<PAGE>
As filed with the Securities and Exchange Commission on November 6, 1995
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. )
[x] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
Eaton Vance Municipals Trust
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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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[x] 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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<PAGE>
EATON VANCE INVESTMENT TRUST
EATON VANCE MUNICIPALS TRUST
EATON VANCE MUNICIPALS TRUST II
24 FEDERAL STREET, BOSTON, MA 02110
October 27, 1995
Dear Shareholders:
On December 8, 1995 and December 15, 1995, Special Meetings of
Shareholders of the series (each a "Fund") of Eaton Vance Investment Trust,
Eaton Vance Municipals Trust and Eaton Vance Municipals Trust II (each a
"Trust") will be held to consider three proposals. Adoption of these proposals
with respect to each Fund requires the approval of that Fund's shareholders.
As a shareholder, you are entitled to cast one vote for each share that you
own. THE TRUSTEES OF EACH TRUST HAVE APPROVED THE PROPOSALS WITH RESPECT TO
THE FUNDS OF THAT TRUST AND BELIEVE THAT THE PROPOSALS ARE IN THE BEST
INTERESTS OF EACH SUCH FUND AND ITS SHAREHOLDERS.
VOTING TAKES ONLY A FEW MINUTES -- PLEASE RESPOND PROMPTLY.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. If the required
votes are not received by the meeting date, it will be necessary to send
further mailings to secure them. This is a costly process and is paid for by
your Fund. Therefore, you, as a shareholder, ultimately pay for the expense of
a delayed vote. Please sign and return your proxy promptly to avoid this
unnecessary expense.
PROPOSALS YOU ARE VOTING ON.
At the meeting, shareholders will be asked to amend their Fund's
investment policies to permit, among other things, each Fund to invest without
limitation in obligations the interest on which is subject to the federal
alternative minimum tax. Shareholders will also be asked to amend certain
fundamental investment restrictions which may permit the Funds to take
advantage of investment opportunities in the future and, for California
Municipals Fund shareholders only, to change the Fund's status from
diversified to nondiversified.
The matters to be presented at the meetings are described in detail in the
enclosed Proxy Statement. THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE IN
FAVOR OF EACH PROPOSAL.
For each Board of Trustees
THOMAS J. FETTER, President
IMPORTANT -- SHAREHOLDERS CAN HELP THE TRUSTEES AVOID THE NECESSITY AND
ADDITIONAL EXPENSE TO THEIR FUND OF FURTHER SOLICITATIONS TO INSURE 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.
<PAGE>
EATON VANCE INVESTMENT TRUST
EATON VANCE MUNICIPALS TRUST
EATON VANCE MUNICIPALS TRUST II
24 FEDERAL STREET, BOSTON, MA 02110
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD DECEMBER 8, 1995 AND DECEMBER 15, 1995
Special Meetings of Shareholders of the series listed below (each a
"Fund") of Eaton Vance Investment Trust ("Investment Trust"), Eaton Vance
Municipals Trust ("Municipals Trust") and Eaton Vance Municipals Trust II
("Municipals Trust II") (each a "Trust") will be held at the principal office
of each Trust, 24 Federal Street, Boston, Massachusetts, on the date specified
below commencing at 10:00 a.m. (Boston time).
THE INVESTMENT TRUST MEETING IS FOR THE FOLLOWING SERIES: EV Classic
California Limited Maturity Tax Free Fund, EV Classic Connecticut Limited
Maturity Tax Free Fund, EV Classic Florida Limited Maturity Tax Free Fund, EV
Classic Massachusetts Limited Maturity Tax Free Fund, EV Classic Michigan
Limited Maturity Tax Free Fund, EV Classic National Limited Maturity Tax Free
Fund, EV Classic New Jersey Limited Maturity Tax Free Fund, EV Classic New
York Limited Maturity Tax Free Fund, EV Classic Ohio Limited Maturity Tax Free
Fund and EV Classic Pennsylvania Limited Maturity Tax Free Fund. ALL SUCH
FUNDS WILL MEET ON DECEMBER 15, 1995, EXCEPT THAT THE NATIONAL LIMITED
MATURITY FUND WILL MEET ON DECEMBER 8, 1995.
THE MUNICIPALS TRUST MEETING IS FOR THE FOLLOWING SERIES: EV Classic
Alabama Tax Free Fund, EV Classic Arizona Tax Free Fund, EV Classic Arkansas
Tax Free Fund, EV Classic California Municipals Fund, EV Classic Colorado Tax
Free Fund, EV Classic Connecticut Tax Free Fund, EV Classic Florida Tax Free
Fund, EV Classic Georgia Tax Free Fund, EV Classic Kentucky Tax Free Fund, EV
Classic Louisiana Tax Free Fund, EV Classic Maryland Tax Free Fund, EV Classic
Massachusetts Tax Free Fund, EV Classic Michigan Tax Free Fund, EV Classic
Minnesota Tax Free Fund, EV Classic Mississippi Tax Free Fund, EV Classic
Missouri Tax Free Fund, EV Classic New Jersey Tax Free Fund, EV Classic New
York Tax Free Fund, EV Classic North Carolina Tax Free Fund, EV Classic Ohio
Tax Free Fund, EV Classic Oregon Tax Free Fund, EV Classic Pennsylvania Tax
Free Fund, EV Classic Rhode Island Tax Free Fund, EV Classic South Carolina
Tax Free Fund, EV Classic Tennessee Tax Free Fund, EV Classic Texas Tax Free
Fund, EV Classic Virginia Tax Free Fund and EV Classic West Virginia Tax Free
Fund. ALL SUCH FUNDS WILL MEET ON DECEMBER 15, 1995, EXCEPT THAT THE
CALIFORNIA MUNICIPALS AND THE ARIZONA, COLORADO, CONNECTICUT, FLORIDA,
MASSACHUSETTS, MICHIGAN, MINNESOTA, NEW JERSEY, OHIO, PENNSYLVANIA AND TEXAS
TAX FREE FUNDS WILL MEET ON DECEMBER 8, 1995.
THE MUNICIPALS TRUST II MEETING IS FOR THE FOLLOWING SERIES: EV Classic
Hawaii Tax Free Fund, EV Classic Kansas Tax Free Fund and EV Classic Florida
Insured Tax Free Fund. THE HAWAII AND KANSAS TAX FREE FUNDS WILL MEET ON
DECEMBER 15, 1995 AND THE FLORIDA INSURED TAX FREE FUND WILL MEET ON DECEMBER
8, 1995.
THE MEETINGS ARE BEING HELD FOR THE FOLLOWING PURPOSES:
1. FOR EACH FUND: To consider and act upon a proposal to amend the Fund's
investment policy to provide that the Fund may invest without limit in
municipal obligations the interest on which is exempt from regular
federal income tax (but which may be a tax preference item for purposes
of alternative minimum tax) and (except in the case of the National
Limited Maturity Fund and the Texas Tax Free Fund) from the State taxes
that, in accordance with the Fund's investment objective, the Fund
seeks to avoid. (In addition to allowing the Funds to invest without
limit in obligations the interest on which is subject to alternative
minimum tax, this amendment will permit the California Municipals and
the Minnesota and Tennessee Tax Free Funds (like all other Funds) to
invest in certain obligations of Puerto Rico, Guam and the U.S. Virgin
Islands.)
2. FOR EACH MUNICIPALS TRUST FUND AND THE CONNECTICUT, MICHIGAN AND OHIO
LIMITED MATURITY FUNDS: To consider and act upon a proposal to
eliminate, reclassify or amend certain of the Fund's fundamental
investment restrictions (as set forth in Exhibit C to the
accompanying Proxy Statement).
3. FOR THE CALIFORNIA MUNICIPALS FUND: To consider and act upon a
proposal to change the Fund's diversification status from
diversified to non-diversified.
4. To consider and act upon any matters incidental to the foregoing
purposes or any of them, and any other matters which may properly come
before said meetings or any adjourned session thereof.
These proposals are discussed in greater detail in the accompanying Proxy
Statement.
This meeting is called pursuant to the By-Laws of each Trust. The Trustees
of each Trust fixed the close of business on October 23, 1995 as the record
date for the determination of the shareholders of each Fund of that Trust
entitled to notice of and to vote at the meeting and any adjournment thereof.
By Order of each Board of Trustees
THOMAS OTIS, Secretary
October 27, 1995
<PAGE>
EATON VANCE INVESTMENT TRUST
EATON VANCE MUNICIPALS TRUST
EATON VANCE MUNICIPALS TRUST II
24 FEDERAL STREET, BOSTON, MA 02110
October 27, 1995
PROXY STATEMENT
FOR THE SPECIAL MEETINGS OF SHAREHOLDERS
A proxy is enclosed with the foregoing Notice of the Special Meetings of
the Shareholders of the series listed below of Eaton Vance Investment Trust
("Investment Trust"), Eaton Vance Municipals Trust ("Municipals Trust") and
Eaton Vance Municipals Trust II ("Municipals Trust II") (each a "Trust") to be
held on either Friday, December 8, 1995 or Friday, December 15, 1995 (as
specified below), for the benefit of shareholders who do not expect to be
present at the meetings. This proxy is solicited on behalf of the Board of
Trustees of each Trust, and is revocable by the person giving it at any time
prior to exercise by a signed writing filed with the Funds' transfer agent,
The Shareholder Services Group, Inc., BOS725, P.O. Box 1559, Boston,
Massachusetts 02104, or by executing and delivering a later dated proxy, or by
attending the meeting and voting his or her shares in person. Each shareholder
may specify the manner in which he or she desires the proxy to be voted upon
the matters referred to in the proxy; in the absence of such specification,
the proxy will authorize the persons named as attorneys, or any of them, to
vote in favor of each such matter. This proxy material is first being mailed
to shareholders on or about October 31, 1995.
THE INVESTMENT TRUST MEETING IS FOR THE FOLLOWING SERIES: EV Classic
California Limited Maturity Tax Free Fund, EV Classic Connecticut Limited
Maturity Tax Free Fund, EV Classic Florida Limited Maturity Tax Free Fund, EV
Classic Massachusetts Limited Maturity Tax Free Fund, EV Classic Michigan
Limited Maturity Tax Free Fund, EV Classic National Limited Maturity Tax Free
Fund, EV Classic New Jersey Limited Maturity Tax Free Fund, EV Classic New
York Limited Maturity Tax Free Fund, EV Classic Ohio Limited Maturity Tax Free
Fund and EV Classic Pennsylvania Limited Maturity Tax Free Fund. ALL SUCH
FUNDS WILL MEET ON DECEMBER 15, 1995, EXCEPT THAT THE NATIONAL LIMITED
MATURITY FUND WILL MEET ON DECEMBER 8, 1995.
THE MUNICIPALS TRUST MEETING IS FOR THE FOLLOWING SERIES: EV Classic
Alabama Tax Free Fund, EV Classic Arizona Tax Free Fund, EV Classic Arkansas
Tax Free Fund, EV Classic California Municipals Fund, EV Classic Colorado Tax
Free Fund, EV Classic Connecticut Tax Free Fund, EV Classic Florida Tax Free
Fund, EV Classic Georgia Tax Free Fund, EV Classic Kentucky Tax Free Fund, EV
Classic Louisiana Tax Free Fund, EV Classic Maryland Tax Free Fund, EV Classic
Massachusetts Tax Free Fund, EV Classic Michigan Tax Free Fund, EV Classic
Minnesota Tax Free Fund, EV Classic Mississippi Tax Free Fund, EV Classic
Missouri Tax Free Fund, EV Classic New Jersey Tax Free Fund, EV Classic New
York Tax Free Fund, EV Classic North Carolina Tax Free Fund, EV Classic Ohio
Tax Free Fund, EV Classic Oregon Tax Free Fund, EV Classic Pennsylvania Tax
Free Fund, EV Classic Rhode Island Tax Free Fund, EV Classic South Carolina
Tax Free Fund, EV Classic Tennessee Tax Free Fund, EV Classic Texas Tax Free
Fund, EV Classic Virginia Tax Free Fund and EV Classic West Virginia Tax Free
Fund. ALL SUCH FUNDS WILL MEET ON DECEMBER 15, 1995, EXCEPT THAT THE
CALIFORNIA MUNICIPALS AND THE ARIZONA, COLORADO, CONNECTICUT, FLORIDA,
MASSACHUSETTS, MICHIGAN, MINNESOTA, NEW JERSEY, OHIO, PENNSYLVANIA AND TEXAS
TAX FREE FUNDS WILL MEET ON DECEMBER 8, 1995.
THE MUNICIPALS TRUST II MEETING IS FOR THE FOLLOWING SERIES: EV Classic
Hawaii Tax Free Fund, EV Classic Kansas Tax Free Fund and EV Classic Florida
Insured Tax Free Fund. THE HAWAII AND KANSAS TAX FREE FUNDS WILL MEET ON
DECEMBER 15, 1995 AND THE FLORIDA INSURED TAX FREE FUND WILL MEET ON DECEMBER
8, 1995.
The series of Municipals Trust and Municipals Trust II are referred to
individually herein as the "[State name] Fund" (except that EV Classic Florida
Insured Tax Free Fund is referred to as the "Florida Insured Fund"). The
series of Investment Trust are referred to individually herein as the "[State
name] Limited Fund". The series of the Trusts are referred to collectively
herein as the "Funds".
The Trustees have fixed the close of business on October 23, 1995 as the
record date for the determination of the shareholders entitled to notice of
and to vote at the meeting and any adjournment(s) thereof. Shareholders at the
close of business on the record date will be entitled to one vote for each
full share held and to a proportionate share of one vote for each fractional
share held. The number of shares of beneficial interest (excluding fractions
thereof) of each Fund outstanding as of October 23, 1995 is set forth in
Exhibit A.
The persons who held of record more than 5% of the outstanding shares of a
Fund as of September 30, 1995 are set forth in Exhibit B. To the knowledge of
each Trust, no other person owns (of record or beneficially) more than 5% of
the outstanding shares of a Fund.
Shareholders of the Funds are being asked to vote on the Proposals as
follows:
SHAREHOLDERS ENTITLED TO
PROPOSAL PURPOSE VOTE ON PROPOSAL
- -------- ------- ----------------
1 To amend the Fund's policy To be voted on by each Fund
concerning the municipal
obligations in which it
invests
2 To eliminate, reclassify or To be voted on by each Municipals
amend certain fundamental Trust Fund, and the Connecticut
investment restrictions Limited Fund, the Michigan Limited
Fund and the Ohio Limited Fund
3 To change the Fund's To be voted on by the California
diversification status from Fund
diversified to
nondiversified
The shareholders of each Fund voting on a Proposal will vote separately as
a class on that Proposal.
The Trustees know of no matter other than those mentioned in Proposals 1
through 3 of the Notice which will be presented at the meetings. If any other
matter is properly presented at a meeting, it is the intention of the persons
named as attorneys in the enclosed proxy to vote the proxies in accordance
with their judgment in regard to such matter.
PROPOSAL 1. TO APPROVE THE AMENDMENT OF EACH FUND'S POLICY CONCERNING THE
MUNICIPAL OBLIGATIONS IN WHICH IT INVESTS
Each Fund (except the National Limited Fund) seeks to achieve its
investment objective by investing either directly or indirectly through
another open-end management investment company primarily (i.e., at least 80%
of net assets during periods of normal market conditions) in debt obligations
issued by or on behalf of its corresponding State and its political
subdivisions, and (except in the case of the California Fund, the Minnesota
Fund and the Tennessee Fund) the governments of Puerto Rico, the U.S. Virgin
Islands and Guam (the "Territories"), the interest on which is exempt from
regular federal income tax, is not a tax preference item under the federal
alternative minimum tax (the "AMT") (except in the case of the California
Fund), and (except for the Texas Fund) is exempt from the State taxes that, in
accordance with the Fund's investment objective, the Fund seeks to avoid. The
National Limited Fund has substantially the same policy except that it invests
without regard for any applicable State taxes. In addition to the foregoing,
the Minnesota Fund must also limit its investment in obligations the interest
on which is exempt from Minnesota alternative minimum tax. Although the
California Fund may invest without limit in obligations subject to the AMT,
California Tax Free Portfolio (the "California Portfolio") (in which the
California Fund invests its assets) limits its investment in obligations
subject to the AMT in accordance with the foregoing 80% policy. The foregoing
80% policy is a fundamental policy of each Fund and may not be changed unless
authorized by a vote of each Fund's shareholders.
This Proposal seeks to amend the policies described above to permit each
Fund to invest either directly or indirectly through another open-end
management investment company primarily (i.e., at least 80% of net assets
during normal market conditions) in municipal obligations the interest on
which is exempt from regular federal income tax and (except in the case of the
National Limited Fund and the Texas Fund) from the State taxes that, in
accordance with the Fund's investment objective, the Fund seeks to avoid.
Pursuant to the investment objective of each Municipals Trust Fund and each
Municipals Trust II Fund, the Fund seeks to provide current income exempt from
regular federal income tax and certain State taxes which are specified in each
Fund's prospectus. Pursuant to the investment objective of each Investment
Trust Fund, the Fund seeks to provide (1) a high level of current income
exempt from regular federal income tax and (except for the National Limited
Fund) certain State taxes which are specified in each Fund's prospectus, and
(2) limited principal fluctuation.
Each Fund invests its assets in a corresponding investment company (a
"Portfolio") with (except the California Fund) the same investment policy as
that described above for the Fund. When voting on a parallel proposal to amend
the Portfolio's investment policy (or, in the case of the California
Portfolio, a proposal to amend the California Portfolio's policy as described
below), 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 (as described in each Fund's prospectus). If a sufficient number of
votes in favor of the Proposal are received from investors in a Portfolio,
that Portfolio's policy will be changed.
If this Proposal is approved with respect to each Fund and its
corresponding Portfolio, each Portfolio will be permitted to invest without
limit in obligations the interest on which is a tax preference item under the
AMT ("AMT obligations") (and, in the case of the Minnesota Portfolio, Minnesota
alternative minimum tax).(1) This policy change should result in greater
investment opportunities because the Portfolios will no longer be required to
restrict investment in AMT obligations to 20% of net assets. Boston Management &
Research, the investment adviser to the Portfolios, (the "Investment Adviser")
believes that, under current market conditions, AMT obligations may provide
higher yields than non- AMT obligations. Should these market conditions
continue, a Portfolio would have the ability to invest without limit in such
higher-yielding obligations, provided that they otherwise meet the credit
quality and other criteria of the Portfolio (as described in its corresponding
Fund's prospectus). As a result, investment returns may be enhanced over time.
- --------------------
(1) The Minnesota Fund would continue, however, to invest 95% of its assets in
specified Minnesota sources, as described in its Prospectus.
The AMT is generally applicable to wealthy individuals and corporations
that earn high income and are able to reduce their regular income tax
liability through tax deductions. Therefore, the proposed policy change is
unlikely to affect the tax-exempt status of the income earned by a Fund for
most shareholders. For the percentage of each Portfolio's net assets invested
in AMT obligations on September 30, 1995, see Exhibit A.
If this Proposal is approved, the investment policy will be clarified to
state that a Fund may invest in municipal obligations of any issuer, provided
that the interest on such obligations is exempt from regular federal income
tax and the State taxes specified in the Fund's investment objective (if any).
As clarified, the policy would permit the California Portfolio, Minnesota
Portfolio and Tennessee Portfolio to invest in obligations issued by the
Territories, provided that the interest on such obligations is exempt from
regular federal income tax and relevant State taxes. (The Minnesota Portfolio,
however, has no current intention of investing in such obligations.) Each
Portfolio (except the National Limited Fund), however, will continue to invest
at least 65% of its total assets in municipal obligations issued by or on
behalf of its corresponding State or its political subdivisions. The amended
policy would also permit the Minnesota Portfolio to invest without limit in
obligations the interest on which is subject to the Minnesota alternative
minimum tax. Such tax is based in part on federal alternative minimum taxable
income.
In connection with this policy change, the Trustees will change with
respect to each Fund (except the California Fund) and each Portfolio the
phrase "Tax Free" in its name to "Municipals" (e.g., from "EV Classic [State
name] Tax Free Fund" to "EV Classic [State name] Municipals Fund").
