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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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Eaton Vance Mutual Funds 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 TAX-MANAGED
INTERNATIONAL GROWTH FUND
TELEPHONE SCRIPT
INTRODUCTION
Hello, Mr./Mrs. (Shareholder). I am calling with regard to your investment in
the Eaton Vance Tax-Managed International Growth Fund. My name is ______________
and I'm a proxy representative with D.F. King & Co. calling at the request of
Eaton Vance. We're currently contacting shareholders of the Fund to assist in
getting the necessary proxy votes for the shareholder meeting scheduled for
April 16, 2004. Did you receive the proxy materials from the fund?
If not, then help the shareholder obtain the material he/she requires. If a
NOBO, give them the 800# and have them call back when they receive it. If
registered, we will send the materials directly. In either case, make sure
the address is correct, make any necessary corrections, and code the
disposition as "14" or "15".
Are you familiar with the proposal? Do you have any questions?
Take time to answer all questions carefully. Do not give advice. Remind the
shareholder that his/her Board Members have recommended that he/she vote in
favor of the proposal. Most questions can be addressed by referring to the
proxy statement and reading the appropriate sections.
We apologize if we've called you at an inconvenient time, but as a shareholder,
your vote is very important. I can take your vote over the telephone on a
recorded line if you'd like. Would that be okay with you?
Allow the person to give you a response. If the person says he/she has
already sent in the proxy, do not ask how he/she voted.
Here is how we will proceed. I will record this phone call. I will ask you for
your name, your address and the last 4 digits of your social security number (or
Tax Identification Number if shares are registered to an entity), and then I
will confirm, that you have received the proxy materials. Then I will take your
vote. Within 72 hours, you will be mailed a letter confirming your vote, with
instructions on how to make any changes you wish. Are you ready?
BEGIN THE VOTE
At this time, I'll begin recording the call. First, I'll reintroduce myself. My
name is __________, calling from D.F. King & Co., Inc. on behalf of the Eaton
Vance Tax-Managed International Growth Fund. Today's date is __________ and the
time is __________.
May I please have your full name? If shareholder is an entity, may I please have
your title? Can you confirm that you are authorized to direct the voting of
Eaton Vance Fund's shares?
May I please have your address?
May I have the last 4 digits of your social security number? (If shareholder is
an entity, ask for Tax Identification Number)
Input the last 4 digits of the SSN. You may NOT proceed without this
information. If the shareholder refuses to give this information, explain
that it is for security purposes only, to assure that only the proper
person can vote his or her shares. However, if the shareholder continues to
resist, you have no choice but to politely end the call.
Have you received the proxy materials?
ACTUAL VOTING
Your Fund's Board is asking you to consider proposals that they have considered
carefully. They recommend that you vote in favor of the proposal. Would you like
to vote in favor of the proposals as your Fund's Board has recommended?
If you are required to read the proposal individually, end each proposal by
saying, "YOUR BOARD RECOMMENDS THAT YOU VOTE IN FAVOR. HOW WOULD YOU LIKE
TO VOTE?" For each proposal, the valid responses are
F = For proposal.
A = Against proposal.
B = Abstain.
CLOSING
I have recorded your votes. You have voted _____________. Is that correct? As
your voting agent I will execute a written proxy in accordance with your
instructions and forward it on to the fund.
In the next 72 hours, we will mail you a letter by first class mail confirming
your vote. If you wish to change your vote for any reason, please call us at the
phone number listed in the letter. Thank you for your time.
EATON VANCE TAX-MANAGED
INTERNATIONAL GROWTH FUND
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ANSWERING MACHINE MESSAGE
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Hello, this message is being left on behalf of your investment in the EATON
VANCE TAX-MANAGED INTERNATIONAL GROWTH FUND. You should have recently received
proxy materials in the mail concerning the SPECIAL SHAREHOLDER MEETING to be
held on APRIL 16, 2004.
After reviewing the mailing information and at your earliest convenience, please
sign, date, and return the proxy card in the postage paid envelope provided. If
you prefer, you can also vote by Internet or touch-tone telephone by following
the instructions included in the mailing information.
If you have any questions regarding the information that you are being asked to
consider or need new proxy materials, please call our proxy solicitor D.F. King
& Co. at 1-800-714-3305.
Thank you for your consideration.