for
multiple funds in the Eaton Vance Group of Funds, except for Mr. Park who is a
nominee for election to each Board. If elected, Mr. Park will replace Mr.
Treynor, a current Trustee who is retiring pursuant to each Trust's mandatory
retirement policy, and who is not proposed for election. Other than the
nomination of Mr. Park and the retirement of Mr. Treynor, the slate of nominees
for each Board consists of persons currently serving as a Trustee on that Board.
TRUSTEE NOMINATIONS
The nominees for Trustee and their principal occupations for at least the last
five years are set forth in the table below. Unless otherwise indicated, the
positions listed under "Positions(s) Held with the Trust and Portfolio" are held
with all Trusts and Portfolios. Each Trustee holds office until his or her
successor is elected and qualified. Information about Trust and Portfolio
officers appears in Exhibit B.
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 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.
EVC and Eaton Vance Inc. ("EV") are the corporate parent and trustee,
respectively, of Eaton Vance and BMR. (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.
2
Number of
Portfolios
in Fund
Term of Complex
Position(s) Office(2) Overseen by
Held with and Length Trustee or Other Directorships
Name, Address the Fund and of Time Principal Occupation(s) Nominee for Held by Trustee or
and Age(1) Portfolio Served During Past Five Years Trustee(3) Nominee for Trustee
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INTERESTED TRUSTEES
JESSICA M. BIBLIOWICZ Trustee See Exhibit C President and Chief Executive Officer 191 None
DOB: 11/28/59 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).
JAMES B. HAWKES Trustee See Exhibit C Chairman, President and Chief Executive 191 Director of EVC
DOB: 11/9/41 Officer of BMR, Eaton Vance, EVC and
EV; Director of EV; Vice President and
Director of EVD. Trustee and/or
officer of 191 registered investment
companies in the Eaton Vance Group of
Funds.
NONINTERESTED TRUSTEES
DONALD R. DWIGHT Trustee See Exhibit C President of Dwight Partners, Inc. (a 191 Trustee/Director of
DOB: 3/26/31 corporate relations and communications the Royce Funds
company). (mutual funds)
consisting of 17
portfolios
SAMUEL L. HAYES, III Trustee See Exhibit C Jacob H. Schiff Professor of Investment 191 Director of Tiffany
DOB: 2/23/35 Banking Emeritus, Harvard University & Co. (specialty
Graduate School of Business retailer) and
Administration. Telect, Inc.
(telecommunication
services company)
WILLIAM H. PARK Current -- President and Chief Executive Officer, 191 None
DOB: 9/19/47 Nominee Prizm Capital Management, LLC
for (investment management firm (since
Trustee 2002). Executive Vice President and
Chief Financial Officer, United Asset
Management Corporation (a holding
company owning institutional investment
management firms) (1982-2001).
NORTON H. REAMER Trustee See Exhibit C President, Unicorn Corporation (an 191 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 and Chairman,
President and Director, UAM Funds
(mutual funds).
3
Number of
Portfolios
in Fund
Term of Complex
Position(s) Office(2) Overseen by
Held with and Length Trustee or Other Directorships
Name, Address the Fund and of Time Principal Occupation(s) Nominee for Held by Trustee or
and Age(1) Portfolio Served During Past Five Years Trustee(3) Nominee for Trustee
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LYNN A. STOUT Trustee See Exhibit C Professor of Law, University of 191 None
DOB: 9/14/57 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 02109.
(2) As noted under "Trustee Nominations", each Trustee holds office until his
or her successor is elected and qualified.
(3) 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 and nominee for Trustee in each Fund and in all Eaton
Vance Funds overseen by the Trustee as of February 28, 2003. Interests in a
Portfolio are currently offered only to certain institutional investors and
cannot be purchased by Trustees. The valuation date for the shares owned by
Trustees is February 28, 2003.
Dollar Range of Equity Securities Owned by
Jessica M. James B. Donald R. Samuel L. William H. Norton H. Lynn A.