VOTE REQUIRED TO APPROVE PROPOSAL 1
Approval of the Proposal with respect to a Fund requires the affirmative
vote of a majority of the outstanding voting securities of that 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 Trustees have considered various factors and believe that this
Proposal will increase investment opportunities and is in the best interests
of each Fund and its shareholders. If the Proposal is not approved with
respect to a Fund, that Fund's current fundamental investment policy will
remain in effect and a shareholder vote will be required before the Fund can
engage in activities prohibited by the current policy. THE TRUSTEES RECOMMEND
THAT SHAREHOLDERS VOTE IN FAVOR OF THE AMENDMENT OF THEIR FUND'S INVESTMENT
POLICY AS DESCRIBED ABOVE.
PROPOSAL 2. TO APPROVE THE ELIMINATION, CLASSIFICATION OR AMENDMENT OF
CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS
(FOR EACH MUNICIPALS TRUST FUND AND THE
CONNECTICUT, MICHIGAN AND OHIO LIMITED FUNDS)
The Investment Company Act of 1940 (the "Act") requires a registered
investment company series like each Fund to have certain specific investment
restrictions which can be changed only by a shareholder vote. Investment
company series may also elect to designate other restrictions which may be
changed only by a shareholder vote. Both types of restrictions are often
referred to as "fundamental" restrictions. Some fundamental restrictions
adopted by the Funds reflect certain regulatory, business or industry
conditions which are no longer in effect. Accordingly, the Trustees authorized
a review of the Funds' fundamental restrictions to simplify and modernize
those restrictions which are required to be fundamental and to eliminate as
fundamental any restrictions which are not now required to be fundamental
under state securities ("Blue Sky") laws or the positions of the staff of the
Securities and Exchange Commission (the "Commission") in interpreting the Act.
If not required to be fundamental, depending on the circumstances, the
restriction would be reclassified as a nonfundamental restriction in the same
or a modified form, or eliminated. Nonfundamental restrictions can be changed
by the Trustees without shareholder approval. Similar revisions to fundamental
restrictions have been approved by shareholders of several other funds advised
by Boston Management and Research or its affiliates ("Eaton Vance"), so the
uniformity of such restrictions will serve to facilitate Eaton Vance's
compliance efforts.
This Proposal seeks shareholder approval of changes which are intended to
accomplish the foregoing goals. The proposed changes to the fundamental
restrictions are discussed in detail below. Please refer to the changes to the
restrictions as set forth in Exhibit C. By reducing to a minimum those
restrictions which can be changed only by shareholder vote, each Fund would be
able to avoid the costs and delay associated with a future shareholder meeting
and the Trustees believe that the Investment Adviser's ability to manage the
Fund's Portfolio in a changing regulatory or investment environment will be
enhanced. Accordingly, investment management opportunities will be increased.
The numerical references to the Funds' investment restrictions correspond to
the paragraphs in Exhibit C. If this Proposal is approved, the restrictions
will be reordered.
If approved, the proposed changes will not affect current management of a
Fund's Portfolio. Moreover, the changes would be made regardless of whether
the other proposals in this proxy statement are approved. When voting on a
parallel proposal to amend the fundamental investment restrictions of its
corresponding 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 (as described in each Fund's prospectus). If a
sufficient number of votes in favor of amending some or all of a Portfolio's
restrictions are received from the investors in that Portfolio, such
restrictions will be amended.
ELIMINATION OF CERTAIN RESTRICTIONS
The Trustees propose to eliminate Restriction (4) (for all Funds except
the California Fund), Restriction (9), Restriction (12), the latter part of
Restriction (6) and (with respect to the California Fund only) Restriction
(14), because such restrictions are not required to be fundamental policies
under the Act or state "Blue Sky" laws.
Restriction (4) concerns the diversification of assets by issuer. This
restriction does not apply to nondiversified funds. Because the Funds (except
the California Fund) are nondiversified, this restriction may be eliminated.
Shareholders of the California Fund will consider the elimination of
Restriction (4) and Restriction (l) (which also relates to diversification) in
Proposal 3.
Restriction (9) concerning investing for control prohibits a Fund from
investing for control or management of other companies. Investing for such
purposes would be difficult because of the Act's diversification requirements
and are regulated by the Act's provisions on affiliated transactions.
Restriction (12) concerning transactions with affiliates prohibits a Fund
from buying securities from or selling securities to Trust officers, Trustees
or other affiliates. Such transactions are circumscribed by the Act's
provisions on affiliated transactions and the Investment Adviser maintains a
code of ethics to monitor transactions with the Funds.
The latter part of Restriction (6) concerning joint transactions is a
matter regulated by a provision of the Act which is subject to certain
exceptions pursuant to rules or positions of the staff of the Commission.
Eliminating the prohibition may allow a Fund to engage in certain beneficial
transactions, such as purchasing securities with affiliated investment
companies at a lower cost, if the Commission grants an exemptive order
permitting such transactions. (The Funds have no current intention of applying
for such an order.)
Restriction (14) (which is a restriction of the California Fund only)
prohibits the California Fund from purchasing securities of another open-end
investment company or investment trust (other than the California Portfolio).
Investment in investment companies is regulated by the Act and the California
Fund has no policy of investing in any such companies other than the
California Portfolio (which is permitted by the Act).
RECLASSIFICATION OF CERTAIN RESTRICTIONS
The Trustees also propose that Restrictions (3), (5) and (13) be
eliminated as fundamental, but be retained as nonfundamental policies of each
Fund (which could be thereafter amended or eliminated by Trustee vote). These
restrictions are required under various state "Blue Sky" laws and/or federal
laws, but are not required to be a fundamental policy of a Fund.
Restriction (3) concerning short sales prohibits a Fund from engaging in
such transactions unless they are "against the box" and no more than 25% of
net assets is held as collateral. In a short sale, a Fund would sell a
borrowed security with a corresponding obligation to return the same security.
If reclassified as nonfundamental, the restriction could be revised in the
future to permit other types of short sales if permitted by law.
Restriction (5) concerning investment in affiliated issuers prohibits a
Fund from purchasing a security where individuals affiliated with the Fund own
beneficially more than 5% of that security. If reclassified as nonfundamental,
this restriction could be revised in the future to permit such affiliated
investment if relevant laws change.
Restriction (13) concerning investment in exploration companies prohibits
the purchase of oil, gas or mineral interests. Such investments are
inconsistent with each Fund's current investment policies, but, if the
restriction is reclassified as nonfundamental, the restriction could be
eliminated if state Blue Sky laws change.
If shareholders approve the proposed reclassification of certain
investment restrictions as nonfundamental, a future change in any of these
restrictions could be effected by the Trustees without shareholder approval if
the Trustees determined that such a change was appropriate and desirable. The
Trustees have no present intention of amending or eliminating the foregoing
restrictions if they are reclassified. The Trustees believe, however, that
this reclassification of restrictions will enable each Fund to respond more
rapidly to future changes in the Fund's competitive and regulatory
environment.
AMENDMENT TO CERTAIN RESTRICTIONS
The Trustees propose to amend several fundamental policies.
The first part of Restriction (6) concerning underwriting, Restriction
(10) concerning investing in real estate and Restriction (11) concerning
futures transactions have been revised for clarity to be consistent with other
funds advised by the Investment Adviser. (Only California Fund, Florida Fund
and New York Fund shareholders will vote to amend Restriction (10) because the
other Funds already have that restriction in the proposed form; shareholders
of those three Funds will not vote to amend Restriction (11) because their
restriction already exists in the proposed form.) Restriction (7) concerning
lending is proposed to be simplified and revised consistent with current
regulatory restraints.
Restriction (8) concerning borrowing, pledging and senior securities has
been revised by deleting the restriction on pledging and by permitting
borrowing and the issuance of senior securities consistent with the Act.
Pledging restrictions are no longer required by State law. The positions of
staff of the Commission on borrowings and senior securities have evolved in
recent years with the development of new investment strategies, such as
reverse repurchase agreements and futures transactions. Each Fund would like
the ability to consider use of new investment techniques consistent with the
Act and appropriate disclosure as interpretations of the Act are further
developed. Each Fund may currently borrow up to 5% of the value of its total
assets for certain temporary purposes. There is no intention to change this
policy. If the Trustees should decide in the future to change this policy with
respect to a Fund, disclosure would be provided in the Fund's prospectus.
The Trustees also propose to create a new Restriction (15) that would
clarify each Fund's policy of investing in another open-end management
investment company (its corresponding Portfolio). If approved, a redundant
provision in Restrictions (4), (8), (9) and (14) will be eliminated (if those
Restrictions are not otherwise eliminated).
VOTE REQUIRED TO APPROVE PROPOSAL 2
Approval of the Proposal requires the affirmative vote of a majority of
the outstanding voting securities of a Fund as set forth under "Vote Required
to Approve Proposal 1" above. The amendment, elimination or reclassification
of each restriction requires a separate vote.
The Trustees have considered various factors and believe that this
Proposal will increase investment management flexibility and is in the best
interests of each Fund and its shareholders. If part or all of the Proposal is
not approved with respect to a Fund, some or all of that Fund's current
fundamental restrictions will remain in effect and a shareholder vote will be
required before the Fund can engage in activities prohibited by a current
fundamental restriction. THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE IN
FAVOR OF THE ELIMINATION, RECLASSIFICATION OR AMENDMENT OF CERTAIN OF THEIR
FUND'S INVESTMENT RESTRICTIONS.
PROPOSAL 3. CHANGE IN DIVERSIFICATION STATUS
(FOR THE CALIFORNIA FUND)
As a diversified fund under the Act, the California Fund may not (with
respect to 75% of its assets) invest more than 5% of assets in any one issuer
(excluding the U.S. Government) or own more than 10% of the outstanding voting
securities of any one issuer. The purpose of this Proposal is to change the
California Fund's diversification status under the Act from diversified to
nondiversified. As a nondiversified fund under the Act, the Fund would be
subject to the diversification requirements of the Internal Revenue Code,
which impose the foregoing 5% and 10% limitations with respect to only 50% of
its assets.
The Fund will also vote on a parallel proposal to change the
diversification status of the California Portfolio. When so voting, the Fund
will vote its interest in the Portfolio for or against such proposal
proportionately to the instructions to vote for or against this Proposal (as
described in the Fund's prospectus). If a sufficient number of votes in favor
of the Proposal are received from investors in the California Portfolio, the
Portfolio's policy will be changed.
Because of the limited number of issuers within a particular state, state
municipal funds may need the ability to invest (with respect to a larger
percentage of assets) more than 5% of assets in a single issuer. Changing the
California Fund's and the California Portfolio's status would provide the
California Portfolio this flexibility. To the extent the California Portfolio
invests a greater percentage of assets in a single issuer, it would be more
susceptible to any adverse economic or political occurrence affecting that
issuer. In addition to allowing the California Portfolio to invest a greater
portion of assets in a single issuer, the proposed change in status would
facilitate Eaton Vance's compliance efforts in that (if this Proposal is
approved) all of the Eaton Vance state municipal funds will be nondiversified.
If this Proposal is approved, Restrictions (1) and (4) (set forth in Exhibit C
to this Proxy Statement), which relate to the diversification of assets, will
be eliminated.
VOTE REQUIRED TO APPROVE PROPOSAL 3
Approval of this Proposal requires the affirmative vote of a majority of
the outstanding voting securities of the California Fund as set forth under
"Vote Required to Approve Proposal 1" above.
The Trustees have considered various factors and believe the Proposal will
increase investment flexibility and is in the best interests of the California
Fund and its shareholders. If the Proposal is not approved, the Fund will
continue to be a diversified fund and a shareholder vote will be required in
order to change that status. THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE
IN FAVOR OF A CHANGE IN THE CALIFORNIA FUND'S DIVERSIFICATION STATUS FROM
DIVERSIFIED TO NONDIVERSIFIED.
NOTICE TO BANKS AND BROKER/DEALERS
Each Trust on behalf of its Funds has 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
Shareholder Services, 24 Federal Street, Boston, MA 02110, or call 1-800-225-
6265.
ADDITIONAL INFORMATION
The expense of preparing, printing and mailing this proxy material and the
cost of soliciting proxies on behalf of the Board of Trustees of each Trust
will be borne by its Funds as described below. Proxies will be solicited by
mail and may be solicited in person or by telephone or telegraph by officers
of a Trust, by personnel of the Investment Adviser, by the transfer agent, The
Shareholder Services Group, Inc., by broker-dealer firms or by a professional
solicitation organization. Each Trust has retained Tritech Services of
Piscataway, New Jersey ("Tritech") to assist in the solicitation of proxies,
for which each Fund will pay an estimated average fee of approximately $1,800,
plus out-of-pocket expenses. Such expenses will be borne pro rata by the Funds
based on number of shareholder accounts. The expenses connected with the
solicitation of these proxies and with any further proxies which may be
solicited by a Trust's officers, by the Investment Adviser's personnel, by
each Fund's transfer agent, The Shareholder Services Group, Inc., by broker-
dealer firms, or by Tritech, in person, by telephone or by telegraph will be
borne pro rata by each Fund based on the number of shareholder accounts. The
Funds 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 materials to and obtaining proxies from the
beneficial owners of such shares.
All proxy cards solicited by the Board of Trustees that are properly
executed 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, it will be voted for the matters specified on the
proxy card. Any proxies not voted, will not be counted toward establishing a
quorum. Shareholders should note that while votes to abstain and "broker non-
votes" will be counted toward establishing a quorum, passage of any Proposal
being considered at the meeting will occur only if a sufficient number of
votes are cast for the Proposal. Accordingly, votes to abstain, broker non-
votes and votes against will have the same effect in determining whether a
Proposal is approved.
In the event that sufficient votes by the shareholders of any Fund on 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 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 which 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. A shareholder vote may be
taken on one or more of the Proposals in this Proxy Statement prior to any
such adjournment if sufficient votes have been received and it is otherwise
appropriate. The costs of any additional solicitation and of any adjourned
session will be borne by the Funds as described above.
Each Fund will furnish, without charge, a copy of the Fund's most recent
Annual Report and its Semi-Annual Report succeeding the Annual Report (if any)
to any shareholder upon request. Shareholders desiring to obtain a copy of
such reports should direct all written requests to: Thomas Otis, the Secretary
of each Trust, 24 Federal Street, Boston, Massachusetts 02110, or should call
Eaton Vance Shareholder Services at 1-800-225-6265.
Submission of Shareholder Proposals. The Trusts and the Funds do not hold
annual shareholders' meetings. Shareholders wishing to submit proposals for
inclusion in a proxy statement for a subsequent shareholders' meeting should
send their written proposals to the Secretary of the relevant Trust, 24
Federal Street, Boston, Massachusetts 02110. Proposals must be received in
advance of a proxy solicitation to be included and the mere submission of a
proposal does not guarantee inclusion in the proxy statement because certain
federal securities law rules must be complied with.
EATON VANCE INVESTMENT TRUST
EATON VANCE MUNICIPALS TRUST
EATON VANCE MUNICIPALS TRUST II
October 27, 1995
<PAGE>
EXHIBIT A
% OF PORTFOLIO'S
NO. OF SHARES ASSETS INVESTED IN
OUTSTANDING ON AMT OBLIGATIONS ON
EV CLASSIC FUND OCTOBER 23, 1995 SEPTEMBER 30, 1995
- ------------ ----------------- ------------------
California Limited 670,598 1.5
Connecticut Limited 110,654 6.4
Florida Limited 897,402 0.0
Massachusetts Limited 543,136 9.6
Michigan Limited 395,723 6.1
National Limited 1,557,951 20.0
New York Limited 487,717 0.0
New Jersey Limited 252,346 7.9
Ohio Limited 431,021 13.6
Pennsylvania Limited 810,807 0.0
Alabama 947,190 9.1
Arkansas 54,680 17.5
Arizona 248,558 5.3
California 183,055 18.0
Colorado 194,267 9.4
Connecticut 490,128 12.8
Florida 557,707 19.4
Florida Insured 135,137 17.8
Georgia 245,251 14.2
Hawaii 33,171 19.1
Kansas 79,342 4.1
Kentucky 193,543 16.7
Louisiana 262,597 18.2
Maryland 103,905 15.1
Massachusetts 301,427 18.1
Michigan 452,625 4.8
Minnesota 402,134 14.1
Mississippi 247,687 13.5
Missouri 331,446 9.9
New Jersey 354,832 19.2
New York 556,152 4.4
North Carolina 658,378 8.2
Ohio 245,871 17.9
Oregon 96,666 15.7
Pennsylvania 319,208 19.5
Rhode Island 330,115 19.5
South Carolina 130,971 18.5
Tennessee 115,923 14.3
Texas 50,558 19.7
Virginia 162,483 16.7
West Virginia 110,395 17.0
<PAGE>
EXHIBIT B
As of September 30, 1995, the following shareholders of the specified Fund
owned of record the percentages of shares indicated after their names:
California Limited Fund -- PaineWebber for the Benefit of Joan D. McCauley
TTEE, The Joan Diehl McCauley, 1991 Trust U/A DTD 9/5/91, 2750 Vallejo
Street, San Francisco, CA 94123-4615 (7.13%);
Connecticut Limited Fund -- PaineWebber for the Benefit of Chester
Hardisty & Gertrude Hardisty JTWROS, 240 Saw Pit Hill Road, Woodbury, CT
06798-2615 (20.59%);
Florida Limited Fund -- Elmer M. Seaman TTEE, Elmer M. Seaman Trust DTD
June 25, 1985, FBO Elmer M. Seaman, 21428 Bridge View Dr., Boca Raton, FL
33428-1609 (6.00%);
Massachusetts Limited Fund -- Ronnie Z. Siegel, 65 Camp Street, Hyannis,
MA 02601-3030 (9.95%) and Robert F. Johnston, c/o Beacon Hill Financial,
19 Elm St., Cohasset, MA 02025-1855 (9.80%);
National Limited Fund -- PaineWebber for the Benefit of James Beckett III,
Municipal Bond A/C, 8901 Douglas Ave., Dallas, TX 75225-3008 (6.78%);
New York Limited Fund -- PaineWebber for the Benefit of Design Tex Fabrics
Inc., ATTN: Mark Gray, Personal & Confidential, 200 Varick Street - 8th
Floor, New York, NY 10014-4810 (10.80%), Samuel Kleiner & Leona Kleiner
JTWROS, 14 Valley Lane West, North Moodmere, NY 11581-3633 (6.73%) and
Arthur N. Wasson & Veronica Wasson TTEE, FBO Verna Dellibovi TR 7/21/93,
c/o A Wasson Tate Bishko Assoc., 1716 Central Ave., Albany, NY 12205
(6.69%);
New Jersey Limited Fund -- Michael J. Waldman & Sandra C. Waldman JTWROS,
11334 Easton Troon Vista Drive, Scottsdale, AZ 85255 (15.26%) and Henry
Grossman & Kalliopi Grossman JTWROS, 175 Hempstead Drive, Somerset, NJ
08873 (5.33%);
Ohio Limited Fund -- Herbert Hampson & Lois Hampson JTTEN ACCT, 11950
Castleton Avenue, Grafton, OH 44044 (22.16%);
Pennsylvania Limited Fund -- Stephen Berman, 88 Roberts Rd., Newtown
Square, PA 19073 (13.01%), BHC Securities Inc., FBO 22439700, ATTN: Mutual
Fund Dept., 100 North 20th Street, Philadelphia, PA 19103 (11.50%) and
Albert Berman, 18 Willits Way, Glen Mills, PA 19342 (7.73%);
Arizona Fund -- Southwest Securities, PO Box 509002, Dallas, TX 75250,
broker-dealer, (19.41%) which they held on behalf of their cutomers who
are the beneficial owners of such shares (such firm has informed the Funds
that none of their customers beneficially owned more than 5% of the
outstanding shares), and Sherely F. Randall TTEE, Sherely F. Randal LIV
TRUST, U/A DTD 08/09/94, 1290 W. Mariquita, Green Valley, AZ 85614
(8.82%);
Arkansas Fund -- PaineWebber for the Benefit of Johnnie Lile Sullinger
TTEE, The Johnnie Lile Sullinger Trust DTD 08/07/92, 14300 Chenal Parkway
#7114, Little Rock, AR 72211-5812 (18.93%), Delmer L. O'Bar & Willene E.
