<PAGE>
As filed with the Securities and Exchange Commission on October 16, 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:
[x] Preliminary Proxy Statement
[ ] 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 Investment Trust
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] $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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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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<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 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 Fund shareholders
only, to change the Fund's status from diversified to non-diversified.
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 the Board of Trustees
Thomas J. Fetter, President
THIS IS A VERY IMPORTANT MEETING. IF YOU DO NOT PLAN
TO ATTEND IN PERSON, PLEASE SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD TODAY.
<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 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 ARIZONA, CALIFORNIA,
COLORADO, CONNECTICUT, FLORIDA, MASSACHUSETTS, MICHIGAN, MINNESOTA, NEW JERSEY,
OHIO, PENNSYLVANIA AND TEXAS 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 FUNDS WILL MEET ON DECEMBER 15,
1995 AND THE FLORIDA INSURED 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
primarily in municipal obligations the interest on which is exempt
from regular federal income tax and (except in the case of the
National Limited Maturity Tax Free 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.
2. FOR EACH MUNICIPALS TRUST FUND AND THE CONNECTICUT, MICHIGAN AND
OHIO LIMITED MATURITY TAX FREE 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 the Board of Trustees
October 27, 1995 Thomas Otis, Secretary
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
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 30, 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 ARIZONA, CALIFORNIA,
COLORADO, CONNECTICUT, FLORIDA, MASSACHUSETTS, MICHIGAN, MINNESOTA, NEW JERSEY,
OHIO, PENNSYLVANIA AND TEXAS 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 FUNDS WILL MEET ON DECEMBER 15,
1995 AND THE FLORIDA INSURED 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 To be voted on by each Fund
Fund's policy con-
cerning the muni-
cipal obligations
in which it invests
2 To eliminate, To be voted on by each Municipals
reclassify or Trust Fund, and the Connecticut
amend certain Limited Fund, the Michigan Limited
fundamental Fund and the Ohio Limited Fund
investment
restrictions
3 To change the To be voted on by the California
Fund's diversi- Fund
fication status
from diversified
to non-diversified
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
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 investments 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 federal 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
policy. The foregoing 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 policy 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.
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 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. Moreover, 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.
The federal AMT is generally applicable to only 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, each Portfolio will also be permitted to
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). 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
permit the California Portfolio, Minnesota Portfolio and Tennessee Portfolio to
invest up to 35% of its total assets 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.) 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, each Fund (except the California
Fund) and each Portfolio would change 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.
- --------
(1)The Minnesota Fund would continue, however, to invest 95% of its assets in
specified Minnesota sources, as described in the Prospectus.
<PAGE>
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 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 Eaton Vance Management or its affiliates
("EVM"), so the uniformity of such restrictions will serve to facilitate EVM'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).
ELIMINATION OF CERTAIN RESTRICTIONS
The Trustees propose to eliminate Restriction (1), Restriction (4),
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 (1) (which applies only to the California Fund) and
Restriction (4) concern the diversification of assets by issuer. These
restrictions do not apply to nondiversified funds and are not required (in the
case of a diversified fund) to be fundamental. All the Funds (except the
California Fund) are nondiversified and, if Proposal 3 is approved, the
California Fund will become nondiversified.
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.
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.
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 reclassified and 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.
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 EVM
or 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.
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.
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 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 the Proposal is not approved
with respect to a Fund, 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. Pursuant to the Act, a change in the California
Fund's diversification status requires shareholder approval. 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, the Fund would be
subject to the foregoing with respect to only 50% of its assets.
The Fund will also vote on a parallel proposed 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).
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 ability. 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.
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: The Shareholder
Services Group, Inc., Eaton Vance Group of Funds, Proxy Department, P.O. Box
9122, Hingham, MA 02043-9717.
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 ratably by its Funds. 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 Municipals
Trust, Municipals Trust II and Investment Trust will pay an estimated fee of
approximately $_______, $_______ and $_______, respectively, plus out-of-pocket
expenses, which will be borne ratably by the Funds of such Trust. 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 transfer agent, The Shareholder Services Group, Inc., by
broker-dealer firms, or by Tritech, in person, by telephone or by telegraph will
be borne ratably by each Fund. 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 in
favor of any Proposal set forth in the Notice of this meeting are not received
by the meeting date, the persons named as attorneys in the enclosed proxy may
propose one or more adjournments of the meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of the
holders of a majority of the shares 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 ratably by the Funds.
Each Fund will furnish, without charge, a copy of the Fund's Annual
Report and its most recent Semi-Annual Report succeeding the Annual Report 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 Port-
folio's assets
invested in AMT
EV Classic No. of Shares Outstanding obligations
Fund on October 23, 1995 on 9/30/95
- ---------- ------------------------- ----------------
California Limited 1.5
Connecticut Limited 6.4
Florida Limited 0.0
Massachusetts Limited 9.6
Michigan Limited 6.1
National Limited 20.0
New York Limited 0.0
New Jersey Limited 7.9
Ohio Limited 13.6
Pennsylvania Limited 0.0
Alabama 9.1
Arkansas 17.5
Arizona 5.3
California 18.0
Colorado 9.4
Connecticut 12.8
Florida 19.4
Florida Insured 17.8
Georgia 14.2
Hawaii 19.1
Kansas 4.1
Kentucky 16.7
Louisiana 18.2
Maryland 15.1
Massachusetts 18.1
Michigan 4.8
Minnesota 14.1
Mississippi 13.5
Missouri 9.9
New Jersey 19.2
New York 4.4
North Carolina 8.2
Ohio 17.9
Oregon 15.7
Pennsylvania 19.5
Rhode Island 19.5
South Carolina 18.5
Tennessee 14.3
Texas 19.7
Virginia 16.7
West Virginia 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:
<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 of 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)];
- --------
1Only the California Fund has this restriction so shareholders of other
Funds will not vote to eliminate this restriction.