Fund Name Bibliowicz(1) Haweks(1) Dwight(2)(3) Hayes, III(2)(3) Park(2)(3) Reamer(2) Stout(2)(3)
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Eaton Vance Large-Cap
Value Fund None None Over $100,000 None None None None
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Eaton Vance Tax-Managed None None None None None None None
Small-Cap Growth Fund 1.1
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Eaton Vance Tax-Managed None None None None None None None
Small-Cap Growth Fund 1.2
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Eaton Vance Utilities Fund None None $10,001-$50,000 None None None None
Aggregate Dollar Range $10,001-$50,000 Over $100,000 Over $100,000 Over $100,000 $50,000- Over $100,000 $10,001-
of Equity Securities $100,000 $50,000
Owned in all Registered
Funds Overseen by Trustee
in the Eaton Vance Group
of Funds
(1) Interested Trustee
(2) Noninterested Trustee
(3) For some Funds, figures include shares which may be deemed to be
beneficially owned through a Trustee Deferred Compensation Plan.
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, 2002, the Trustees met nine times,
the Special Committee met four times, the Audit Committee met once and the
Nominating Committee met seven times. Each Trustee currently serving on the
Boards attended at least 75% of such Board and committee meetings on which he or
she serves. The Portfolios have the same Trustee committee and compensation
structure and committee composition as the Trusts.
4
The Nominating, Audit and Special Committees of the Funds' Board of Trustees are
each comprised of Trustees who are not "interested persons" as that term is
defined under the 1940 Act.
Messrs. Treynor (Chairman), Dwight, Hayes, Reamer and Ms. Stout currently serve
on the Nominating Committee. The purpose of the Nominating 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, Hayes and Reamer are members of the Audit
Committee of the Funds' 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 Funds' 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/or 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 are paid by the
Funds. Exhibit D sets forth (i) the compensation earned by the Trustees who are
not members of the Eaton Vance Organization in their capacities as Trustees of
each Fund as of the Fund's most recent fiscal year end, and (ii) 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,
2002.
ELECTION OF PORTFOLIO TRUSTEES
As described above, each nominee for Trustee of a Trust is also nominated to
serve as a Trustee of the Fund's corresponding 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 17% of its
Portfolio.
5
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. Election of Trustees is
non-cumulative.
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 February 10, 2003, 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 Fund To provide growth of principal and To seek total return.
income.
Eaton Vance Tax-Managed Small-Cap To achieve long-term, after-tax To achieve long-term, after-tax
Growth Fund 1.1 and returns for its shareholders through returns for its shareholders.
Eaton Vance Tax-Managed Small-Cap investing in a diversified portfolio
Growth Fund 1.2 of equity securities of emerging
growth companies.
Eaton Vance Utilities Fund To provide a high level of total To seek total return.
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 Board does not anticipate that the revised objectives will
change to a material degree the level of investment risk associated with an
investment in the Funds. 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.
6
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, MA 02116, or
PricewaterhouseCoopers, LLP ("PWC"), 160 Federal Street, Boston, MA 02110,
serves as independent accountants of the Funds and Portfolios. 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. Representatives of Deloitte and PWC will have the opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions. A list of the Funds, their independent accountant and the
fees paid to the auditors for a Fund's most recent fiscal year ended December
31, 2002, are set forth in Exhibit E. Deloitte also provides services to 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, 2002 were $816,946. PWC provides services to other investment
companies sponsored by Eaton Vance, but not to EVC or its affiliates. The Audit
Committee and Board of Trustees of each Fund are aware that Deloitte provides
services to the Eaton Vance Organization and considered whether the provision of
such services is compatible with the maintenance of that Firm's independence.
OFFICERS OF THE FUNDS AND PORTFOLIOS
The officers of the Funds, their corresponding Portfolios and length of service
are set forth in Exhibits B and C. 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 to 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.
7
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 total estimated costs per Fund range between approximately $2,500 and
$12,500 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 or 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 range between $6,500 and $32,200.
As mentioned, such costs will be borne ratably by all of the Funds.
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 over 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. If the enclosed
proxy card is executed and returned, or an Internet or telephonic vote is
delivered, that vote may nevertheless be revoked at any time prior to its use by
written notification received by the Fund, by the execution of a later-dated
proxy card, by the Fund's receipt of a subsequent valid Internet or telephone
vote, or by attending the meeting and voting in person.
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
8
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.