O'Bar & Jimmy L. O'Bar & Deborah L. Crane JT TEN, 4758 Cottontown Rd.,
Scranton, AR 72863 (18.14%), PaineWebber FBO Dorris Kinard Byrd TTEE,
Doris Kinard Byrd Rev Trust U/A DTD 1/20/94, 100 Plateau, No. Little Rock,
AR 72116-9315 (10.17%), Edward D. Jones and Co. F/A/O Robert E. Bonham &
Vivan J. Bonham TTEES, EDJ# 719-07414-1-8, P.O. Box 2500, Maryland
Heights, MO 63043-8500 (5.13%) and Paul A. Paladino, 2204 Jackson Lane,
Russellville, AR 72801 (5.05%);
California Fund -- Ernest F. Smith & Doris E. Smith TTEES, Ernest F. &
Doris E. Smith Rev. Trust, U/A DTD 4/14/94, 934 Paso Robles Street, Paso
Robles, CA 93446 (35.42%);
Colorado Fund -- Donaldson Lufkin Jenrette Securities Corporation Inc.,
P.O. Box 2052, Jersey City, NJ 07303-9998, broker-dealer, (12.24%) which
they held on behalf of their cutomers who are the beneficial owners of
such shares (such firm has informed the Funds that none of their customers
beneficially owned more than 5% of the outstanding shares);
Florida Fund -- NFSC FEBO # OCL-043729, Lake Placid Holding Company, 2000
Jefferson Avenue, Lake Placid, FL 33852 (7.09%);
Florida Insured Fund -- PaineWebber for the Benefit of George A. Zarekas &
Marjorie Zarekas JTWROS, 1012 N. Ocean Blvd., Apt. 1401, Pompano Beach, FL
33062-4017 (56.09%), PaineWebber for the Benefit of Elizabeth B. Leahy
TTEE, Elizabeth B. Leahy Rev Tr, 10555 SE Terrapin Pl., Apt. 203F,
Tequesta, FL 33469-1571 (22.68%) and PaineWebber for the Benefit of Mr.
Byron L. Walker and Mrs. Eunice V. Walker and Mrs. Susan J. Sherwood
JTWROS, 2325 NE 199 St., N. Miami FL 33180-1827 (7.31%);
Connecticut Fund -- Raymond James & Assoc. Inc. for Elite Acct# 50053152,
FAO Diane & Thom Santa Barbara & Anne E. Mackinnel TT 12/23/92, 41 Rose
Hill Rd., Branford, CT 06405-4076 (21.86%) and People's Securities, Inc.
FBO 22-41377-11, 815 Main Street, P.O. Box 31, Bridgeport, CT 06601
(9.09%);
Hawaii Fund -- PaineWebber for the Benefit of HUI 500, Post Office Box
1092, Wailuku, HI 96793-1092 (32.88%), Prudential Securities FBO Grace A.
Sugitani TTEE, FBO Grace A. Sugitani, Rev. Granto TR DTED 05/06/91, 3129
Makini St., Honolulu, HI 96815-4245 (8.02%), PaineWebber for the Benefit
of Randall D.J. Yee DDS and Elizabeth A.C. Yee JTTEN, 324 Liliuokalani
St., Pukalani, HI 96768-8633 (6.94%), PaineWebber for the Benefit of Donna
H. Ueki, 708 Kaimana Place, Kahului, HI 96732-1958 (6.78%), PaineWebber
for the Benefit of Jean F. Nakamoto TTEE UND THE UNREC Jean F. Nakamoto
REV LIV DTD 11/30/90, 799 Kea St., Kahului, HI 96732-1439 (5.82%) and
PaineWebber for the Benefit of Gayle Kazue Nakamoto and Riki Nakamoto
TTEES for the Trust DTD 06/11/92, 98-1668 Kiawe Street, Aiea, HI 96701-
1737 (5.82%);
Kansas Fund -- Glendora Brindle TTEE, Glendora Brindle LIV TRUST, U/A DTD
06/02/92, 325 N 17th, Fredonia, KS 67301 (8.61%), Thomas E. Niehaus & Kari
K, Niehaus JTROS, 10690 Cedar Niles Blvd., Olathe, KS 66061-7414 (6.51%),
M. Earline Foster, RR 1 Box 4, Independence, KS 67301 (5.59%) and Wanda M.
Sloan TTEE, Wanda M. Sloan Trust, U/A DTD 02/08/90, Route 1 Box 239,
Neodesha, KS 66757 (5.19%);
Kentucky Fund -- Amos G. Hall, 14000 St. John Road, Rineyville, KY 40162
(5.78%), Mary R. Stephenson, 420 W. Breckenridge St., Louisville, KY 40203
(5.59%), David L. Chandler and Sherry L. Chandler JT TEN, 2240 St. Martin
Road, Vine Grove, KY 40175 (5.55%) and Samuel R. Rechter & Bonnie Jo
Rechter JTWROS, 1906 Decatur Dr., Louisville, KY 40218-2409 (5.12%);
Louisiana Fund -- Rozelle Hahn Md, 736 W Lakeshore Dr., Benton, LA 71006-
4230 (7.34%), PaineWebber for the Benefit of Brigette Belair Charles
Belair TEN IN COMMON, 115 Sherwood Drive, Belle Chasse, LA 70037-2630
(5.71%) and PaineWebber for the Benefit of William E. Wynne, 600 Amethyst
Street, New Orleans, LA 70124-2643 (5.21%);
Maryland Fund -- Calvert R. Bregel, 4939 Long Green Road, Glen Arm, MD
21057 (19.57%), Cecile B. Taubman, 3524 Barton Oaks Rd., Baltimore, MD
21208-4301 (10.69%) and PaineWebber for the Benefit of William J. Shaw, 21
Bridle Court, Potomac, MD 20854-3887 (8.98%);
Massachusetts Fund -- NFSC FEBO # CL5-368962, Wilkins Management Inc.,
ATTN Anne Marie Wilkins, 260 Brookline St., Ste 200, Cambridge, MA 02139
(15.70%) and Maurice Lasden & Ann Lasden JTWROS, 140 Washington Street,
Canton, MA 02021 (10.18%);
Minnesota Fund -- PaineWebber for the Benefit of B F Nelson Inc., ATTN
Larry Ross, 752 30th Avenue SE, Minneapolis, MN 55414-2823 (25.27%),
PaineWebber for the Benefit of Larry Ross, 8730 Walton Pond Circle,
Bloomington, MN 55438-1356 (24.86%) and PaineWebber for the Benefit of
James Yackel, Gertrude Boyum & Jean Pedersen Co-Trustees, U/A DTD 12/31/
76, 7035 Knickerbocker Pkwy, Hammond, IN 46323-2028 (5.83%);
Mississippi Fund -- Shirley Pickich Delcambre, 6531 Bridge View Rd.,
Biloxi, MS 39532 (14.34%), George J. Higginbotham, 9207 Pine Crest Dr.,
Biloxi, MS 39532 (11.57%) and Dennis J. Damiens Sr., 357 Rutherglen Way,
Madison, MS 39110 (7.38%);
Missouri Fund -- Ted Drewes Inc., 1 Masonridge Ct., Towne Country, MO
63141 (10.19%) and Dolores T. Stegman TTEE U/A DTD 06/20/91, FBO Dolores
T. Stegman Rev Tr, 7221 Hullwood, Raytown, MO 641333 (6.25%);
New Jersey Fund -- PaineWebber for the Benefit of Philip Corvelli, 3
Horizon Rd., Apt. 411, Fort Lee, NJ 07024-6705 (6.03%);
New York Fund -- PaineWebber for the Benefit of Design Tex Fabrics Inc.,
ATTN Mark Gray, Personal & Confidential, 200 Varick Street - 8th Floor,
New York, NY 10014-4810 (9.36%) and Vector Magnetics Inc., 236 Cherry St.,
Ithaca, NY 14850 (5.98%);
North Carolina Fund -- Healthsource North Carolina Inc., 4000 Aerial
Center Pky, Morrisville, NC 27560-8508 (31.11%);
Oregon Fund -- John H. Dunlevy, 19962 Juniper, Bend, OR 97701 (5.39%);
Ohio Fund -- NFSC FEBO # OGD-521515, Ellis Brothers Inc., PO Box 870,
Roundhouse Lane, Mt Vernon, OH 43050 (8.42%) and PaineWebber for the
Benefit of Mary Alice Wilson, 105 Indian Drive, Lucasville, OH 45648-8692
(6.70%);
South Carolina Fund -- Anthony P. Cuozzo & Joseph A. Cuozzo JTWROS, PO Box
15923, Surfside Beach, SC 29587-5923 (39.29%), Barbara B. McDaniel, 8494
Doar Road, Awendaw, SC 29429 (9.13%) and PaineWebber for the Benefit of
Douglas P. Magann & Sarah R. Magann JTWROS, 203 Bolick Street, Georgetown,
SC 29440-2202 (8.19%);
Tennessee Fund -- Buford Deford & Jane Deford JT TEN, 6726 Holt Road,
Nashville, TN 37211 (6.97%) and Patrick B. Apfeld & Kristine H. Apfelf JT
TEN, 2409 Fox Run Drive, Signal Mtn., TN 37377-1462 (5.33%);
Texas Fund -- Margaretha R. Lafferty, 11100 Braesridge Dr., Apt. 1406,
Houston, TX 77071 (5.33%) and Dick D. Heller & Evelyn Jane Heller JT TEN,
3103 Granite Drive, Mission, TX 78572-9743 (5.03%);
Virginia Fund -- Kevin Miley Fogarty, 7799 Leesburg Pike Suite 900N, Falls
Church, VA 22043 (12.27%), PaineWebber for the Benefit of Olive M.
Wolters, Rt 1 Box 133, Hanover, VA 23069-3821 (6.74%), and PaineWebber for
the Benefit of Cynthia M. Gumbinner, TTEE, Cynthia M. Gumbinner, Trust U/A
DTD 12/10/92, 3444 Launcelot Way, Annandale, VA 22003-1354 (5.69%); and
West Virginia Fund -- William S. Gallagher & Joan P. Gallagher JTWROS, 109
Sherry Street, Weirton, WV 26062 (19.56%), Joseph M. Sanders Jr., General
Account, 1315 Whitethorn St., Bluefiled, WV 24701 (9.10%), Joe Beam and
Berry S. Beam, 3325 Dupont Avenue, Belle, WV 25015 (9.05%) and William D.
Strauch & Elaine B. Strauch JTWROS, 9 Hawthorne Court, Wheeling, WV 26003
(5.29%).
As of September 30, 1995, Merrill Lynch Pierce Fenner & Smith of
Jacksonville, FL, broker-dealer, held of record the following percentages of
the outstanding shares, which they held on behalf of their customers who are
the beneficial owners of such shares. Such firm has informed the Funds that
none of their customers beneficially owned more than 5% of the outstanding
shares.
MERRILL LYNCH
PERCENTAGE
NAME OF FUND OF SHARES
------------ ---------
California Limited Fund 60.42
Connecticut Limited Fund 38.47
Florida Limited Fund 46.58
Massachusetts Limited Fund 35.71
Michigan Limited Fund 63.53
National Limited Fund 48.18
New Jersey Limited Fund 22.23
New York Limited Fund 19.32
Ohio Limited Fund 29.04
Pennsylvania Limited Fund 24.05
Alabama Fund 85.80
Arizona Fund 32.37
Arkansas Fund 19.37
California Fund 43.43
Colorado Fund 8.70
Connecticut Fund 8.07
Florida Fund 46.41
Florida Insured Fund 9.28
Georgia Fund 61.54
Hawaii Fund 16.01
Kentucky Fund 54.42
Louisiana Fund 44.30
Massachusetts Fund 35.90
Michigan Fund 76.08
Mississippi Fund 32.78
Missouri Fund 16.70
New Jersey Fund 44.78
New York Fund 28.79
North Carolina Fund 10.14
Ohio Fund 37.59
Oregon Fund 31.4
Pennsylvania Fund 29.46
Rhode Island Fund 72.55
South Carolina Fund 11.10
Tennessee Fund 62.85
Texas Fund 88.26
Virginia Fund 40.10
West Virginia Fund 26.09
<PAGE>
EXHIBIT C
INVESTMENT RESTRICTIONS
[PROPOSED ADDITIONS IN ITALICS AND
PROPOSED DELETIONS IN BRACKETS]
As a matter of fundamental investment policy, the Fund may not:
(1)\1/ [Purchase any security (other than U.S. Government securities) if
such purchase, at the time thereof, would, with respect to 75% of the Fund's
total assets, cause more than 5% of such assets (taken at market value) to be
invested in the securities of a single issuer, provided, however, that the Fund
may invest all or part of its investable assets in an open-end management
investment company with substantially the same investment objective, policies
and restrictions as the Fund;]
(2) Purchase securities on margin (but the Fund may obtain such short-term
credits as may be necessary for the clearance of purchases and sales of
securities). The deposit or payment by the Fund of initial or maintenance margin
in connection with futures contracts or related options transactions is not
considered the purchase of a security on margin;
(3)* Make short sales of securities or maintain a short position, unless at
all times when a short position is open the Fund owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue as, and equal in
amount to, the securities sold short, and unless not more than 25% of the Fund's
net assets (taken at current value) is held as collateral for such sales at any
one time. (The Fund will make such sales only for the purpose of deferring
realization of gain or loss for federal income tax purposes);
(4) [Purchase securities of any issuer if such purchase, at the time
thereof, would cause more than 10% of the total outstanding voting securities of
such issuer, to be held by the Fund; provided, however, that the Fund may invest
all or part of its investable assets in an open-end management investment
company with substantially the same investment objective, policies and
restrictions as the Fund;]
(5)* Purchase or retain in its portfolio any securities issued by an issuer
any of whose officers, directors, trustees or security holders is an officer or
Trustee of the Trust, or is a member, officer, director or trustee of any
investment adviser of the Fund, if after the purchase of the securities of such
issuer by the Fund one or more of such persons owns beneficially more than 1/2
of 1% of the shares or securities or both (all taken at market value) of such
issuer and such persons owning more than 1/2 of 1% of such shares or securities
together own beneficially more than 5% of such shares or securities or both (all
taken at market value);
(6) Underwrite or participate in the marketing of securities of others,
except insofar as it may technically be deemed to be an underwriter in selling a
portfolio security under circumstances which may require the registration of the
same under the Securities Act of 1933 [, or participate on a joint or a joint
and several basis in any trading account in securities];
(7) Make loans [Lend any of its funds or other assets] to any person [,
directly or indirectly] except by [(i) through] (a) the acquisition of debt
instruments and making portfolio investments, (b) entering into repurchase
agreements and [(ii) through the loan of a] (c) lending portfolio securities
[security; (The purchase of a portion of an issue of debt obligations, whether
or not the purchase is made on the original issuance, is not considered the
making of a loan)];
(8)\2/ Borrow money [or pledge its assets in excess of 1/3 of the value of
its net assets (excluding the amount borrowed) and then only if such borrowing
is incurred as a temporary measure for extraordinary or emergency purposes or to
facilitate the orderly sale of portfolio securities to accommodate redemption
requests;] or issue senior securities except as permitted by the Investment
Company Act of 1940 [other than its shares of beneficial interest, except as
appropriate to evidence indebtedness, including reverse repurchase agreements,
which the Fund is permitted to incur. The Fund will not purchase securities
while outstanding borrowings, including reverse repurchase agreements, exceed 5%
of its total assets; provided, however, that the Fund may increase its interest
in an open-end management investment company with substantially the same
investment objective, policies and restrictions as the Fund while such
borrowings are outstanding. The deposit of cash, cash equivalents and liquid
debt securities in a segregated account with the Fund's custodian and/or with a
broker in connection with futures contracts or related options transactions and
the purchase of securities on a "when-issued" basis are not deemed to be a
pledge];
(9) [Invest for the purpose of exercising control or management of other
companies; provided, however, that the Fund may invest all or part of its
investable assets in an open-end management investment company with
substantially the same investment objective, policies and restrictions as the
Fund;]
(10)\3/ Purchase or sell real estate [, although it may purchase and sell
securities which are secured by real estate and securities of companies which
invest or deal in real estate] (including limited partnership interests in real
estate, but excluding readily marketable interests in real estate investment
trusts or readily marketable securities of companies which invest or deal in
real estate or securities which are secured by real estate);
(11)\4/ Purchase or sell physical commodities or [futures] contracts for the
purchase or sale of physical commodities [, provided that the Fund may enter
into all types of futures contracts on securities and on securities, economic
and other indices and may purchase and sell options on such futures contracts];
(12) [Buy investment securities from or sell them to any of its officers or
Trustees of the Trust, its investment adviser or its underwriter, as principal
(or, for some Funds, "its principal underwriter"); however, any such person or
concerns may be employed as a broker upon customary terms;]
(13)* Purchase oil, gas or other mineral leases or purchase partnership
interests in oil, gas or other mineral exploration or development programs; or
(14)\5/ [Purchase securities issued by any other open-end investment company
or investment trust; provided, however, that the Fund may invest all or part of
its investable assets in an open-end management investment company with
substantially the same investment objective, policies and restrictions as the
Fund.]
(15) Notwithstanding the investment policies and restrictions of the Fund,
the Fund may invest all or part of its investable assets in an open-end
management investment company with substantially the same investment objective,
policies and restrictions as the Fund.
- ----------
\1/Only the California Fund has this restriction so shareholders of other Funds
will not vote to eliminate this restriction. If Proposal 3 is approved, the
California Fund will eliminate this restriction.
\2/The first clause of the second sentence of this restriction is "The Fund will
not purchase securities while outstanding temporary bank borrowings exceed 5%
of its total assets;'" for the California, Florida and New York Funds.
\3/All Funds, except the California, Florida and New York Funds, have this
restriction in its proposed form so only shareholders of those three Funds
will vote to amend this restriction.
\4/The California, Florida and New York Funds have this restriction in its
proposed form so shareholders of those Funds will not vote to amend this
restriction.
\5/Only shareholders of the California Fund will vote to eliminate this
restriction. The other Funds do not have this restriction.
*This restriction would become nonfundamental if Proposal 2 is approved.
<PAGE>
EATON VANCE INVESTMENT TRUST
EATON VANCE MUNICIPALS TRUST
EATON VANCE MUNICIPALS TRUST II
24 FEDERAL STREET, BOSTON, MA 02110
October 27, 1995
Dear Shareholders:
On December 8, 1995 and December 15, 1995, Special Meetings of Shareholders
of the series (each a "Fund") of Eaton Vance Investment Trust, Eaton Vance
Municipals Trust and Eaton Vance Municipals Trust II (each a "Trust") will be
held to consider three proposals. Adoption of these proposals with respect to
each Fund requires the approval of that Fund's shareholders. As a shareholder,
you are entitled to cast one vote for each share that you own. THE TRUSTEES OF
EACH TRUST HAVE APPROVED THE PROPOSALS WITH RESPECT TO THE FUNDS OF THAT TRUST
AND BELIEVE THAT THE PROPOSALS ARE IN THE BEST INTERESTS OF EACH SUCH FUND AND
ITS SHAREHOLDERS.
VOTING TAKES ONLY A FEW MINUTES -- PLEASE RESPOND PROMPTLY.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. If the required
votes are not received by the meeting date, it will be necessary to send further
mailings to secure them. This is a costly process and is paid for by your Fund.
Therefore, you, as a shareholder, ultimately pay for the expense of a delayed
vote. Please sign and return your proxy promptly to avoid this unnecessary
expense.
PROPOSALS YOU ARE VOTING ON.
At the meeting, shareholders will be asked to amend their Fund's investment
policies to permit, among other things, each Fund to invest without limitation
in obligations the interest on which is subject to the federal alternative
minimum tax. Shareholders will also be asked to amend certain fundamental
investment restrictions which may permit the Funds to take advantage of
investment opportunities in the future and, for California Municipals Fund
shareholders only, to change the Fund's status from diversified to
nondiversified.
The matters to be presented at the meetings are described in detail in the
enclosed Proxy Statement. THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE IN
FAVOR OF EACH PROPOSAL.
For each Board of Trustees
/s/ Thomas J. Fetter
Thomas J. Fetter, President
IMPORTANT -- SHAREHOLDERS CAN HELP THE TRUSTEES AVOID THE NECESSITY AND
ADDITIONAL EXPENSE TO THEIR FUND OF FURTHER SOLICITATIONS TO INSURE 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.
<PAGE>
EATON VANCE INVESTMENT TRUST
EATON VANCE MUNICIPALS TRUST
EATON VANCE MUNICIPALS TRUST II
24 FEDERAL STREET, BOSTON, MA 02110
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD DECEMBER 8, 1995 AND DECEMBER 15, 1995
Special Meetings of Shareholders of the series listed below (each a "Fund")
of Eaton Vance Investment Trust ("Investment Trust"), Eaton Vance Municipals
Trust ("Municipals Trust") and Eaton Vance Municipals Trust II ("Municipals
Trust II") (each a "Trust") will be held at the principal office of each Trust,
24 Federal Street, Boston, Massachusetts, on the date specified below commencing
at 10:00 a.m. (Boston time).
THE INVESTMENT TRUST MEETING IS FOR THE FOLLOWING SERIES: EV Marathon
Arizona Limited Maturity Tax Free Fund, EV Marathon California Limited Maturity
Tax Free Fund, EV Marathon Connecticut Limited Maturity Tax Free Fund, EV
Marathon Florida Limited Maturity Tax Free Fund, EV Marathon Massachusetts
Limited Maturity Tax Free Fund, EV Marathon Michigan Limited Maturity Tax Free
Fund, EV Marathon National Limited Maturity Tax Free Fund, EV Marathon New
Jersey Limited Maturity Tax Free Fund, EV Marathon New York Limited Maturity Tax
Free Fund, EV Marathon North Carolina Limited Maturity Tax Free Fund, EV
Marathon Ohio Limited Maturity Tax Free Fund, EV Marathon Pennsylvania Limited
Maturity Tax Free Fund and EV Marathon Virginia Limited Maturity Tax Free Fund.
ALL SUCH FUNDS WILL MEET ON DECEMBER 15, 1995, EXCEPT THAT THE NATIONAL LIMITED
MATURITY FUND WILL MEET ON DECEMBER 8, 1995.
THE MUNICIPALS TRUST MEETING IS FOR THE FOLLOWING SERIES: EV Marathon
Alabama Tax Free Fund, EV Marathon Arizona Tax Free Fund, EV Marathon Arkansas
Tax Free Fund, EV Marathon California Municipals Fund, EV Marathon Colorado Tax
Free Fund, EV Marathon Connecticut Tax Free Fund, EV Marathon Florida Tax Free
Fund, EV Marathon Georgia Tax Free Fund, EV Marathon Kentucky Tax Free Fund, EV
Marathon Louisiana Tax Free Fund, EV Marathon Maryland Tax Free Fund, EV
Marathon Massachusetts Tax Free Fund, EV Marathon Michigan Tax Free Fund, EV
Marathon Minnesota Tax Free Fund, EV Marathon Mississippi Tax Free Fund, EV
Marathon Missouri Tax Free Fund, EV Marathon New Jersey Tax Free Fund, EV
Marathon New York Tax Free Fund, EV Marathon North Carolina Tax Free Fund, EV
Marathon Ohio Tax Free Fund, EV Marathon Oregon Tax Free Fund, EV Marathon
Pennsylvania Tax Free Fund, EV Marathon Rhode Island Tax Free Fund, EV Marathon
South Carolina Tax Free Fund, EV Marathon Tennessee Tax Free Fund, EV Marathon
Texas Tax Free Fund, EV Marathon Virginia Tax Free Fund and EV Marathon West
Virginia Tax Free Fund. ALL SUCH FUNDS WILL MEET ON DECEMBER 15, 1995, EXCEPT
THAT THE CALIFORNIA MUNICIPALS AND THE ARIZONA, COLORADO, CONNECTICUT, FLORIDA,
MASSACHUSETTS, MICHIGAN, MINNESOTA, NEW JERSEY, OHIO, PENNSYLVANIA AND TEXAS TAX
FREE FUNDS WILL MEET ON DECEMBER 8, 1995.
THE MUNICIPALS TRUST II MEETING IS FOR THE FOLLOWING SERIES: EV Marathon
Hawaii Tax Free Fund, EV Marathon Kansas Tax Free Fund and EV Marathon Florida
Insured Tax Free Fund. THE HAWAII AND KANSAS TAX FREE FUNDS WILL MEET ON
DECEMBER 15, 1995 AND THE FLORIDA INSURED TAX FREE FUND WILL MEET ON DECEMBER 8,
1995.
THE MEETINGS ARE BEING HELD FOR THE FOLLOWING PURPOSES:
1. FOR EACH FUND: To consider and act upon a proposal to amend the Fund's
investment policy to provide that the Fund may invest without limit in
municipal obligations the interest on which is exempt from regular
federal income tax (but which may be a tax preference item for purposes
of alternative minimum tax) and (except in the case of the National
Limited Maturity Fund and the Texas Tax Free Fund) from the State taxes
that, in accordance with the Fund's investment objective, the Fund seeks
to avoid. (In addition to allowing the Funds to invest without limit in
obligations the interest on which is subject to alternative minimum tax,
this amendment will permit the California Municipals and the Minnesota
and Tennessee Tax Free Funds (like all other Funds) to invest in certain
obligations of Puerto Rico, Guam and the U.S. Virgin Islands.)
2. FOR EACH MUNICIPALS TRUST FUND AND THE CONNECTICUT, MICHIGAN AND OHIO
LIMITED MATURITY FUNDS: To consider and act upon a proposal to eliminate,
reclassify or amend certain of the Fund's fundamental investment
restrictions (as set forth in Exhibit C to the accompanying Proxy
Statement).
3. FOR THE CALIFORNIA MUNICIPALS FUND: To consider and act upon a proposal
to change the Fund's diversification status from diversified to non-
diversified.
4. To consider and act upon any matters incidental to the foregoing purposes
or any of them, and any other matters which may properly come before said
meetings or any adjourned session thereof.
These proposals are discussed in greater detail in the accompanying Proxy
Statement.
This meeting is called pursuant to the By-Laws of each Trust. The Trustees
of each Trust fixed the close of business on October 23, 1995 as the record date
for the determination of the shareholders of each Fund of that Trust entitled to
notice of and to vote at the meeting and any adjournument thereof.
By Order of each Board of Trustees
/s/ THOMAS OTIS
THOMAS OTIS, Secretary
October 27, 1995
<PAGE>
EATON VANCE INVESTMENT TRUST
EATON VANCE MUNICIPALS TRUST
EATON VANCE MUNICIPALS TRUST II
24 FEDERAL STREET, BOSTON, MA 02110
October 27, 1995
PROXY STATEMENT
FOR THE SPECIAL MEETINGS OF SHAREHOLDERS
A proxy is enclosed with the foregoing Notice of the Special Meetings of the
Shareholders of the series listed below of Eaton Vance Investment Trust
("Investment Trust"), Eaton Vance Municipals Trust ("Municipals Trust") and
Eaton Vance Municipals Trust II ("Municipals Trust II") (each a "Trust") to be
held on either Friday, December 8, 1995 or Friday, December 15, 1995 (as
specified below), for the benefit of shareholders who do not expect to be
present at the meetings. This proxy is solicited on behalf of the Board of
Trustees of each Trust, and is revocable by the person giving it at any time
prior to exercise by a signed writing filed with the Funds' transfer agent, The
Shareholder Services Group, Inc., BOS725, P.O. Box 1559, Boston, Massachusetts
02104, or by executing and delivering a later dated proxy, or by attending the
meeting and voting his or her shares in person. Each shareholder may specify the
manner in which he or she desires the proxy to be voted upon the matters
referred to in the proxy; in the absence of such specification, the proxy will
authorize the persons named as attorneys, or any of them, to vote in favor of
each such matter. This proxy material is first being mailed to shareholders on
or about October 31, 1995.
THE INVESTMENT TRUST MEETING IS FOR THE FOLLOWING SERIES: EV Marathon
Arizona Limited Maturity Tax Free Fund, EV Marathon California Limited Maturity
Tax Free Fund, EV Marathon Connecticut Limited Maturity Tax Free Fund, EV
Marathon Florida Limited Maturity Tax Free Fund, EV Marathon Massachusetts
Limited Maturity Tax Free Fund, EV Marathon Michigan Limited Maturity Tax Free
Fund, EV Marathon National Limited Maturity Tax Free Fund, EV Marathon New
Jersey Limited Maturity Tax Free Fund, EV Marathon New York Limited Maturity Tax
Free Fund, EV Marathon North Carolina Limited Maturity Tax Free Fund, EV
Marathon Ohio Limited Maturity Tax Free Fund, EV Marathon Pennsylvania Limited
Maturity Tax Free Fund and EV Marathon Virginia Limited Maturity Tax Free Fund.
ALL SUCH FUNDS WILL MEET ON DECEMBER 15, 1995, EXCEPT THAT THE NATIONAL LIMITED
MATURITY FUND WILL MEET ON DECEMBER 8, 1995.
THE MUNICIPALS TRUST MEETING IS FOR THE FOLLOWING SERIES: EV Marathon
Alabama Tax Free Fund, EV Marathon Arizona Tax Free Fund, EV Marathon Arkansas
Tax Free Fund, EV Marathon California Municipals Fund, EV Marathon Colorado Tax
Free Fund, EV Marathon Connecticut Tax Free Fund, EV Marathon Florida Tax Free
Fund, EV Marathon Georgia Tax Free Fund, EV Marathon Kentucky Tax Free Fund, EV
Marathon Louisiana Tax Free Fund, EV Marathon Maryland Tax Free Fund, EV
Marathon Massachusetts Tax Free Fund, EV Marathon Michigan Tax Free Fund, EV
Marathon Minnesota Tax Free Fund, EV Marathon Mississippi Tax Free Fund, EV
Marathon Missouri Tax Free Fund, EV Marathon New Jersey Tax Free Fund, EV
Marathon New York Tax Free Fund, EV Marathon North Carolina Tax Free Fund, EV
Marathon Ohio Tax Free Fund, EV Marathon Oregon Tax Free Fund, EV Marathon
Pennsylvania Tax Free Fund, EV Marathon Rhode Island Tax Free Fund, EV Marathon
South Carolina Tax Free Fund, EV Marathon Tennessee Tax Free Fund, EV Marathon
Texas Tax Free Fund, EV Marathon Virginia Tax Free Fund and EV Marathon West
Virginia Tax Free Fund. ALL SUCH FUNDS WILL MEET ON DECEMBER 15, 1995, EXCEPT
THAT THE CALIFORNIA MUNICIPALS AND THE ARIZONA, COLORADO, CONNECTICUT, FLORIDA,
MASSACHUSETTS, MICHIGAN, MINNESOTA, NEW JERSEY, OHIO, PENNSYLVANIA AND TEXAS TAX
FREE FUNDS WILL MEET ON DECEMBER 8, 1995.
THE MUNICIPALS TRUST II MEETING IS FOR THE FOLLOWING SERIES: EV Marathon
Hawaii Tax Free Fund, EV Marathon Kansas Tax Free Fund and EV Marathon Florida
Insured Tax Free Fund. THE HAWAII AND KANSAS TAX FREE FUNDS WILL MEET ON
DECEMBER 15, 1995 AND THE FLORIDA INSURED TAX FREE FUND WILL MEET ON DECEMBER 8,
1995.
The series of Municipals Trust and Municipals Trust II are referred to
individually herein as the "[State name] Fund" (except that EV Marathon Florida
Insured Tax Free Fund is referred to as the "Florida Insured Fund"). The series
of Investment Trust are referred to individually herein as the "[State name]
Limited Fund". The series of the Trusts are referred to collectively herein as
the "Funds".
The Trustees have fixed the close of business on October 23, 1995 as the
record date for the determination of the shareholders entitled to notice of and
to vote at the meeting and any adjournment(s) thereof. Shareholders at the close
of business on the record date will be entitled to one vote for each full share
held and to a proportionate share of one vote for each fractional share held.
The number of shares of beneficial interest (excluding fractions thereof) of
each Fund outstanding as of October 23, 1995 is set forth in Exhibit A.
The persons who held of record more than 5% of the outstanding shares of a
Fund as of September 30, 1995 are set forth in Exhibit B. To the knowledge of
each Trust, no other person owns (of record or beneficially) more than 5% of the
outstanding shares of a Fund.
Shareholders of the Funds are being asked to vote on the Proposals as
follows:
SHAREHOLDERS ENTITLED TO
PROPOSAL PURPOSE VOTE ON PROPOSAL
- -------- ------- ------------------------
1 To amend the Fund's policy To be voted on by each Fund
concerning the municipal
obligations in which it
invests
2 To eliminate, reclassify or To be voted on by each Municipals
amend certain fundamental Trust Fund, and the Connecticut
investment restrictions Limited Fund, the Michigan Limited
Fund and the Ohio Limited Fund
3 To change the Fund's To be voted on by the California
diversification status from Fund
diversified to
nondiversified
The shareholders of each Fund voting on a Proposal will vote separately as a
class on that Proposal.
The Trustees know of no matter other than those mentioned in Proposals 1
through 3 of the Notice which will be presented at the meetings. If any other
matter is properly presented at a meeting, it is the intention of the persons
named as attorneys in the enclosed proxy to vote the proxies in accordance with
their judgment in regard to such matter.
PROPOSAL 1. TO APPROVE THE AMENDMENT OF EACH
FUND'S POLICY CONCERNING THE MUNICIPAL
OBLIGATIONS IN WHICH IT INVESTS
Each Fund (except the National Limited Fund) seeks to achieve its investment
objective by investing either directly or indirectly through another open-end
management investment company primarily (i.e., at least 80% of net assets during
periods of normal market conditions) in debt obligations issued by or on behalf
of its corresponding State and its political subdivisions, and (except in the
case of the California Fund, the Minnesota Fund and the Tennessee Fund) the
governments of Puerto Rico, the U.S. Virgin Islands and Guam (the
"Territories"), the interest on which is exempt from regular federal income tax,
is not a tax preference item under the federal alternative minimum tax (the
"AMT") (except in the case of the California Fund), and (except for the Texas
Fund) is exempt from the State taxes that, in accordance with the Fund's
investment objective, the Fund seeks to avoid. The National Limited Fund has
substantially the same policy except that it invests without regard for any
applicable State taxes. In addition to the foregoing, the Minnesota Fund must
also limit its investment in obligations the interest on which is exempt from
Minnesota alternative minimum tax. Although the California Fund may invest
without limit in obligations subject to the AMT, California Tax Free Portfolio
(the "California Portfolio") (in which the California Fund invests its assets)
limits its investment in obligations subject to the AMT in accordance with the
foregoing 80% policy. The foregoing 80% policy is a fundamental policy of each
Fund and may not be changed unless authorized by a vote of each Fund's
shareholders.
This Proposal seeks to amend the policies described above to permit each
Fund to invest either directly or indirectly through another open-end management
investment company primarily (i.e., at least 80% of net assets during normal
market conditions) in municipal obligations the interest on which is exempt from
regular federal income tax and (except in the case of the National Limited Fund
and the Texas Fund) from the State taxes that, in accordance with the Fund's
investment objective, the Fund seeks to avoid. Pursuant to the investment
objective of each Municipals Trust Fund and each Municipals Trust II Fund, the
Fund seeks to provide current income exempt from regular federal income tax and
certain State taxes which are specified in each Fund's prospectus. Pursuant to
the investment objective of each Investment Trust Fund, the Fund seeks to
provide (1) a high level of current income exempt from regular federal income
tax and (except for the National Limited Fund) certain State taxes which are
specified in each Fund's prospectus, and (2) limited principal fluctuation.
Each Fund invests its assets in a corresponding investment company (a
"Portfolio") with (except the California Fund) the same investment policy as
that described above for the Fund. When voting on a parallel proposal to amend
the Portfolio's investment policy (or, in the case of the California Portfolio,
a proposal to amend the California Portfolio's policy as described below), 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 (as
described in each Fund's prospectus). If a sufficient number of votes in favor
of the Proposal are received from investors in a Portfolio, that Portfolio's
policy will be changed.
If this Proposal is approved with respect to each Fund and its corresponding
Portfolio, each Portfolio will be permitted to invest without limit in
obligations the interest on which is a tax preference item under the AMT ("AMT
obligations") (and, in the case of the Minnesota Portfolio, Minnesota
alternative minimum tax).\1/ This policy change should result in greater
investment opportunities because the Portfolios will no longer be required to
restrict investment in AMT obligations to 20% of net assets. Boston Management &
Research, the investment adviser to the Portfolios, (the "Investment Adviser")
believes that, under current market conditions, AMT obligations may provide
higher yields than non-AMT obligations. Should these market conditions continue,
a Portfolio would have the ability to invest without limit in such
higher-yielding obligations, provided that they otherwise meet the credit
quality and other criteria of the Portfolio (as described in its corresponding
Fund's prospectus). As a result, investment returns may be enhanced over time.
- -------------
\1/The Minnesota Fund would continue, however, to invest 95% of its assets in
specified Minnesota sources, as described in its Prospectus.
The AMT is generally applicable to wealthy individuals and corporations that
earn high income and are able to reduce their regular income tax liability
through tax deductions. Therefore, the proposed policy change is unlikely to
affect the tax-exempt status of the income earned by a Fund for most
shareholders. For the percentage of each Portfolio's net assets invested in AMT
obligations on September 30, 1995, see Exhibit A.
If this Proposal is approved, the investment policy will be clarified to
state that a Fund may invest in municipal obligations of any issuer, provided
that the interest on such obligations is exempt from regular federal income tax
and the State taxes specified in the Fund's investment objective (if any). As
clarified, the policy would permit the California Portfolio, Minnesota Portfolio
and Tennessee Portfolio to invest in obligations issued by the Territories,
provided that the interest on such obligations is exempt from regular federal
income tax and relevant State taxes. (The Minnesota Portfolio, however, has no
current intention of investing in such obligations.) Each Portfolio (except the
National Limited Fund), however, will continue to invest at least 65% of its
total assets in municipal obligations issued by or on behalf of its
corresponding State or its political subdivisions. The amended policy would also
permit the Minnesota Portfolio to invest without limit in obligations the
interest on which is subject to the Minnesota alternative minimum tax. Such tax
is based in part on federal alternative minimum taxable income.
In connection with this policy change, the Trustees will change with respect
to each Fund (except the California Fund) and each Portfolio the phrase "Tax
Free" in its name to "Municipals" (e.g., from "EV Marathon [State name] Tax Free
Fund" to "EV Marathon [State name] Municipals Fund").
VOTE REQUIRED TO APPROVE PROPOSAL 1 Approval of the
Proposal with respect to a Fund requires the affirmative
vote of a majority of the outstanding voting securities of that 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 Trustees have considered various factors and believe that this Proposal
will increase investment opportunities and is in the best interests of each Fund
and its shareholders. If the Proposal is not approved with respect to a Fund,
that Fund's current fundamental investment policy will remain in effect and a
shareholder vote will be required before the Fund can engage in activities
prohibited by the current policy. THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE
IN FAVOR OF THE AMENDMENT OF THEIR FUND'S INVESTMENT POLICY AS DESCRIBED ABOVE.
PROPOSAL 2. TO APPROVE THE ELIMINATION,
RECLASSIFICATION OR AMENDMENT OF
CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS
(FOR EACH MUNICIPALS TRUST FUND AND THE
CONNECTICUT, MICHIGAN AND OHIO LIMITED FUNDS)
The Investment Company Act of 1940, as amended, (the "Act") requires a
registered investment company series like each Fund to have certain specific
investment restrictions which can be changed only by a shareholder vote.
Investment company series may also elect to designate other restrictions which
may be changed only by a shareholder vote. Both types of restrictions are often
referred to as "fundamental" restrictions. Some fundamental restrictions adopted
by the Funds reflect certain regulatory, business or industry conditions which
are no longer in effect. Accordingly, the Trustees authorized a review of the
Funds' fundamental restrictions to simplify and modernize those restrictions
which are required to be fundamental and to eliminate as fundamental any
restrictions which are not now required to be fundamental under state securities
("Blue Sky") laws or the positions of the staff of the Securities and Exchange
Commission (the "Commission") in interpreting the Act. If not required to be
fundamental, depending on the circumstances, the restriction would be
reclassified as a nonfundamental restriction in the same or a modified form, or
eliminated. Nonfundamental restrictions can be changed by the Trustees without
shareholder approval. Similar revisions to fundamental restrictions have been
approved by shareholders of several other funds advised by Boston Management and
Research or its affiliates ("Eaton Vance"), so the uniformity of such
restrictions will serve to facilitate Eaton Vance's compliance efforts.