April 8, 2003
9
EXHIBIT A
As of February 28, 2003, the following record owner(s) of the specified Fund and
class held the share percentages indicated below, which were 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.
Amount of
Securities and %
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 335,941 (6.6%)
CLASS B SHARES
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 1,233,549 (12.2%)
CLASS C SHARES
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 773,391 (17.3%)
EATON VANCE TAX-MANAGED SMALL-CAP GROWTH FUND 1.2
CLASS A SHARES
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 121,662 (5.9%)
CLASS B SHARES
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 249,065 (16.7%)
CLASS C SHARES
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 389,895 (20.5%)
CLASS D SHARES
U.S. Clearing Corp. New York, NY 8,375 (5.9%)
EATON VANCE SPECIAL INVESTMENT TRUST
EATON VANCE LARGE-CAP VALUE FUND
CLASS A SHARES
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 1,305,220 (6.6%)
CLASS B SHARES
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 744,992 (11.5%)
CLASS C SHARES
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 1,213,074 (30.2%)
EATON VANCE UTILITIES FUND
CLASS A SHARES
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 8,538,348 (19.8%)
CLASS B SHARES
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 985,136 (16.9%)
CLASS C SHARES
Merrill Lynch, Pierce, Fenner & Smith, Inc. Jacksonville, FL 311,589 (20.9%)
A-1
EXHIBIT B
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 See Exhibit C Vice President of Eaton Vance and BMR. Officer of 35 registered
DOB: 7/28/59 President investment companies managed by Eaton Vance or BMR.
MICHELLE A. ALEXANDER Treasurer See Exhibit C Vice President of Eaton Vance and BMR. Chief Financial Officer of Belair
DOB: 8/25/69 Capital Fund LLC, Belcrest Capital Fund LLC, Belmar Capital Fund LLC and
Belport Capital Fund LLC (private investment companies sponsored by EVM).
Officer of 85 registered investment companies managed by Eaton Vance or
BMR.
WILLIAM AUSTIN, JR. Treasurer See Exhibit C Assistant Vice President of Eaton Vance and BMR. Officer of 59
DOB: 12/27/51 registered investment companies managed by Eaton Vance or BMR.
ALAN R. DYNNER Secretary See Exhibit C Vice President, Secretary and Chief Legal Officer of BMR, Eaton Vance,
DOB: 10/10/40 EVD, EV and EVC. Officer of 191 registered investment companies managed
by Eaton Vance or BMR.
THOMAS E. FAUST JR. President See Exhibit C Executive Vice President of Eaton Vance, BMR, EVC and EV. Chief
DOB: 5/31/58 Investment Officer of Eaton Vance and BMR and Director of EVC. Chief
Executive Officer of Belair Capital Fund LLC, Belcrest Capital Fund LLC,
Belmar Capital Fund LLC and Belport Capital Fund LLC (private investment
companies sponsored by Eaton Vance). Officer of 51 registered investment
companies managed by Eaton Vance or BMR.
THOMAS J. FETTER Vice See Exhibit C Vice President of Eaton Vance and BMR. Officer of 127 registered
DOB: 8/20/43 President investment companies managed by Eaton Vance or BMR.
DUKE LAFLAMME Vice See Exhibit C Vice President of Eaton Vance and BMR. Officer of 12 registered
DOB: 7/8/69 President investment companies managed by Eaton Vance or BMR.
THOMAS LUSTER Vice See Exhibit C Vice President of Eaton Vance and BMR. Officer of 14 registered
DOB: 4/8/62 President investment companies managed by Eaton Vance or BMR.
MICHAEL R. MACH Vice See Exhibit C Vice President of Eaton Vance and BMR. Previously, Managing Director and
DOB: 7/15/47 President Senior Analyst for Robertson Stephens (1998-1999). Officer of 24
registered investment companies managed by Eaton Vance or BMR.
ROBERT B. MACINTOSH Vice See Exhibit C Vice President of Eaton Vance and BMR. Officer of 126 registered
DOB: 1/22/57 President investment companies managed by Eaton Vance or BMR.
JAMES L. O'CONNOR Treasurer See Exhibit C Vice President of BMR, Eaton Vance and EVD. Officer of 113 registered
DOB: 4/1/45 investment companies managed by Eaton Vance or BMR.