This Proposal seeks shareholder approval of changes which are intended to
accomplish the foregoing goals. The proposed changes to the fundamental
restrictions are discussed in detail below. Please refer to the changes to the
restrictions as set forth in Exhibit C. By reducing to a minimum those
restrictions which can be changed only by shareholder vote, each Fund would be
able to avoid the costs and delay associated with a future shareholder meeting
and the Trustees believe that the Investment Adviser's ability to manage the
Fund's Portfolio in a changing regulatory or investment environment will be
enhanced. Accordingly, investment management opportunities will be increased.
The numerical references to the Funds' investment restrictions correspond to the
paragraphs in Exhibit C. If this Proposal is approved, the restrictions will be
reordered.
If approved, the proposed changes will not affect current management of a
Fund's Portfolio. Moreover, the changes would be made regardless of whether the
other proposals in this proxy statement are approved. When voting on a parallel
proposal to amend the fundamental investment restrictions of its corresponding
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 (as described in each Fund's prospectus). If a sufficient number of
votes in favor of amending some or all of a Portfolio's restrictions are
received from the investors in that Portfolio, such restrictions will be
amended.
ELIMINATION OF CERTAIN RESTRICTIONS
The Trustees propose to eliminate Restriction (4) (for all Funds except the
California Fund), Restriction (9), Restriction (12), the latter part of
Restriction (6) and (with respect to the California Fund only) Restriction (14),
because such restrictions are not required to be fundamental policies under the
Act or state "Blue Sky" laws.
Restriction (4) concerns the diversification of assets by issuer. This
restriction does not apply to nondiversified funds. Because the Funds (except
the California Fund) are nondiversified, this restriction may be eliminated.
Shareholders of the California Fund will consider the elimination of Restriction
(4) and Restriction (1) (which also relates to diversification) in Proposal 3.
Restriction (9) concerning investing for control prohibits a Fund from
investing for control or management of other companies. Investing for such
purposes would be difficult because of the Act's diversification requirements
and are regulated by the Act's provisions on affiliated transactions.
Restriction (12) concerning transactions with affiliates prohibits a Fund
from buying securities from or selling securities to Trust officers, Trustees or
other affiliates. Such transactions are circumscribed by the Act's provisions on
affiliated transactions and the Investment Adviser maintains a code of ethics to
monitor transactions with the Funds.
The latter part of Restriction (6) concerning joint transactions is a matter
regulated by a provision of the Act which is subject to certain exceptions
pursuant to rules or positions of the staff of the Commission. Eliminating the
prohibition may allow a Fund to engage in certain beneficial transactions, such
as purchasing securities with affiliated investment companies at a lower cost,
if the Commission grants an exemptive order permitting such transactions. (The
Funds have no current intention of applying for such an order.)
Restriction (14) (which is a restriction of the California Fund only)
prohibits the California Fund from purchasing securities of another open-end
investment company or investment trust (other than the California Portfolio).
Investment in investment companies is regulated by the Act and the California
Fund has no policy of investing in any such companies other than the California
Portfolio (which is permitted by the Act).
RECLASSIFICATION OF CERTAIN RESTRICTIONS
The Trustees also propose that Restrictions (3), (5) and (13) be eliminated
as fundamental, but be retained as nonfundamental policies of each Fund (which
could be thereafter amended or eliminated by Trustee vote). These restrictions
are required under various state "Blue Sky" laws and/or federal laws, but are
not required to be a fundamental policy of a Fund.
Restriction (3) concerning short sales prohibits a Fund from engaging in
such transactions unless they are "against the box" and no more than 25% of net
assets is held as collateral. In a short sale, a Fund would sell a borrowed
security with a corresponding obligation to return the same security. If
reclassified as nonfundamental, the restriction could be revised in the future
to permit other types of short sales if permitted by law.
Restriction (5) concerning investment in affiliated issuers prohibits a Fund
from purchasing a security where individuals affiliated with the Fund own
beneficially more than 5% of that security. If reclassified as nonfundamental,
this restriction could be revised in the future to permit such affiliated
investment if relevant laws change.
Restriction (13) concerning investment in exploration companies prohibits
the purchase of oil, gas or mineral interests. Such investments are inconsistent
with each Fund's current investment policies, but, if the restriction is
reclassified as nonfundamental, the restriction could be eliminated if state
Blue Sky laws change.
If shareholders approve the proposed reclassification of certain investment
restrictions as nonfundamental, a future change in any of these restrictions
could be effected by the Trustees without shareholder approval if the Trustees
determined that such a change was appropriate and desirable. The Trustees have
no present intention of amending or eliminating the foregoing restrictions if
they are reclassified. The Trustees believe, however, that this reclassification
of restrictions will enable each Fund to respond more rapidly to future changes
in the Fund's competitive and regulatory environment.
AMENDMENT TO CERTAIN RESTRICTIONS
The Trustees propose to amend several fundamental policies.
The first part of Restriction (6) concerning underwriting, Restriction (10)
concerning investing in real estate and Restriction (11) concerning futures
transactions have been revised for clarity to be consistent with other funds
advised by the Investment Adviser. (Only California Fund, Florida Fund and New
York Fund shareholders will vote to amend Restriction (10) because the other
Funds already have that restriction in the proposed form; shareholders of those
three Funds will not vote to amend Restriction (11) because their restriction
already exists in the proposed form.) Restriction (7) concerning lending is
proposed to be simplified and revised consistent with current regulatory
restraints.
Restriction (8) concerning borrowing, pledging and senior securities has
been revised by deleting the restriction on pledging and by permitting borrowing
and the issuance of senior securities consistent with the Act. Pledging
restrictions are no longer required by State law. The positions of staff of the
Commission on borrowings and senior securities have evolved in recent years with
the development of new investment strategies, such as reverse repurchase
agreements and futures transactions. Each Fund would like the ability to
consider use of new investment techniques consistent with the Act and
appropriate disclosure as interpretations of the Act are further developed. Each
Fund may currently borrow up to 5% of the value of its total assets for certain
temporary purposes. There is no intention to change this policy. If the Trustees
should decide in the future to change this policy with respect to a Fund,
disclosure would be provided in the Fund's prospectus.
The Trustees also propose to create a new Restriction (15) that would
clarify each Fund's policy of investing in another open-end management
investment company (its corresponding Portfolio). If approved, a redundant
provision in Restrictions (4), (8), (9) and (14) will be eliminated (if those
restrictions are not otherwise eliminated).
VOTE REQUIRED TO APPROVE PROPOSAL 2
Approval of the Proposal requires the affirmative vote of a majority of the
outstanding voting securities of a Fund as set forth under "Vote Required to
Approve Proposal 1" above. The amendment, elimination or reclassification of
each restriction requires a separate vote.
The Trustees have considered various factors and believe that this Proposal
will increase investment management flexibility and is in the best interests of
each Fund and its shareholders. If part or all of the Proposal is not approved
with respect to a Fund, some or all of that Fund's current fundamental
restrictions will remain in effect and a shareholder vote will be required
before the Fund can engage in activities prohibited by a current fundamental
restriction. THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE IN FAVOR OF THE
ELIMINATION, RECLASSIFICATION OR AMENDMENT OF CERTAIN OF THEIR FUND'S INVESTMENT
RESTRICTIONS.
PROPOSAL 3. CHANGE IN DIVERSIFICATION STATUS
(FOR THE CALIFORNIA FUND)
As a diversified fund under the Act, the California Fund may not (with
respect to 75% of its assets) invest more than 5% of assets in any one issuer
(excluding the U.S. Government) or own more than 10% of the outstanding voting
securities of any one issuer. The purpose of this Proposal is to change the
California Fund's diversification status under the Act from diversified to
nondiversified. As a nondiversified fund under the Act, the Fund would be
subject to the diversification requirements of the Internal Revenue Code, which
impose the foregoing 5% and 10% limitations with respect to only 50% of its
assets.
The Fund will also vote on a parallel proposal to change the diversification
status of the California Portfolio. When so voting, the Fund will vote its
interest in the Portfolio for or against such proposal proportionately to the
instructions to vote for or against this Proposal (as described in the Fund's
prospectus). If a sufficient number of votes in favor of the Proposal are
received from investors in the California Portfolio, the Portfolio's policy will
be changed.
Because of the limited number of issuers within a particular state, state
municipal funds may need the ability to invest (with respect to a larger
percentage of assets) more than 5% of assets in a single issuer. Changing the
California Fund's and the California Portfolio's status would provide the
California Portfolio this flexibility. To the extent the California Portfolio
invests a greater percentage of assets in a single issuer, it would be more
susceptible to any adverse economic or political occurrence affecting that
issuer. In addition, the proposed change in status would facilitate Eaton
Vance's compliance efforts in that (if this Proposal is approved) all of the
Eaton Vance state municipal funds will be nondiversified. If this Proposal is
approved, Restrictions (1) and (4) (set forth in Exhibit C to this Proxy
Statement), which relate to the diversification of assets, will be eliminated.
VOTE REQUIRED TO APPROVE PROPOSAL 3
Approval of this Proposal requires the affirmative vote of a majority of the
outstanding voting securities of the California Fund as set forth under "Vote
Required to Approve Proposal 1" above.
The Trustees have considered various factors and believe the Proposal will
increase investment flexibility and is in the best interests of the California
Fund and its shareholders. If the Proposal is not approved, the Fund will
continue to be a diversified fund and a shareholder vote will be required in
order to change that status. THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE
IN FAVOR OF A CHANGE IN THE CALIFORNIA FUND'S DIVERSIFICATION STATUS FROM
DIVERSIFIED TO NONDIVERSIFIED.
NOTICE TO BANKS AND BROKER/DEALERS
Each Trust on behalf of its Funds has 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 Shareholder
Services, 24 Federal Street, Boston, MA 02110, or call 1-800-225- 6265.
ADDITIONAL INFORMATION
The expense of preparing, printing and mailing this proxy material and the
cost of soliciting proxies on behalf of the Board of Trustees of each Trust will
be borne by its Funds as described below. Proxies will be solicited by mail and
may be solicited in person or by telephone or telegraph by officers of a Trust,
by personnel of the Investment Adviser, by the transfer agent, The Shareholder
Services Group, Inc., by broker-dealer firms or by a professional solicitation
organization. Each Trust has retained Tritech Services of Piscataway, New Jersey
("Tritech") to assist in the solicitation of proxies, for which each Fund will
pay an estimated average fee of approximately $1,800 plus out-of-pocket
expenses. Such expenses will be borne pro rata by the Funds based on the number
of shareholder accounts. The expenses connected with the solicitation of these
proxies and with any further proxies which may be solicited by a Trust's
officers, by the Investment Adviser's personnel, by each Fund's transfer agent,
The Shareholder Services Group, Inc., by broker-dealer firms, or by Tritech, in
person, by telephone or by telegraph will be borne pro rata by each Fund based
on the number of shareholder accounts. The Funds 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
materials to and obtaining proxies from the beneficial owners of such shares.
All proxy cards solicited by the Board of Trustees that are properly
executed 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, it will be voted for the matters specified on the proxy
card. Any proxies not voted, will not be counted toward establishing a quorum.
Shareholders should note that while votes to abstain and "broker non- votes"
will be counted toward establishing a quorum, passage of any Proposal being
considered at the meeting will occur only if a sufficient number of votes are
cast for the Proposal. Accordingly, votes to abstain, broker non- votes and
votes against will have the same effect in determining whether a Proposal is
approved.
In the event that sufficient votes by the shareholders of any Fund on 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 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 which 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. A shareholder vote may be taken on one or more of the
Proposals in this Proxy Statement prior to any such adjournment if sufficient
votes have been received and it is otherwise appropriate. The costs of any
additional solicitation and of any adjourned session will be borne by the Funds
as described above.
Each Fund will furnish, without charge, a copy of the Fund's most recent
Annual Report and its Semi-Annual Report succeeding the Annual Report (if any)
to any shareholder upon request. Shareholders desiring to obtain a copy of such
reports should direct all written requests to: Thomas Otis, the Secretary of
each Trust, 24 Federal Street, Boston, Massachusetts 02110, or should call Eaton
Vance Shareholder Services at 1-800-225-6265.
Submission of Shareholder Proposals. The Trusts and the Funds do not hold
annual shareholders' meetings. Shareholders wishing to submit proposals for
inclusion in a proxy statement for a subsequent shareholders' meeting should
send their written proposals to the Secretary of the relevant Trust, 24 Federal
Street, Boston, Massachusetts 02110. Proposals must be received in advance of a
proxy solicitation to be included and the mere submission of a proposal does not
guarantee inclusion in the proxy statement because certain federal securities
law rules must be complied with.
EATON VANCE INVESTMENT TRUST
EATON VANCE MUNICIPALS TRUST
EATON VANCE MUNICIPALS TRUST II
October 27, 1995
<PAGE>
EXHIBIT A
% OF PORTFOLIO'S
NO. OF SHARES ASSETS INVESTED IN
OUTSTANDING ON AMT OBLIGATIONS ON
EV MARATHON FUND OCTOBER 23, 1995 SEPTEMBER 30, 1995
- ---------------- ---------------- ------------------
Arizona Limited 50,358 0.0
California Limited 6,078,957 1.5
Connecticut Limited 1,486,480 6.4
Florida Limited 12,773,568 0.0
Massachusetts Limited 10,223,648 9.6
Michigan Limited 2,278,003 6.1
National Limited 12,176,103 20.0
New York Limited 14,652,103 0.0
New Jersey Limited 8,416,344 7.9
North Carolina Limited 18,675 9.0
Ohio Limited 3,245,393 13.6
Pennsylvania Limited 9,207,513 0.0
Virginia Limited 21,394 3.6
Alabama 10,434,943 9.1
Arkansas 7,772,300 17.5
Arizona 13,151,731 5.3
California 42,415,129 18.0
Colorado 4,382,620 9.4
Connecticut 18,902,683 12.8
Florida 65,200,704 19.4
Florida Insured 1,486,934 17.8
Georgia 12,128,813 14.2
Hawaii 1,549,349 19.1
Kansas 969,840 4.1
Kentucky 14,103,078 16.7
Louisiana 3,207,796 18.2
Maryland 11,012,194 15.1
Massachusetts 28,280,076 18.1
Michigan 17,774,586 4.8
Minnesota 7,869,452 14.1
Mississippi 2,832,453 13.5
Missouri 8,466,492 9.9
New Jersey 38,412,316 19.2
New York 58,963,921 4.4
North Carolina 18,805,605 8.2
Ohio 30,027,661 17.9
Oregon 13,948,681 15.7
Pennsylvania 46,828,976 19.5
Rhode Island 4,260,005 19.5
South Carolina 5,978,009 18.5
Tennessee 5,663,040 14.3
Texas 2,638,782 19.7
Virginia 18,366,623 16.7
West Virginia 4,171,011 17.0
<PAGE>
EXHIBIT B
As of September 30, 1995, the following shareholders of the specified Fund
owned of record the percentages of shares indicated after their names:
Arizona Limited Fund -- Emma M. O'Brien, Trustee, Emma M. O'Brien, Trust,
u/a dtd 10/7/82, 13539 W. Spring Meadow Drive, Sun City, West Arizona, 85375
(9.75%), PaineWebber for the Benefit of Carmelita Cracchiolo Trustee, The
A&C Cracchiolo Family Trust, dated 5/27/81, 30 Camino Miramonte, Tucson, AZ
85716-4928 (9.54%), Elizabeth J. Slater & Kemper C. Tyson JTWROS, 1450 E.
Bethany Home Road, Phoenix, AZ 85014 (8.09%), Smith Barney Inc., 388
Greenwich Street, New York, NY 10013, broker-dealer, (6.57%) which they held
on behalf of their customers who are the beneficial owners of such shares
(such firm has informed the Funds that none of their customers beneficially
owned more than 5% of the outstanding shares), and Sherry L. Jabour,
Trustee, Sherry L. Jabour Trust, U/A dtd 3/ 12/90, 8398 E. Thougoughbred,
Scottsdale, AZ 85258 (5.74%);
North Carolina Limited Fund -- Smith Barney Inc., 388 Greenwich Street, New
York, NY 10013, broker-dealer, (22.42%) which they held on behalf of their
customers who are the beneficial owners of such shares (such firm has
informed the Funds that none of their customers beneficially owned more than
5% of the outstanding shares), and Eaton Vance Management, Attn: Accounting
Dept., 4th Floor, 24 Federal Street, Boston, MA 02110 (57.35%);
Virginia Limited Fund -- Hiroko Imamura, 9613 Masterworks Drive, Vienna, VA
22181-6104 (26.29%), Eaton Vance Management, Attn: Accounting Dept., 4th
Floor, 24 Federal Street, Boston, MA 02110 (18.83%), Henry Michael Tacoronte
& Patricia Ann Tacoronte JTWROS, 1848 Shillelagh Road, Chesapeake, VA 23323
(14.40%), PaineWebber for the Benefit of The Carol Baker Avery Revocable
Trust dated 10/12/92, James R. Olin, Trustee, 175 - 27th St. SE, Roanoke, VA
24014-3307 (12.01%), and Eaton Vance Distributors Inc., Attn: Order Room, 24
Federal Street, Boston, MA 02110 (9.27%);
Florida Insured Fund -- William Akers Jr., Trustee, Georgia O. Akers Trust,
U/A Dtd 7/17/91 as amended 12/7/94, 1064 John Anderson Drive, Ormond Beach,
FL 32176-4121 (6.63%); and
Texas Fund -- NFSC FEBO # ATL - 213985 - Edwin V. Bonneau and Barbara J.
Bonneau, 2710 Bay Meadows Circle, Farmers Branch, TX 75234 (7.50%).
As of September 30, 1995, Merrill Lynch Pierce Fenner & Smith of
Jacksonville, FL, broker-dealer, held of record the following percentages of the
outstanding shares, which they held on behalf of their customers who are the
beneficial owners of such shares. Such firm has informed the Funds that none of
their customers beneficially owned more than 5% of the outstanding shares.
MERRILL LYNCH
PERCENTAGE
NAME OF FUND OF SHARES
------------ ---------
Arizona Limited Fund 51.42
California Limited Fund 27.51
Connecticut Limited Fund 21.95
Florida Limited Fund 22.98
Massachusetts Limited Fund 18.31
Michigan Limited Fund 25.38
National Limited Fund 21.83
New York Limited Fund 20.58
New Jersey Limited Fund 16.32
North Carolina Limited Fund 17.06
Ohio Limited Fund 7.69
Pennsylvania Limited Fund 25.67
Virginia Limited Fund 19.20
Alabama Fund 34.59
Arkansas Fund 12.32
Arizona Fund 11.19
California Fund 13.11
Colorado Fund 6.91
Connecticut Fund 20.17
Florida Fund 16.41
Florida Insured Fund 14.38
Georgia Fund 21.46
Kansas Fund 13.74
Kentucky Fund 15.83
Louisiana Fund 37.86
Maryland Fund 16.50
Massachusetts Fund 9.84
Michigan Fund 26.36
Minnesota Fund 5.81
Mississippi Fund 28.53
Missouri Fund 7.56
New Jersey Fund 10.63
New York Fund 13.68
North Carolina Fund 12.93
Ohio Fund 20.82
Oregon Fund 12.50
Pennsylvania Fund 14.00
Rhode Island Fund 27.20
South Carolina Fund 18.27
Tennessee Fund 11.38
Texas Fund 20.17
Virginia Fund 15.41
West Virginia Fund 20.18
<PAGE>
EXHIBIT C
INVESTMENT RESTRICTIONS
[PROPOSED ADDITIONS IN ITALICS AND
PROPOSED DELETIONS IN BRACKETS]
As a matter of fundamental investment policy, the Fund may not:
(1)\1/ [Purchase any security (other than U.S. Government securities) if
such purchase, at the time thereof, would, with respect to 75% of the Fund's
total assets, cause more than 5% of such assets (taken at market value) to be
invested in the securities of a single issuer, provided, however, that the Fund
may invest all or part of its investable assets in an open-end management
investment company with substantially the same investment objective, policies
and restrictions as the Fund;]
(2) Purchase securities on margin (but the Fund may obtain such short-term
credits as may be necessary for the clearance of purchases and sales of
securities). The deposit or payment by the Fund of initial or maintenance margin
in connection with futures contracts or related options transactions is not
considered the purchase of a security on margin;
(3)* Make short sales of securities or maintain a short position, unless at
all times when a short position is open the Fund owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue as, and equal in
amount to, the securities sold short, and unless not more than 25% of the Fund's
net assets (taken at current value) is held as collateral for such sales at any
one time. (The Fund will make such sales only for the purpose of deferring
realization of gain or loss for federal income tax purposes);
(4) [Purchase securities of any issuer if such purchase, at the time
thereof, would cause more than 10% of the total outstanding voting securities of
such issuer, to be held by the Fund; provided, however, that the Fund may invest
all or part of its investable assets in an open-end management investment
company with substantially the same investment objective, policies and
restrictions as the Fund;]
(5)* Purchase or retain in its portfolio any securities issued by an issuer
any of whose officers, directors, trustees or security holders is an officer or
Trustee of the Trust, or is a member, officer, director or trustee of any
investment adviser of the Fund, if after the purchase of the securities of such
issuer by the Fund one or more of such persons owns beneficially more than 1/2
of 1% of the shares or securities or both (all taken at market value) of such
issuer and such persons owning more than 1/2 of 1% of such shares or securities
together own beneficially more than 5% of such shares or securities or both (all
taken at market value);
(6) Underwrite or participate in the marketing of securities of others,
except insofar as it may technically be deemed to be an underwriter in selling a
portfolio security under circumstances which may require the registration of the
same under the Securities Act of 1933 [, or participate on a joint or a joint
and several basis in any trading account in securities];
(7) Make loans [Lend any of its funds or other assets] to any person [,
directly or indirectly] except by [(i) through] (a) the acquisition of debt
instruments and making portfolio investments, (b) entering into repurchase
agreements and [(ii) through the loan of a] (c) lending portfolio securities
[security; (The purchase of a portion of an issue of debt obligations, whether
or not the purchase is made on the original issuance, is not considered the
making of a loan)];
(8)\2/ Borrow money [or pledge its assets in excess of 1/3 of the value of
its net assets (excluding the amount borrowed) and then only if such borrowing
is incurred as a temporary measure for extraordinary or emergency purposes or to
facilitate the orderly sale of portfolio securities to accommodate redemption
requests;] or issue senior securities except as permitted by the Investment
Company Act of 1940 [other than its shares of beneficial interest, except as
appropriate to evidence indebtedness, including reverse repurchase agreements,
which the Fund is permitted to incur. The Fund will not purchase securities
while outstanding borrowings, including reverse repurchase agreements, exceed 5%
of its total assets; provided, however, that the Fund may increase its interest
in an open-end management investment company with substantially the same
investment objective, policies and restrictions as the Fund while such
borrowings are outstanding. The deposit of cash, cash equivalents and liquid
debt securities in a segregated account with the Fund's custodian and/or with a
broker in connection with futures contracts or related options transactions and
the purchase of securities on a "when-issued" basis are not deemed to be a
pledge];
(9) [Invest for the purpose of exercising control or management of other
companies; provided, however, that the Fund may invest all or part of its
investable assets in an open-end management investment company with
substantially the same investment objective, policies and restrictions as the
Fund;]
(10)\3/ Purchase or sell real estate [, although it may purchase and sell
securities which are secured by real estate and securities of companies which
invest or deal in real estate] (including limited partnership interests in real
estate, but excluding readily marketable interests in real estate investment
trusts or readily marketable securities of companies which invest or deal in
real estate or securities which are secured by real estate);
(11)\4/ Purchase or sell physical commodities or [futures] contracts for the
purchase or sale of physical commodities [, provided that the Fund may enter
into all types of futures contracts on securities and on securities, economic
and other indices and may purchase and sell options on such futures contracts];
(12) [Buy investment securities from or sell them to any of its officers or
Trustees of the Trust, its investment adviser or its underwriter, as principal
(or, for some Funds, "its principal underwriter"); however, any such person or
concerns may be employed as a broker upon customary terms;]
(13)* Purchase oil, gas or other mineral leases or purchase partnership
interests in oil, gas or other mineral exploration or development programs; or
(14)\5/ [Purchase securities issued by any other open-end investment company
or investment trust; provided, however, that the Fund may invest all or part of
its investable assets in an open-end management investment company with
substantially the same investment objective, policies and restrictions as the
Fund.]
(15) Notwithstanding the investment policies and restrictions of the Fund,
the Fund may invest all or part of its investable assets in an open-end
management investment company with substantially the same investment objective,
policies and restrictions as the Fund.
- ----------
\1/Only the California Fund has this restriction so shareholders of other Funds
will not vote to eliminate this restriction. If Proposal 3 is approved, the
California Fund will eliminate this restriction.
\2/The first clause of the second sentence of this restriction is "The Fund will
not purchase securities while outstanding temporary bank borrowings exceed 5%
of its total assets;'" for the California, Florida and New York Funds.
\3/All Funds, except the California, Florida and New York Funds, have this
restriction in its proposed form so only shareholders of those three Funds
will vote to amend this restriction.
\4/The California, Florida and New York Funds have this restriction in its
proposed form so shareholders of those Funds will not vote to amend this
restriction.
\5/Only shareholders of the California Fund will vote to eliminate this
restriction. The other Funds do not have this restriction.
*This restriction would become nonfundamental if Proposal 2 is approved.
<PAGE>
EATON VANCE INVESTMENT TRUST
EATON VANCE MUNICIPALS TRUST
EATON VANCE MUNICIPALS TRUST II
24 FEDERAL STREET, BOSTON, MA 02110
October 27, 1995
Dear Shareholders:
On December 8, 1995 and December 15, 1995, Special Meetings of Shareholders
of the series (each a "Fund") of Eaton Vance Investment Trust, Eaton Vance
Municipals Trust and Eaton Vance Municipals Trust II (each a "Trust") will be
held to consider three proposals. Adoption of these proposals with respect to
each Fund requires the approval of that Fund's shareholders. As a shareholder,
you are entitled to cast one vote for each share that you own. THE TRUSTEES OF
EACH TRUST HAVE APPROVED THE PROPOSALS WITH RESPECT TO THE FUNDS OF THAT TRUST
AND BELIEVE THAT THE PROPOSALS ARE IN THE BEST INTERESTS OF EACH SUCH FUND AND
ITS SHAREHOLDERS.
VOTING TAKES ONLY A FEW MINUTES -- PLEASE RESPOND PROMPTLY.
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN. If the required
votes are not received by the meeting date, it will be necessary to send further
mailings to secure them. This is a costly process and is paid for by your Fund.
Therefore, you, as a shareholder, ultimately pay for the expense of a delayed
vote. Please sign and return your proxy promptly to avoid this unnecessary
expense.
PROPOSALS YOU ARE VOTING ON.
At the meeting, shareholders will be asked to amend their Fund's investment
policies to permit, among other things, each Fund to invest without limitation
in obligations the interest on which is subject to the federal alternative
minimum tax. Shareholders will also be asked to amend certain fundamental
investment restrictions which may permit the Funds to take advantage of
investment opportunities in the future and, for California Municipals Fund
shareholders only, to change the Fund's status from diversified to
nondiversified.
The matters to be presented at the meetings are described in detail in the
enclosed Proxy Statement. THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE IN
FAVOR OF EACH PROPOSAL.
For each Board of Trustees
/s/ Thomas J. Fetter
Thomas J. Fetter, President
IMPORTANT -- SHAREHOLDERS CAN HELP THE TRUSTEES AVOID THE NECESSITY AND
ADDITIONAL EXPENSE TO THEIR FUND OF FURTHER SOLICITATIONS TO INSURE 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.
<PAGE>
EATON VANCE INVESTMENT TRUST
EATON VANCE MUNICIPALS TRUST
EATON VANCE MUNICIPALS TRUST II
24 FEDERAL STREET, BOSTON, MA 02110
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD DECEMBER 8, 1995 AND DECEMBER 15, 1995
Special Meetings of Shareholders of the series listed below (each a "Fund")
of Eaton Vance Investment Trust ("Investment Trust"), Eaton Vance Municipals
Trust ("Municipals Trust") and Eaton Vance Municipals Trust II ("Municipals
Trust II") (each a "Trust") will be held at the principal office of each Trust,
24 Federal Street, Boston, Massachusetts, on the date specified below commencing
at 10:00 a.m. (Boston time).
THE INVESTMENT TRUST MEETING IS FOR THE FOLLOWING SERIES: EV Traditional
Florida Limited Maturity Tax Free Fund, EV Traditional National Limited Maturity
Tax Free Fund and EV Traditional New York Limited Maturity Tax Free Fund. THE
NEW YORK AND FLORIDA LIMITED MATURITY FUNDS WILL MEET ON DECEMBER 15, 1995, AND
THE NATIONAL LIMITED MATURITY FUND WILL MEET ON DECEMBER 8, 1995.
THE MUNICIPALS TRUST MEETING IS FOR THE FOLLOWING SERIES: EV Traditional
California Municipals Fund, EV Traditional Connecticut Tax Free Fund, EV
Traditional Florida Tax Free Fund, Massachusetts Municipal Bond Portfolio, EV
Traditional New Jersey Tax Free Fund, EV Traditional New York Tax Free Fund and
EV Traditional Pennsylvania Tax Free Fund. ALL SUCH FUNDS WILL MEET ON DECEMBER
15, 1995, EXCEPT THAT THE CALIFORNIA MUNICIPALS, MASSACHUSETTS MUNICIPAL AND THE
CONNECTICUT, FLORIDA, NEW JERSEY AND PENNSYLVANIA TAX FREE FUNDS WILL MEET ON
DECEMBER 8, 1995.
THE MUNICIPALS TRUST II MEETING is for EV Traditional Florida Insured Tax
Free Fund. THE MEETING WILL BE HELD ON DECEMBER 8, 1995.
THE MEETINGS ARE BEING HELD FOR THE FOLLOWING PURPOSES:
1. FOR EACH FUND: To consider and act upon a proposal to amend the Fund's
investment policy to provide that the Fund may invest without limit in
municipal obligations the interest on which is exempt from regular
federal income tax (but which may be a tax preference item for purposes
of alternative minimum tax) and (except in the case of the National
Limited Maturity Fund) from the State taxes that, in accordance with the
Fund's investment objective, the Fund seeks to avoid. (In addition to
allowing the Funds to invest without limit in obligations the interest on
which is subject to alternative minimum tax, this amendment will permit
the California Municipals Fund (like all other Funds) to invest in
certain obligations of Puerto Rico, Guam and the U.S. Virgin Islands.)
2. FOR EACH MUNICIPALS TRUST FUND: To consider and act upon a proposal to
eliminate, reclassify or amend certain of the Fund's fundamental
investment restrictions (as set forth in Exhibit C to the accompanying
Proxy Statement).
3. FOR THE CALIFORNIA MUNICIPALS FUND: To consider and act upon a proposal
to change the Fund's diversification status from diversified to
non-diversified.
4. To consider and act upon any matters incidental to the foregoing purposes
or any of them, and any other matters which may properly come before said
meetings or any adjourned session thereof.
These proposals are discussed in greater detail in the accompanying Proxy
Statement.
This meeting is called pursuant to the By-Laws of each Trust. The Trustees
of each Trust fixed the close of business on October 23, 1995 as the record date
for the determination of the shareholders of each Fund of that Trust entitled to
notice of and to vote at the meeting and any adjournment thereof.
By Order of each Board of Trustees
/s/ THOMAS OTIS
THOMAS OTIS, Secretary
October 27, 1995
<PAGE>
EATON VANCE INVESTMENT TRUST
EATON VANCE MUNICIPALS TRUST
EATON VANCE MUNICIPALS TRUST II
24 FEDERAL STREET, BOSTON, MA 02110
October 27, 1995
PROXY STATEMENT
FOR THE SPECIAL MEETINGS OF SHAREHOLDERS
A proxy is enclosed with the foregoing Notice of the Special Meetings of the
Shareholders of the series listed below of Eaton Vance Investment Trust
("Investment Trust"), Eaton Vance Municipals Trust ("Municipals Trust") and
Eaton Vance Municipals Trust II ("Municipals Trust II") (each a "Trust") to be
held on either Friday, December 8, 1995 or Friday, December 15, 1995 (as
specified below), for the benefit of shareholders who do not expect to be
present at the meetings. This proxy is solicited on behalf of the Board of
Trustees of each Trust, and is revocable by the person giving it at any time
prior to exercise by a signed writing filed with the Funds' transfer agent, The
Shareholder Services Group, Inc., BOS725, P.O. Box 1559, Boston, Massachusetts
02104, or by executing and delivering a later dated proxy, or by attending the
meeting and voting his or her shares in person. Each shareholder may specify the
manner in which he or she desires the proxy to be voted upon the matters
referred to in the proxy; in the absence of such specification, the proxy will
authorize the persons named as attorneys, or any of them, to vote in favor of
each such matter. This proxy material is first being mailed to shareholders on
or about October 31, 1995.
THE INVESTMENT TRUST MEETING IS FOR THE FOLLOWING SERIES: EV Traditional
Florida Limited Maturity Tax Free Fund, EV Traditional National Limited Maturity
Tax Free Fund and EV Traditional New York Limited Maturity Tax Free Fund. THE
NEW YORK AND FLORIDA LIMITED MATURITY FUNDS WILL MEET ON DECEMBER 15, 1995, AND
THE NATIONAL LIMITED MATURITY FUND WILL MEET ON DECEMBER 8, 1995.
THE MUNICIPALS TRUST MEETING IS FOR THE FOLLOWING SERIES: EV Traditional
California Municipals Fund, EV Traditional Connecticut Tax Free Fund, EV
Traditional Florida Tax Free Fund, Massachusetts Municipal Bond Portfolio, EV
Traditional New Jersey Tax Free Fund, EV Traditional New York Tax Free Fund and
EV Traditional Pennsylvania Tax Free Fund. ALL SUCH FUNDS WILL MEET ON DECEMBER
15, 1995, EXCEPT THAT THE CALIFORNIA MUNICIPALS, MASSACHUSETTS MUNICIPAL AND THE
CONNECTICUT, FLORIDA, NEW JERSEY AND PENNSYLVANIA TAX FREE FUNDS WILL MEET ON
DECEMBER 8, 1995.
THE MUNICIPALS TRUST II MEETING is for EV Traditional Florida Insured Tax
Free Fund. THE MEETING WILL BE HELD ON DECEMBER 8, 1995.
The series of Municipals Trust and Municipals Trust II are referred to
individually herein as the "[State name] Fund" (except that EV Traditional
Florida Insured Tax Free Fund is referred to as the "Florida Insured Fund"). The
series of Investment Trust are referred to individually herein as the "[State
name] Limited Fund". The series of the Trusts are referred to collectively
herein as the "Funds".
The Trustees have fixed the close of business on October 23, 1995 as the
record date for the determination of the shareholders entitled to notice of and
to vote at the meeting and any adjournment(s) thereof. Shareholders at the close
of business on the record date will be entitled to one vote for each full share
held and to a proportionate share of one vote for each fractional share held.
The number of shares of beneficial interest (excluding fractions thereof) of
each Fund outstanding as of October 23, 1995 is set forth in Exhibit A.
The persons who held of record more than 5% of the outstanding shares of a
Fund as of September 30, 1995 are set forth in Exhibit B. To the knowledge of
each Trust, no other person owns (of record or beneficially) more than 5% of the
outstanding shares of a Fund.
Shareholders of the Funds are being asked to vote on the Proposals as
follows:
SHAREHOLDERS ENTITLED TO
PROPOSAL PURPOSE VOTE ON PROPOSAL
- -------- ------- ------------------------
1 To amend the Fund's policy To be voted on by each Fund
concerning the municipal
obligations in which it
invests
2 To eliminate, reclassify To be voted on by each Municipals
or amend certain Trust Fund
fundamental restrictions
3 To change the Fund's To be voted on by the California
diversification status Fund
from diversified to
nondiversified
The shareholders of each Fund voting on a Proposal will vote separately as a
class on that Proposal.
The Trustees know of no matter other than those mentioned in Proposals 1
through 3 of the Notice which will be presented at the meetings. If any other
matter is properly presented at a meeting, it is the intention of the persons
named as attorneys in the enclosed proxy to vote the proxies in accordance with
their judgment in regard to such matter.
PROPOSAL 1. TO APPROVE THE AMENDMENT OF EACH
FUND'S POLICY CONCERNING THE MUNICIPAL
OBLIGATIONS IN WHICH IT INVESTS
Each Fund (except the National Limited Fund) seeks to achieve its investment
objective by investing either directly or indirectly through another open-end
management investment company primarily (i.e., at least 80% of net assets during
periods of normal market conditions) in debt obligations issued by or on behalf
of its corresponding State and its political subdivisions, and (except in the
case of the California Fund) the governments of Puerto Rico, the U.S. Virgin
Islands and Guam (the "Territories"), the interest on which is exempt from
regular federal income tax, is not a tax preference item under the federal
alternative minimum tax (the "AMT") (except in the case of the California Fund),
and is exempt from the State taxes that, in accordance with the Fund's
investment objective, the Fund seeks to avoid. The National Limited Fund has
substantially the same policy except that it invests without regard for any
applicable State taxes. Although the California Fund may invest without limit in
obligations subject to the AMT, California Tax Free Portfolio (the "California
Portfolio") (in which the California Fund invests its assets) limits its
investment in obligations subject to the AMT in accordance with the foregoing
80% policy. The foregoing 80% policy is a fundamental policy of each Fund and
may not be changed unless authorized by a vote of each Fund's shareholders.
This Proposal seeks to amend the policies described above to permit each
Fund to invest either directly or indirectly through another open-end management
investment company primarily (i.e., at least 80% of net assets during normal
market conditions) in municipal obligations the interest on which is exempt from
regular federal income tax and (except in the case of the National Limited Fund)
from the State taxes that, in accordance with the Fund's investment objective,
the Fund seeks to avoid. Pursuant to the investment objective of each Municipals
Trust Fund and The Florida Insured Fund, the Fund seeks to provide current
income exempt from regular federal income tax and certain State taxes which are
specified in each Fund's prospectus. The National Limited Fund seeks to provide
(1) a high level of current income exempt from regular federal income tax, and
(2) limited principal fluctuation.
Each Fund invests its assets in a corresponding investment company (a
"Portfolio") with (except the California Fund) the same investment policy as
that described above for the Fund. When voting on a parallel proposal to amend
the Portfolio's investment policy (or, in the case of the California Portfolio,
a proposal to amend the California Portfolio's policy as described below), 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 (as
described in each Fund's prospectus). If a sufficient number of votes in favor
of the Proposal are received from investors in a Portfolio, that Portfolio's
policy will be changed.
If this Proposal is approved with respect to each Fund and its corresponding
Portfolio, each Portfolio will be permitted to invest without limit in
obligations the interest on which is a tax preference item under the AMT ("AMT
obligations"). This policy change should result in greater investment
opportunities because the Portfolios will no longer be required to restrict
investment in AMT obligations to 20% of net assets. Boston Management &
Research, the investment adviser to the Portfolios, (the "Investment Adviser")
believes that, under current market conditions, AMT obligations may provide
higher yields than non-AMT obligations. Should these market conditions continue,
a Portfolio would have the ability to invest without limit in such
higher-yielding obligations, provided that they otherwise meet the credit
quality and other criteria of the Portfolio (as described in its corresponding
Fund's prospectus). As a result, investment returns may be enhanced over time.
The AMT is generally applicable to wealthy individuals and corporations that
earn high income and are able to reduce their regular income tax liability
through tax deductions. Therefore, the proposed policy change is unlikely to
affect the tax-exempt status of the income earned by a Fund for most
shareholders. For the percentage of each Portfolio's net assets invested in AMT
obligations on September 30, 1995, see Exhibit A.