DUNCAN W. RICHARDSON President or See Exhibit C Senior Vice President and Chief Equity Investment Officer of Eaton Vance
DOB: 10/26/57 Vice President and BMR. Officer of 41 registered investment companies managed by Eaton
Vance or BMR.
WALTER A. ROW, III Vice See Exhibit C Director of Equity Research and a Vice President of Eaton Vance and BMR.
DOB: 7/20/57 President Officer of 22 investment companies managed by Eaton Vance or BMR.
B-1
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)
- ------------------------------------------------------------------------------------------------------------------------------------
JUDITH A. SARYAN Vice See Exhibit C Vice President of Eaton Vance and BMR. Previously, Portfolio Manager and
DOB: 8/21/54 President Equity Analyst for State Street Global Advisors (1980-1999). Officer of
23 registered investment company managed by Eaton Vance or BMR.
SUSAN SCHIFF Vice See Exhibit C Vice President of Eaton Vance and BMR. Officer of 25 registered
DOB: 3/13/61 President investment companies managed by Eaton Vance or BMR.
EDWARD E. SMILEY, JR. Vice See Exhibit C Vice President of Eaton Vance and BMR. Officer of 37 registered
DOB: 10/5/44 President investment companies 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 C for the specific Funds and Portfolios that each officer
serves on.
B-2
EXHIBIT C
POSITIONS HELD AND YEAR OF ORIGINAL ELECTION AS TRUSTEE/OFFICER
---------------------------------------------------------------
TRUSTS PORTFOLIOS
------ ----------
EATON VANCE
MUTUAL FUNDS EATON VANCE SPECIAL LARGE-CAP VALUE TAX-MANAGED SMALL-CAP GROWTH UTILITIES
INTERESTED TRUSTEES TRUST INVESTMENT TRUST PORTFOLIO PORTFOLIO PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------------------------
Jessica M. Bibliowicz T-1998 T-1998 T-1998 T-1998 T-1998
- ------------------------------------------------------------------------------------------------------------------------------------
James B. Hawkes T-1991 T-1989 T-1992 T-1998 T-1992
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
NONINTERESTED TRUSTEES
- ------------------------------------------------------------------------------------------------------------------------------------
Donald R. Dwight T-1986 T-1989 T-1993 T-1998 T-1993
- ------------------------------------------------------------------------------------------------------------------------------------
Samuel L. Hayes, III T-1986 T-1989 T-1992 T-1998 T-1992
- ------------------------------------------------------------------------------------------------------------------------------------
Norton H. Reamer T-1986 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 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Michelle A. Alexander -- -- -- Treasurer-2002 --
AT-1998
- ------------------------------------------------------------------------------------------------------------------------------------
William J. Austin, Jr. -- -- Treasurer-2002 -- Treasurer-2002
AT-1993 AT-1993
- ------------------------------------------------------------------------------------------------------------------------------------
Alan R. Dynner Secretary-1997 Secretary-1997 Secretary-1997 Secretary-1998 Secretary-1997
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas E. Faust Jr. P-2002 P-2002 -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas J. Fetter VP-1997 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Duke Laflamme -- VP-2001 -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas H. Luster -- VP-2002 -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Michael R. Mach VP-1999 -- VP-1999 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Robert B. MacIntosh VP-1998 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
James L. O'Connor Treasurer-1989 Treasurer-1989 -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Duncan W. Richardson VP-2001 -- P-2002 P-2002 P-2002
- ------------------------------------------------------------------------------------------------------------------------------------
Walter A. Row, III VP-2001 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Judith A. Saryan VP-2003 -- -- -- VP-1999
- ------------------------------------------------------------------------------------------------------------------------------------
Susan Schiff VP-2002 -- -- -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Edward E. Smiley, Jr. VP-1999 VP-1996 -- VP-1998 --
- ------------------------------------------------------------------------------------------------------------------------------------
T = Trustee
P = President
VP = Vice President
AT = Assistant Treasurer
C-1
EXHIBIT D
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
(21 Funds) Funds with 10/31 FYE $ 11,366 $ 9,973 $ 11,254 $ 9,882 $ 10,780
- -----------------------------------------------------------------------------------------------------------------------------
Eaton Vance Special Investment Trust
(12 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 3,058 3,038 3,382 2,992 3,168
- -----------------------------------------------------------------------------------------------------------------------------
Utilities Portfolio 4,354 4,044 4,251 3,991 4,392
- -----------------------------------------------------------------------------------------------------------------------------
Complex Total(1) $160,000 $162,500(2) $180,000 $160,000 $160,000(3)
- -----------------------------------------------------------------------------------------------------------------------------
(1) As of February 28, 2003, the Eaton Vance fund complex consisted of 191
registered investment companies or series thereof. Complex total represents
compensation for the calendar year ended December 31, 2002. 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.
D-1
EXHIBIT E
AUDITOR FEES
------------
AUDIT FEES FOR OTHER FEES FOR
MOST RECENT MOST RECENT
TRUST/FUND NAME AUDITOR(1)(2) FISCAL YEAR FISCAL YEAR
- --------------- ------------- ----------- -----------
EATON VANCE MUTUAL FUNDS TRUST
- ------------------------------------------------------------------------------------------------------------------
Eaton Vance Tax-Managed Small-Cap Growth 1.1 Deloitte $8,900 $6,870
----------------------------------------------------------------------------------------------------------------
Eaton Vance Tax-Managed Small-Cap Growth 1.2 Deloitte $6,900 $6,870
----------------------------------------------------------------------------------------------------------------
EATON VANCE SPECIAL INVESTMENT TRUST
- ------------------------------------------------------------------------------------------------------------------
Eaton Vance Large-Cap Value Fund PWC $18,100 $8,195
----------------------------------------------------------------------------------------------------------------
Eaton Vance Utilities Fund PWC $18,100 $7,860
----------------------------------------------------------------------------------------------------------------
PORTFOLIOS
- ------------------------------------------------------------------------------------------------------------------
Large-Cap Value Portfolio PWC $28,375 $5,920
----------------------------------------------------------------------------------------------------------------
Tax-Managed Small-Cap Growth Portfolio Deloitte $38,400 $4,920
----------------------------------------------------------------------------------------------------------------
Utilities Portfolio PWC $27,475 $4,805
----------------------------------------------------------------------------------------------------------------
(1) PWC refers to PricewaterhouseCoopers LLP
(2) Deloitte refers to Deloitte & Touche LLP
E-1
PROXY TABULATOR
P.O. Box 9132
HINGHAM, MA 02043-9132
EVERY SHAREHOLDER'S VOTE IS IMPORTANT
*** 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 use the Proxy Card
2) Call 1-800-690-6903 2) Go to www.proxyweb.com/proxy 3) Return the card in the postage-paid
3) Enter CONTROL NUMBER shown at left and 3) Enter CONTROL NUMBER shown at left and envelope provided
follow the simple instructions follow the simple instructions
4) Keep this card for your records 4) Keep this card for your records
*** CONTROL NUMBER: 999 999 999 999 99 ***
FUND NAME PRINTS HERE
SPECIAL MEETING OF SHAREHOLDERS
JUNE 6, 2003
PROXY SOLICITED ON BEHALF OF BOARD OF TRUSTEES
The undersigned holder of shares of beneficial interest of the above-referenced
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 Friday, June 6, 2003
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.
DATED:__________________
PLEASE VOTE, DATE, SIGN AND PROMPTLY RETURN
IN THE ACCOMPANYING ENVELOPE.
NO POSTAGE REQUIRED IF MAILED IN THE U.S.
________________________________________________
Signature(s): (SIGN IN THE BOX)
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.
EATON VANCE PROXY
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:
1. To elect as Trustee the following nominees: FOR ALL WITHHOLD
(01) Jessica M. Bibliowicz, (02) James B. Hawkes, (03) Donald R. Dwight, Nominees Listed authority to
(04) Samuel L. Hayes, III, (05) William H. Park, (06) Norton H. Reamer, (except as noted at vote for all
(07) Lynn A. Stout left) nominees 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. [ ] [ ] [ ]
NOTE ADDRESS CHANGE: _______________________________
_______________________________
_______________________________
PLEASE SIGN ON REVERSE SIDE