If this Proposal is approved, the investment policy will be clarified to
state that a Fund may invest in municipal obligations of any issuer, provided
that the interest on such obligations is exempt from regular federal income tax
and the State taxes specified in the Fund's investment objective (if any). As
clarified, the policy would permit the California Portfolio to invest in
obligations issued by the Territories, provided that the interest on such
obligations is exempt from regular federal income tax and relevant State taxes.
Each Portfolio (except the National Limited Fund), however, will continue to
invest at least 65% of its total assets in municipal obligations issued by or on
behalf of its corresponding State or its political subdivisions.
In connection with this policy change, the Trustees will change with respect
to each Fund (except the California Fund and Massachusetts Fund) and each
Portfolio the phrase "Tax Free" in its name to "Municipals" (e.g., from "EV
Traditional [State name] Tax Free Fund" to "EV Traditional [State name]
Municipals Fund").
VOTE REQUIRED TO APPROVE PROPOSAL 1
Approval of the Proposal with respect to a Fund requires the affirmative
vote of a majority of the outstanding voting securities of that 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 Trustees have considered various factors and believe that this Proposal
will increase investment opportunities and is in the best interests of each Fund
and its shareholders. If the Proposal is not approved with respect to a Fund,
that Fund's current fundamental investment policy will remain in effect and a
shareholder vote will be required before the Fund can engage in activities
prohibited by the current policy. THE TRUSTEES RECOMMEND THAT SHAREHOLDERS VOTE
IN FAVOR OF THE AMENDMENT OF THEIR FUND'S INVESTMENT POLICY AS DESCRIBED ABOVE.
PROPOSAL 2. TO APPROVE THE ELIMINATION,
RECLASSIFICATION OR AMENDMENT OF CERTAIN
FUNDAMENTAL INVESTMENT RESTRICTIONS
(FOR EACH MUNICIPALS TRUST FUND)
The Investment Company Act of 1940 (the "Act") requires a registered
investment company series like each Fund to have certain specific investment
restrictions which can be changed only by a shareholder vote. Investment company
series may also elect to designate other restrictions which may be changed only
by a shareholder vote. Both types of restrictions are often referred to as
"fundamental" restrictions. Some fundamental restrictions adopted by the Funds
reflect certain regulatory, business or industry conditions which are no longer
in effect. Accordingly, the Trustees authorized a review of the Funds'
fundamental restrictions to simplify and modernize those restrictions which are
required to be fundamental and to eliminate as fundamental any restrictions
which are not now required to be fundamental under state securities ("Blue Sky")
laws or the positions of the staff of the Securities and Exchange Commission
(the "Commission") in interpreting the Act. If not required to be fundamental,
depending on the circumstances, the restriction would be reclassified as a
nonfundamental restriction in the same or a modified form, or eliminated.
Nonfundamental restrictions can be changed by the Trustees without shareholder
approval. Similar revisions to fundamental restrictions have been approved by
shareholders of several other funds advised by Boston Management and Research or
its affiliates ("Eaton Vance"), so the uniformity of such restrictions will
serve to facilitate Eaton Vance's compliance efforts.
This Proposal seeks shareholder approval of changes which are intended to
accomplish the foregoing goals. The proposed changes to the fundamental
restrictions are discussed in detail below. Please refer to the changes to the
restrictions as set forth in Exhibit C. By reducing to a minimum those
restrictions which can be changed only by shareholder vote, each Fund would be
able to avoid the costs and delay associated with a future shareholder meeting
and the Trustees believe that the Investment Adviser's ability to manage the
Fund's Portfolio in a changing regulatory or investment environment will be
enhanced. Accordingly, investment management opportunities will be increased.
The numerical references to the Funds' investment restrictions correspond to the
paragraphs in Exhibit C. If this Proposal is approved, the restrictions will be
reordered.
If approved, the proposed changes will not affect current management of a
Fund's Portfolio. Moreover, the changes would be made regardless of whether the
other proposals in this proxy statement are approved. When voting on a parallel
proposal to amend the fundamental investment restrictions of its corresponding
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 (as described in each Fund's prospectus). If a sufficient number of
votes in favor of amending some or all of a Portfolio's restrictions are
received from the investors in that Portfolio, such restrictions will be
amended.
ELIMINATION OF CERTAIN RESTRICTIONS
The Trustees propose to eliminate Restriction (4) (for all Funds except the
California Fund), Restriction (9), Restriction (12), the latter part of
Restriction (6) and (with respect to the California Fund only) Restriction (14),
because such restrictions are not required to be fundamental policies under the
Act or state "Blue Sky" laws.
Restriction (4) concerns the diversification of assets by issuer. This
restriction does not apply to nondiversified funds. Because the Funds (except
the California Fund) are nondiversified, this restriction may be eliminated.
Shareholders of the California Fund will consider the elimination of Restriction
(4) and Restriction (l) (which also relates to diversification) in Proposal 3.
Restriction (9) concerning investing for control prohibits a Fund from
investing for control or management of other companies. Investing for such
purposes would be difficult because of the Act's diversification requirements
and are regulated by the Act's provisions on affiliated transactions.
Restriction (12) concerning transactions with affiliates prohibits a Fund
from buying securities from or selling securities to Trust officers, Trustees or
other affiliates. Such transactions are circumscribed by the Act's provisions on
affiliated transactions and the Investment Adviser maintains a code of ethics to
monitor transactions with the Funds.
The latter part of Restriction (6) concerning joint transactions is a matter
regulated by a provision of the Act which is subject to certain exceptions
pursuant to rules or positions of the staff of the Commission. Eliminating the
prohibition may allow a Fund to engage in certain beneficial transactions, such
as purchasing securities with affiliated investment companies at a lower cost,
if the Commission grants an exemptive order permitting such transactions. (The
Funds have no current intention of applying for such an order.)
Restriction (14) (which is a restriction of the California Fund only)
prohibits the California Fund from purchasing securities of another open-end
investment company or investment trust (other than the California Portfolio).
Investment in investment companies is regulated by the Act and the California
Fund has no policy of investing in any such companies other than the California
Portfolio (which is permitted by the Act).
RECLASSIFICATION OF CERTAIN RESTRICTIONS
The Trustees also propose that Restrictions (3), (5) and (13) be eliminated
as fundamental, but be retained as nonfundamental policies of each Fund (which
could be thereafter amended or eliminated by Trustee vote). These restrictions
are required under various state "Blue Sky" laws and/or federal laws, but are
not required to be a fundamental policy of a Fund.
Restriction (3) concerning short sales prohibits a Fund from engaging in
such transactions unless they are "against the box" and no more than 25% of net
assets is held as collateral. In a short sale, a Fund would sell a borrowed
security with a corresponding obligation to return the same security. If
reclassified as nonfundamental, the restriction could be revised in the future
to permit other types of short sales if permitted by law.
Restriction (5) concerning investment in affiliated issuers prohibits a Fund
from purchasing a security where individuals affiliated with the Fund own
beneficially more than 5% of that security. If reclassified as nonfundamental,
this restriction could be revised in the future to permit such affiliated
investment if relevant laws change.
Restriction (13) concerning investment in exploration companies prohibits
the purchase of oil, gas or mineral interests. Such investments are inconsistent
with each Fund's current investment policies, but, if the restriction is
reclassified as nonfundamental, the restriction could be eliminated if state
Blue Sky laws change.
If shareholders approve the proposed reclassification of certain investment
restrictions as nonfundamental, a future change in any of these restrictions
could be effected by the Trustees without shareholder approval if the Trustees
determined that such a change was appropriate and desirable. The Trustees have
no present intention of amending or eliminating the foregoing restrictions if
they are reclassified. The Trustees believe, however, that this reclassification
of restrictions will enable each Fund to respond more rapidly to future changes
in the Fund's competitive and regulatory environment.
AMENDMENT TO CERTAIN RESTRICTIONS
The Trustees propose to amend several fundamental policies.
The first part of Restriction (6) concerning underwriting, Restriction (10)
concerning investing in real estate and Restriction (11) concerning futures
transactions have been revised for clarity to be consistent with other funds
advised by the Investment Adviser. (Only California Fund, Florida Fund and New
York Fundshareholders will vote to amend Restriction (10) because the other
Funds already have that restriction in the proposed form; shareholders of those
three Funds will not vote to amend Restriction (11) because their restriction
already exists in the proposed form.) Restriction (7) concerning lending is
proposed to be simplified and revised consistent with current regulatory
restraints.
Restriction (8) concerning borrowing, pledging and senior securities has
been revised by deleting the restriction on pledging and by permitting borrowing
and the issuance of senior securities consistent with the Act. Pledging
restrictions are no longer required by State law. The positions of staff of the
Commission on borrowings and senior securities have evolved in recent years with
the development of new investment strategies, such as reverse repurchase
agreements and futures transactions. Each Fund would like the ability to
consider use of new investment techniques consistent with the Act and
appropriate disclosure as interpretations of the Act are further developed. Each
Fund may currently borrow up to 5% of the value of its total assets for certain
temporary purposes. There is no intention to change this policy. If the Trustees
should decide in the future to change this policy with respect to a Fund,
disclosure would be provided in the Fund's prospectus.
The Trustees also propose to create a new Restriction (15) that would
clarify each Fund's policy of investing in another open-end management
investment company (its corresponding Portfolio). If approved, a redundant
provision in Restrictions (4), (8), (9) and (14) will be eliminated (if those
restrictions are not otherwise eliminated).
VOTE REQUIRED TO APPROVE PROPOSAL 2
Approval of the Proposal requires the affirmative vote of a majority of the
outstanding voting securities of a Fund as set forth under "Vote Required to
Approve Proposal 1" above. The amendment, elimination or reclassification of
each restriction requires a separate vote.
The Trustees have considered various factors and believe that this Proposal
will increase investment management flexibility and is in the best interests of
each Fund and its shareholders. If part or all of the Proposal is not approved
with respect to a Fund, some or all of that Fund's current fundamental
restrictions will remain in effect and a shareholder vote will be required
before the Fund can engage in activities prohibited by a current fundamental
restriction. THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE IN FAVOR OF THE
ELIMINATION, RECLASSIFICATION OR AMENDMENT OF CERTAIN OF THEIR FUND'S INVESTMENT
RESTRICTIONS.
PROPOSAL 3. CHANGE IN DIVERSIFICATION STATUS
(FOR THE CALIFORNIA FUND)
As a diversified fund under the Act, the California Fund may not
(withrespect to 75% of its assets) invest more than 5% of assets in any one
issuer (excluding the U.S. Government) or own more than 10% of the outstanding
voting securities of any one issuer. The purpose of this Proposal is to change
the California Fund's diversification status under the Act from diversified to
nondiversified. As a nondiversified fund under the Act, the Fund would be
subject to the diversification requirements of the Internal Revenue Code, which
impose the foregoing 5% and 10% limitations with respect to only 50% of its
assets.
The Fund will also vote on a parallel proposal to change the diversification
status of the California Portfolio. When so voting, the Fund will vote its
interest in the Portfolio for or against such proposal proportionately to the
instructions to vote for or against this Proposal (as described in the Fund's
prospectus). If a sufficient number of votes in favor of the Proposal are
received from investors in the California Portfolio, the Portfolio's policy will
be changed.
Because of the limited number of issuers within a particular state, state
municipal funds may need the ability to invest (with respect to a larger
percentage of assets) more than 5% of assets in a single issuer. Changing the
California Fund's and the California Portfolio's status would provide the
California Portfolio this flexibility. To the extent the California Portfolio
invests a greater percentage of assets in a single issuer, it would be more
susceptible to any adverse economic or political occurrence affecting that
issuer. In addition, the proposed change in status would facilitate Eaton
Vance's compliance efforts in that (if this Proposal is approved) all of the
Eaton Vance state municipal funds will be nondiversified. If this Proposal is
approved, Restrictions (1) and (4) (set forth in Exhibit C to this Proxy
Statement), which relate to the diversification of assets, will be eliminated.
VOTE REQUIRED TO APPROVE PROPOSAL 3
Approval of this Proposal requires the affirmative vote of a majority of the
outstanding voting securities of the California Fund as set forth under "Vote
Required to Approval Proposal 1" above.
The Trustees have considered various factors and believe the Proposal will
increase investment flexibility and is in the best interests of the California
Fund and its shareholders. If the Proposal is not approved, the Fund will
continue to be a diversified fund and a shareholder vote will be required in
order to change that status. THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE
IN FAVOR OF A CHANGE IN THE CALIFORNIA FUND'S DIVERSIFICATION STATUS FROM
DIVERSIFIED TO NONDIVERSIFIED.
NOTICE TO BANKS AND BROKER/DEALERS
Each Trust on behalf of its Funds has 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 Shareholder
Services, 24 Federal Street, Boston, MA 02110, or call 1-800-225- 6265.
ADDITIONAL INFORMATION
The expense of preparing, printing and mailing this proxy material and the
cost of soliciting proxies on behalf of the Board of Trustees of each Trust will
be borne by its Funds as described below. Proxies will be solicited by mail and
may be solicited in person or by telephone or telegraph by officers of a Trust,
by personnel of the Investment Adviser, by the transfer agent, The Shareholder
Services Group, Inc., by broker-dealer firms or by a professional solicitation
organization. Each Trust has retained Tritech Services of Piscataway, New Jersey
("Tritech") to assist in the solicitation of proxies, for which each Fund will
pay an estimated average fee of approximately $1,800 plus out-of-pocket
expenses. Such expenses will be borne pro rata by the Funds based on the number
of shareholder accounts. The expenses connected with the solicitation of these
proxies and with any further proxies which may be solicited by a Trust's
officers, by the Investment Adviser's personnel, by each Fund's transfer agent,
The Shareholder Services Group, Inc., by broker-dealer firms, or by Tritech, in
person, by telephone or by telegraph will be borne pro rata by each Fund based
on the number of shareholder accounts. The Funds 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
materials to and obtaining proxies from the beneficial owners of such shares.
All proxy cards solicited by the Board of Trustees that are properly
executed 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, it will be voted for the matters specified on the
proxycard. Any proxies not voted, will not be counted toward establishing a
quorum. Shareholders should note that while votes to abstain and "broker non-
votes" will be counted toward establishing a quorum, passage of any Proposal
being considered at the meeting will occur only if a sufficient number of votes
are cast for the Proposal. Accordingly, votes to abstain, broker non- votes and
votes against will have the same effect in determining whether a Proposal is
approved.
In the event that sufficient votes by the shareholders of any Fund on 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 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 which 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. A shareholder vote may be taken on one or more of the
Proposals in this Proxy Statement prior to any such adjournment if sufficient
votes have been received and it is otherwise appropriate. The costs of any
additional solicitation and of any adjourned session will be borne by the Funds
as described above.
Each Fund will furnish, without charge, a copy of the Fund's most recent
Annual Report and its Semi-Annual Report succeeding the Annual Report (if any)
to any shareholder upon request. Shareholders desiring to obtain a copy of such
reports should direct all written requests to: Thomas Otis, the Secretary of
each Trust, 24 Federal Street, Boston, Massachusetts 02110, or should call Eaton
Vance Shareholder Services at 1-800-225-6265.
Submission of Shareholder Proposals. The Trusts and the Funds do not hold
annual shareholders' meetings. Shareholders wishing to submit proposals for
inclusion in a proxy statement for a subsequent shareholders' meeting should
send their written proposals to the Secretary of the relevant Trust, 24 Federal
Street, Boston, Massachusetts 02110. Proposals must be received in advance of a
proxy solicitation to be included and the mere submission of a proposal does not
guarantee inclusion in the proxy statement because certain federal securities
law rules must be complied with.
EATON VANCE INVESTMENT TRUST
EATON VANCE MUNICIPALS TRUST
EATON VANCE MUNICIPALS TRUST II
October 27, 1995
<PAGE>
EXHIBIT A
% OF PORTFOLIO'S
NO. OF SHARES ASSETS INVESTED IN
OUTSTANDING ON AMT OBLIGATIONS ON
EV TRADITIONAL FUND OCTOBER 23, 1995 SEPTEMBER 30, 1995
- ------------ ----------------- ------------------
Florida Limited 60,535 0.0
National Limited 1,088,097 20.0
New York Limited 83,636 0.0
California 409,418 18.0
Connecticut 115,169 12.8
Florida 345,569 19.4
Florida Insured 141,452 17.8
Massachusetts 756,645 18.1
New Jersey 202,739 19.2
New York 462,694 4.4
Pennsylvania 188,568 19.5
<PAGE>
EXHIBIT B
As of September 30, 1995, the following shareholders of the specified Fund
owned of record the percentages of shares indicated after their names:
Florida Limited Fund -- NFSC FEBO #ODF-400092, Robert T. Morphy TTEE,
Robert T. Morphy REV TRUST U/A 1/11/80, 22343 Blue Water Cir #B-224, Boca
Raton, FL 33433 (40.29%), Bernard Heyman & Eve Heyman TTEES, Heyman
Revocable Living Trust U/A DTD 11/11/94, 6052 Terramere Cirecle, Boynton
Beach, FL 33437 (17.51%), PaineWebber for the Benefit of Wilson L. Davis,
4200 Belair Lane, #214, Naples, FL 33940-3149 (10.21%), Donald W. Udell &
Betty L. Udell JT TEN, 769 Eden Drive, Santa Rosa Beach, FL 32459 (9.87%),
First Albany Corporation, A/C 8234-5490, Edward F. Tuyn, 41 State Street,
Albany, NY 12207 (7.88%) and PaineWebber for the Benefit of John A.
Pauswinski Co. TTEE, John Pauswinski Revocable Tr Amended 2/3/92, 799 Chalet
Drive, Woodbridge, NJ 07095-3209 (5.73%);
National Limited Fund -- Mars & Co., c/o Investors Bank & Trust Co.,
P.O. Box 1537, Boston, MA 02205-1537 (34.84%);
New York Limited Fund -- Prudential Securities FBO Gertrude Sullivan
Carr, PO Box 305, Orchard Park, NY 14127-0305 (59.24%) and Donaldson Lufkin
Jenrette Securities Corporation Inc., P.O. Box 2052, Jersey City, NJ
07303-9998, broker-dealer, (5.64%) which they held on behalf of their
customers who are the beneficial owners of such shares (such firm has
informed the Funds that none of their customers beneficially owned more than
5% of the outstanding shares);
California Municipals Fund -- Wheat First Securities Inc., P.O. Box
6570, Glen Allen, VA 23058, broker-dealer, (25.85%) which they held on
behalf of their customers who are the beneficial owners of such shares (such
firm has informed the Funds that none of their customers beneficially owned
more than 5% of the outstanding shares), and Liz Thompson, 10 Oak Knoll
Drive, Healdsburg, CA 95448 (8.72%);
Connecticut Fund -- George J. Sherman 1989 Trust, WM T. Sherman TRS DTD
12/19/89, 12 North Main Street, West Hanford, CT 06107 (17.01%), Mary E.
Corona, 652 Prospect Street, Wethersfield, CT 06109 (7.29%), George H.
Marcinek, 15 Deer Ridge Road, Killingworth, CT 06419-2327 (7.05%), Martha W.
Duck, 7 Miles Road, Darien, CT 06820 (6.99%) and Carol Gardner Wallace, 1481
Hillside Rd., Fairfield, CT 06430 (6.08%);
Florida Fund -- BHC Securities, Inc., 2005 Market Street, Philadelphia,
PA 19103, broker-dealer, (7.12%) which they held on behalf of their
customers who are the beneficial owners of such shares (such firm has
informed the Funds that none of their customers beneficially owned more than
5% of the outstanding shares), and Smith Barney Inc., 388 Greenwich Street,
New York, NY 10013, broker-dealer, (6.57%) which they held on behalf of
their customers who are the beneficial owners of such shares (such firm has
informed the Funds that none of their customers beneficially owned more than
5% of the outstanding shares);
Florida Insured Fund -- Al Ross & Diana Ross & Adam L. Ross & Jennifer
Ross & Susie F. Ross JT/WROS, 4000 Towerside Terr #902, Miami, FL 33138
(6.10%) and Smith Barney Inc., 388 Greenwich Street, New York, NY 10013,
broker-dealer, (5.05%) which they held on behalf of their customers who are
the beneficial owners of such shares (such firm has informed the Funds that
none of their customers beneficially owned more than 5% of the outstanding
shares);
Massachusetts Fund -- Mars & Co., c/o Investors Bank & Trust Co., PO Box
1537, Boston, Ma 02205-1537 (38.14%), Jupiter & Co., c/o Investors Bank &
Trust Co., ATTN: Income Collection, PO Box 1537 Boston, MA 02205- 1537
(15.61%) and Charles C. Cunningham Jr., c/o 24 Federal Street, Boston, MA
02110 (8.00%);
New Jersey Fund -- Smith Barney Inc., 388 Greenwich Street, New York, NY
10013, broker-dealer, (9.55%) which they held on behalf of their customers
who are the beneficial owners of such shares (such firm has informed the
Funds that none of their customers beneficially owned more than 5% of the
outstanding shares);
New York Fund -- BHC Securities, Inc., Trade House Account, ATTN: Mutual
Funds Dept., One Commerce Square, 2005 Market Street, Suite 1200,
Philadelphia, PA, broker-dealer, (10.35%) which they held on behalf of their
customers who are the beneficial owners of such shares (such firm has
informed the Funds that none of their customers beneficially owned more than
5% of the outstanding shares), and Prudential Securities FBO Sylvia De
Bettini Sichel, 993 Park Ave., New York, NY 10028-0809 (7.50%);
Pennsylvania Fund -- BHC Securities, Inc., Trade House Account, ATTN:
Mutual Funds Dept., One Commerce Square, 2005 Market Street Suite 1200,
Philadelphia, PA 19103, broker-dealer, (33.09%) which they held on behalf of
their customers who are the beneficial owners of such shares (such firm has
informed the Funds that none of their customers beneficially owned more than
5% of the outstanding shares), Charles J. Venango & Margaret Venango JTWROS,
11 Indian Path Lane, Feasterville, PA 19047 (5.47%), Donaldson Lufkin
Jenrette Securities Corporation Inc., P.O. Box 2052, Jersey City, New Jersey
07303-9998, broker-dealer, (5.40%) which they held on behalf of their
customers who are the beneficial owners of such shares (such firm has
informed the Funds that none of their customers beneficially owned more than
5% of the outstanding shares), and Marion Forman, Greenhill Apts., Apt.
WB-811, 1001 City Ave., Wynnewood, PA 19096- 3902 (5.39%).
As of September 30, 1995, Merrill Lynch Pierce Fenner & Smith of
Jacksonville, FL, broker-dealer, held of record the following percentages of the
outstanding shares, which they held on behalf of their customers who are the
beneficial owners of such shares. Such firm has informed the Funds that none of
their customers beneficially owned more than 5% of the outstanding shares.
MERRILL LYNCH
PERCENTAGE
NAME OF FUND OF SHARES
------------ ---------
National Limited Fund .................................. 56.61
New York Limited Fund .................................. 24.36
California Fund ........................................ 30.95
Connecticut Fund ....................................... 9.25
Florida Insured Fund ................................... 47.57
New Jersey Fund ........................................ 13.34
New York Fund .......................................... 7.04
Pennsylvania Fund ...................................... 5.86
<PAGE>
EXHIBIT C
INVESTMENT RESTRICTIONS
[Proposed Additions in Italics and
Proposed Deletions in Brackets]
As a matter of fundamental investment policy, the Fund may not:
(1)\1/ [Purchase any security (other than U.S. Government securities) if
such purchase, at the time thereof, would, with respect to 75% of the Fund's
total assets, cause more than 5% of such assets (taken at market value) to be
invested in the securities of a single issuer, provided, however, that the Fund
may invest all or part of its investable assets in an open-end management
investment company with substantially the same investment objective, policies
and restrictions as the Fund;]
(2) Purchase securities on margin (but the Fund may obtain such short-term
credits as may be necessary for the clearance of purchases and sales of
securities). The deposit or payment by the Fund of initial or maintenance margin
in connection with futures contracts or related options transactions is not
considered the purchase of a security on margin;
(3)* Make short sales of securities or maintain a short position, unless at
all times when a short position is open the Fund owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue as, and equal in
amount to, the securities sold short, and unless not more than 25% of the Fund's
net assets (taken at current value) is held as collateral for such sales at any
one time. (The Fund will make such sales only for the purpose of deferring
realization of gain or loss for federal income tax purposes);
(4) [Purchase securities of any issuer if such purchase, at the time
thereof, would cause more than 10% of the total outstanding voting securities of
such issuer, to be held by the Fund; provided, however, that the Fund may invest
all or part of its investable assets in an open-end management investment
company with substantially the same investment objective, policies and
restrictions as the Fund;]
(5)* Purchase or retain in its portfolio any securities issued by an issuer
any of whose officers, directors, trustees or security holders is an officer or
Trustee of the Trust, or is a member, officer, director or trustee of any
investment adviser of the Fund, if after the purchase of the securities of such
issuer by the Fund one or more of such persons owns beneficially more than 1/2
of 1% of the shares or securities or both (all taken at market value) of such
issuer and such persons owning more than 1/2 of 1% of such shares or securities
together own beneficially more than 5% of such shares or securities or both (all
taken at market value);
(6) Underwrite or participate in the marketing of securities of others,
except insofar as it may technically be deemed to be an underwriter in selling a
portfolio security under circumstances which may require the registration of the
same under the Securities Act of 1933 [, or participate on a joint or a joint
and several basis in any trading account in securities];
(7) Make loans [Lend any of its funds or other assets] to any person
[directly or indirectly] except by [(i) through] (a) the acquisition of debt
instruments and making portfolio investments, (b) entering into repurchase
agreements and [(ii) through the loan of a] (c) lending portfolio securities
[security; (The purchase of a portion of an issue of debt obligations, whether
or not the purchase is made on the original issuance, is not considered the
making of a loan)];
(8)\2/ Borrow money [or pledge its assets in excess of 1/3 of the value of
its net assets (excluding the amount borrowed) and then only if such borrowing
is incurred as a temporary measure for extraordinary or emergency purposes or to
facilitate the orderly sale of portfolio securities to accommodate redemption
requests;] or issue senior securities except as permitted by the Investment
Company Act of 1940 [other than its shares of beneficial interest, except as
appropriate to evidence indebtedness, including reverse repurchase agreements,
which the Fund is permitted to incur. The Fund will not purchase securities
while outstanding borrowings, including reverse repurchase agreements, exceed 5%
of its total assets; provided, however, that the Fund may increase its interest
in an open-end management investment company with substantially the same
investment objective, policies and restrictions as the Fund while such
borrowings are outstanding. The deposit of cash, cash equivalents and liquid
debt securities in a segregated account with the Fund's custodian and/or with a
broker in connection with futures contracts or related options transactions and
the purchase of securities on a " when-issued" basis are not deemed to be a
pledge];
(9) [Invest for the purpose of exercising control or management of other
companies; provided, however, that the Fund may invest all or part of its
investable assets in an open-end management investment company with
substantially the same investment objective, policies and restrictions as the
Fund;]
(10)\3/ Purchase or sell real estate [, although it may purchase and sell
securities which are secured by real estate and securities of companies which
invest or deal in real estate] (including limited partnership interests in real
estate, but excluding readily marketable interests in real estate investment
trusts or readily marketable securities of companies which invest or deal in
real estate or securities which are secured by real estate);
(11)\4/ Purchase or sell physical commodities or [futures] contracts for the
purchase or sale of physical commodities [, provided that the Fund may enter
into all types of futures contracts on securities and on securities, economic
and other indices and may purchase and sell options on such futures contracts]
(12) [Buy investment securities from or sell them to any of its officers or
Trustees of the Trust, its investment adviser or its underwriter, as principal
(or, for some Funds, " its principal underwriter" ); however, any such person or
concerns may be employed as a broker upon customary terms;]
(13)* Purchase oil, gas or other mineral leases or purchase partnership
interests in oil, gas or other mineral exploration or development programs; or
(14)\5/ [Purchase securities issued by any other open-end investment company
or investment trust; provided, however, that the Fund may invest all or part of
its investable assets in an open-end management investment company with
substantially the same investment objective, policies and restrictions as the
Fund.]
(15) Notwithstanding the investment policies and restrictions of the Fund,
the Fund may invest all or part of its investable assets in an open-end
management investment company with substantially the same investment objective,
policies and restrictions as the Fund.
- ----------
\1/Only the California Fund has this restriction so shareholders of other Funds
will not vote to eliminate this restriction. If Proposal 3 is approved, the
California Fund will eliminate this restriction.
\2/The first clause of the second sentence of this restriction is "The Fund will
not purchase securities while outstanding temporary bank borrowings exceed 5%
of its total assets;'" for the California, Florida and New York Funds.
\3/All Funds, except the California, Florida and New York Funds, have this
restriction in its proposed form so only shareholders of those three Funds
will vote to amend this restriction.
\4/The California, Florida and New York Funds have this restriction in its
proposed form so shareholders of those Funds will not vote to amend this
restriction.
\5/Only shareholders of the California Fund will vote to eliminate this
restriction. The other Funds do not have this restriction.
*This restriction would become nonfundamental if Proposal 2 is approved.
<PAGE>
(EXCEPT FOR NAME CHANGES, AN IDENTICAL CARD WAS PREPARED
FOR EACH FLORIDA FUND OF MUNICIPALS TRUST)
EV MARATHON FLORIDA TAX FREE FUND THIS PROXY IS SOLICITED
(A SERIES OF EATON VANCE MUNICIPALS TRUST) ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, revoking previous proxies
for such shares, hereby appoints M. Dozier Gardner, H. Day Brigham, Jr., and
Thomas Otis, or any of them, attorneys of the undersigned with full power of
substitution, to vote all shares of the above-referenced fund (the "Fund") which
the undersigned is entitled to vote at the Special Meeting of Shareholders to be
held on December 8, 1995 at the principal office of the Trust, 24 Federal
Street, Boston, Massachusetts 02110, commencing at 10:00 A.M. (Boston time), and
at any and all adjournments thereof. Receipt of the Notice of and Proxy
Statement for said Meeting is acknowledged.
The shares represented by this proxy will be voted as specified on the reverse
side by the undersigned. Note: This proxy must be returned in order for your
shares to be voted. ----
Shareholder sign here: --------------------------------------------------------
Co-owner sign here: -----------------------------------------------------------
Dated: ____________________________
Please sign exactly as your
name or name(s) appear at right.
<PAGE>
The Trustees recommend a VOTE IN FAVOR OF the following matters. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF ALL SUCH MATTERS.
1. To approve an amendment to
the Fund's investment policy
concerning municipal investments
as described in Proposal 1 of
the Proxy Statement. FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
2. To approve the revision of certain of the Fund's fundamental investment
restrictions as set forth in Exhibit C to the Proxy Statement as follows:
2A. Eliminate the restriction
concerning transactions
with affiliates. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2A.
2B. Eliminate the restriction
concerning investing for
control. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2B.
2C. Eliminate the restriction
concerning joint
transactions. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2C.
2D. Reclassify the restriction
concerning short sales. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2D.
2E. Reclassify the restriction
concerning investment in
affiliated issuers. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2E.
2F. Reclassify the restriction
concerning investment in
exploration companies. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2F.
2G. Eliminate the restriction
concerning diversification
of assets. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2G.
2H. Amend the restriction
concerning underwriting. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2H.
2I. Amend the restriction
concerning investing in
real estate. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2I.
2J. Amend the restriction
concerning lending. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2J.
2K. Amend the restriction
concerning borrowing,
pledging and senior
securities. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2K.
2L. Clarify the restrictions
concerning investing in another
investment company. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2L.
AS TO ANY OTHER MATTER, SAID ATTORNEYS SHALL VOTE IN ACCORDANCE WITH THEIR
JUDGMENT.
<PAGE>
(EXCEPT FOR NAME CHANGES, AN IDENTICAL CARD WAS PREPARED
FOR EACH NEW YORK FUND OF MUNICIPALS TRUST)
EV MARATHON NEW YORK TAX FREE FUND THIS PROXY IS SOLICITED
(A SERIES OF EATON VANCE MUNICIPALS TRUST) ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, revoking previous proxies
for such shares, hereby appoints M. Dozier Gardner, H. Day Brigham, Jr., and
Thomas Otis, or any of them, attorneys of the undersigned with full power of
substitution, to vote all shares of the above-referenced fund (the "Fund") which
the undersigned is entitled to vote at the Special Meeting of Shareholders to be
held on December 15, 1995 at the principal office of the Trust, 24 Federal
Street, Boston, Massachusetts 02110, commencing at 10:00 A.M. (Boston time), and
at any and all adjournments thereof. Receipt of the Notice of and Proxy
Statement for said Meeting is acknowledged.
The shares represented by this proxy will be voted as specified on the reverse
side by the undersigned. Note: This proxy must be returned in order for your
shares to be voted. ----
Shareholder sign here: --------------------------------------------------------
Co-owner sign here: -----------------------------------------------------------
Dated: ____________________________
Please sign exactly as your
name or name(s) appear at right.
<PAGE>
The Trustees recommend a VOTE IN FAVOR OF the following matters. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF ALL SUCH MATTERS.
1. To approve an amendment to
the Fund's investment policy
concerning municipal investments
as described in Proposal 1 of
the Proxy Statement. FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
2. To approve the revision of certain of the Fund's fundamental investment
restrictions as set forth in Exhibit C to the Proxy Statement as follows:
2A. Eliminate the restriction
concerning transactions
with affiliates. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2A.
2B. Eliminate the restriction
concerning investing for
control. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2B.
2C. Eliminate the restriction
concerning joint
transactions. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2C.
2D. Reclassify the restriction
concerning short sales. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2D.
2E. Reclassify the restriction
concerning investment in
affiliated issuers. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2E.
2F. Reclassify the restriction
concerning investment in
exploration companies. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2F.
2G. Eliminate the restriction
concerning diversification
of assets. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2G.
2H. Amend the restriction
concerning underwriting. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2H.
2I. Amend the restriction
concerning investing in
real estate. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2I.
2J. Amend the restriction
concerning lending. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2J.
2K. Amend the restriction
concerning borrowing,
pledging and senior
securities. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2K.
2L. Clarify the restrictions
concerning investing in another
investment company. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2L.
AS TO ANY OTHER MATTER, SAID ATTORNEYS SHALL VOTE IN ACCORDANCE WITH THEIR
JUDGMENT.
<PAGE>
(AN IDENTICAL CARD WAS PREPARED FOR EACH FUND OF
MUNICIPALS TRUST EXCEPT CALIFORNIA, NEW YORK
AND FLORIDA FUNDS AND EXCEPT THAT THE MEETING
FOR THE ARIZONA, COLORADO, CONNECTICUT, MICHIGAN,
MINNESOTA, MASSACHUSETTS, OHIO, NEW JERSEY, PENNSYLVANIA
& TEXAS FUNDS WILL BE HELD DECEMBER 8, 1995)
EV MARATHON COLORADO TAX FREE FUND THIS PROXY IS SOLICITED
(A SERIES OF EATON VANCE MUNICIPALS TRUST) ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, revoking previous proxies
for such shares, hereby appoints M. Dozier Gardner, H. Day Brigham, Jr., and
Thomas Otis, or any of them, attorneys of the undersigned with full power of
substitution, to vote all shares of the above-referenced fund (the "Fund") which
the undersigned is entitled to vote at the Special Meeting of Shareholders to be
held on December 15, 1995 at the principal office of the Trust, 24 Federal
Street, Boston, Massachusetts 02110, commencing at 10:00 A.M. (Boston time), and
at any and all adjournments thereof. Receipt of the Notice of and Proxy
Statement for said Meeting is acknowledged.
The shares represented by this proxy will be voted as specified on the reverse
side by the undersigned. Note: This proxy must be returned in order for your
shares to be voted. ----
Shareholder sign here: --------------------------------------------------------
Co-owner sign here: -----------------------------------------------------------
Dated: ____________________________
Please sign exactly as your
name or name(s) appear at right.
<PAGE>
The Trustees recommend a VOTE IN FAVOR OF the following matters. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF ALL SUCH MATTERS.
1. To approve an amendment to
the Fund's investment policy
concerning municipal investments
as described in Proposal 1 of
the Proxy Statement. FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
2. To approve the revision of certain of the Fund's fundamental investment
restrictions as set forth in Exhibit C to the Proxy Statement as follows:
2A. Eliminate the restriction
concerning transactions
with affiliates. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2A.
2B. Eliminate the restriction
concerning investing for
control. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2B.
2C. Eliminate the restriction
concerning joint
transactions. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2C.
2D. Reclassify the restriction
concerning short sales. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2D.
2E. Reclassify the restriction
concerning investment in
affiliated issuers. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2E.
2F. Reclassify the restriction
concerning investment in
exploration companies. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2F.
2G. Eliminate the restriction
concerning diversification
of assets. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2G.
2H. Amend the restriction
concerning underwriting. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2H.
2I. Amend the restriction
concerning investing in
futures transactions. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2I.
2J. Amend the restriction
concerning lending. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2J.
2K. Amend the restriction
concerning borrowing,
pledging and senior
securities. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2K.
2L. Clarify the restrictions
concerning investing in another
investment company. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2L.
AS TO ANY OTHER MATTER, SAID ATTORNEYS SHALL VOTE IN ACCORDANCE WITH THEIR
JUDGMENT.
<PAGE>
(AN IDENTICAL CARD WAS PREPARED FOR EACH OF THE
CLASSIC AND TRADITIONAL CALIFORNIA
MUNICIPALS FUNDS OF MUNICIPALS TRUST)
EV MARATHON CALIFORNIA MUNICIPALS FUND THIS PROXY IS SOLICITED
(A SERIES OF EATON VANCE MUNICIPALS TRUST) ON BEHALF OF THE BOARD OF
TRUSTEES OF THE TRUST
KNOW ALL MEN BY THESE PRESENTS: That the undersigned, revoking previous proxies
for such shares, hereby appoints M. Dozier Gardner, H. Day Brigham, Jr., and
Thomas Otis, or any of them, attorneys of the undersigned with full power of
substitution, to vote all shares of the above-referenced fund (the "Fund") which
the undersigned is entitled to vote at the Special Meeting of Shareholders to be
held on December 8, 1995 at the principal office of the Trust, 24 Federal
Street, Boston, Massachusetts 02110, commencing at 10:00 A.M. (Boston time), and
at any and all adjournments thereof. Receipt of the Notice of and Proxy
Statement for said Meeting is acknowledged.
The shares represented by this proxy will be voted specified on the reverse side
by the undersigned. Note: This proxy must be returned in order for your shares
to be voted. ----
Shareholder sign here: --------------------------------------------------------
Co-owner sign here: -----------------------------------------------------------
Dated: ____________________________
Please sign exactly as your
name or name(s) appear at right.
<PAGE>
The Trustees recommend a VOTE IN FAVOR OF the following matters. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED IN FAVOR OF ALL SUCH MATTERS.
1. To approve an amendment to
the Fund's investment policy
concerning municipal investments
as described in Proposal 1 of
the Proxy Statement. FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
2. To approve the revision of certain of the Fund's fundamental investment
restrictions as set forth in Exhibit C to the Proxy Statement as follows:
2A. Eliminate the restriction
concerning transactions
with affiliates. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2A.
2B. Eliminate the restriction
concerning investing for
control. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2B.
2C. Eliminate the restriction
concerning joint
transactions. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2C.
2D. Reclassify the restriction
concerning short sales. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2D.
2E. Reclassify the restriction
concerning investment in
affiliated issuers. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2E.
2F. Reclassify the restriction
concerning investment in
exploration companies. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2F.
2G. Amend the restriction
concerning underwriting. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2G.
2H. Amend the restriction
concerning investing in real
estate. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2H.
2I. Amend the restriction
concerning lending. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2I.
2J. Amend the restriction
concerning borrowing,
pledging and senior
securities. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2J.
2K. Eliminate the restriction
prohibiting investing in
investment companies. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2K.
2L. Clarify the restrictions
concerning investing in another
investment company. FOR [ ] AGAINST [ ] ABSTAIN [ ] 2L.
3. To change the Fund's
diversification status from
diversified to non-
diversified. FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
AS TO ANY OTHER MATTER, SAID ATTORNEYS SHALL VOTE IN ACCORDANCE WITH THEIR
JUDGMENT.