*This restriction would become nonfundamental if Proposal 2 is
approved.
<PAGE>
(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 restriction 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.
- --------
2The 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.
3All 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.
4The 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.
5Only 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 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 Fund shareholders
only, to change the Fund's status from diversified to non-diversified.
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 the Board of Trustees
Thomas J. Fetter, President
THIS IS A VERY IMPORTANT MEETING. IF YOU DO NOT PLAN
TO ATTEND IN PERSON, PLEASE SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD TODAY.
<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
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 ARIZONA, CALIFORNIA, COLORADO, CONNECTICUT, FLORIDA, MASSACHUSETTS,
MICHIGAN, MINNESOTA, NEW JERSEY, OHIO, PENNSYLVANIA AND TEXAS 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 FUNDS WILL MEET ON DECEMBER
15, 1995 AND THE FLORIDA INSURED 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
primarily in municipal obligations the interest on which is exempt
from regular federal income tax and (except in the case of the
National Limited Maturity Tax Free 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.
2. FOR EACH MUNICIPALS TRUST FUND AND THE CONNECTICUT, MICHIGAN AND
OHIO LIMITED MATURITY TAX FREE 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 the Board of Trustees
October 27, 1995 Thomas Otis, Secretary
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
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 30, 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 ARIZONA, CALIFORNIA, COLORADO, CONNECTICUT, FLORIDA, MASSACHUSETTS,
MICHIGAN, MINNESOTA, NEW JERSEY, OHIO, PENNSYLVANIA AND TEXAS 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 FUNDS WILL MEET ON DECEMBER
15, 1995 AND THE FLORIDA INSURED 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 To be voted on by each Fund
Fund's policy con-
cerning the muni-
cipal obligations
in which it invests
2 To eliminate, To be voted on by each Municipals
reclassify or Trust Fund, and the Connecticut
amend certain Limited Fund, the Michigan Limited
fundamental Fund and the Ohio Limited Fund
investment
restrictions
3 To change the To be voted on by the California
Fund's diversi- Fund
fication status
from diversified
to non-diversified
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
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 investments 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 federal 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
policy. The foregoing 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 policy 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.
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 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. Moreover, 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.
- --------
\1/The Minnesota Fund would continue, however, to invest 95% of its assets in
specified Minnesota sources, as described in the Prospectus.
The federal AMT is generally applicable to only 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, each Portfolio will also be permitted to
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). 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
permit the California Portfolio, Minnesota Portfolio and Tennessee Portfolio to
invest up to 35% of its total assets 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.) 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, each Fund (except the California
Fund) and each Portfolio would change 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 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 Eaton Vance Management or its affiliates
("EVM"), so the uniformity of such restrictions will serve to facilitate EVM'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).
ELIMINATION OF CERTAIN RESTRICTIONS
The Trustees propose to eliminate Restriction (1), Restriction (4),
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 (1) (which applies only to the California Fund) and
Restriction (4) concern the diversification of assets by issuer. These
restrictions do not apply to nondiversified funds and are not required (in the
case of a diversified fund) to be fundamental. All the Funds (except the
California Fund) are nondiversified and, if Proposal 3 is approved, the
California Fund will become nondiversified.
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.
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.
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 reclassified and 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.
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 EVM
or 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.
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.
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 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 the Proposal is not approved
with respect to a Fund, 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. Pursuant to the Act, a change in the California
Fund's diversification status requires shareholder approval. 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, the Fund would be
subject to the foregoing with respect to only 50% of its assets.
The Fund will also vote on a parallel proposed 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).
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 ability. 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.
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: The Shareholder
Services Group, Inc., Eaton Vance Group of Funds, Proxy Department, P.O. Box
9122, Hingham, MA 02043-9717.
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 ratably by its Funds. 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 Municipals
Trust, Municipals Trust II and Investment Trust will pay an estimated fee of
approximately $_______, $_______ and $_______, respectively, plus out-of-pocket
expenses, which will be borne ratably by the Funds of such Trust. 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 transfer agent, The Shareholder Services Group, Inc., by
broker-dealer firms, or by Tritech, in person, by telephone or by telegraph will
be borne ratably by each Fund. 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 in
favor of any Proposal set forth in the Notice of this meeting are not received
by the meeting date, the persons named as attorneys in the enclosed proxy may
propose one or more adjournments of the meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of the
holders of a majority of the shares 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 ratably by the Funds.
Each Fund will furnish, without charge, a copy of the Fund's Annual
Report and its most recent Semi-Annual Report succeeding the Annual Report 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 Port-
folio's assets
invested in AMT
EV Marathon No. of Shares Outstanding obligations
Fund on October 23, 1995 on 9/30/95
- ----------- ------------------------- --------------
Arizona Limited 0.0
California Limited 1.5
Connecticut Limited 6.4
Florida Limited 0.0
Massachusetts Limited 9.6
Michigan Limited 6.1
National Limited 20.0
New York Limited 0.0
New Jersey Limited 7.9
North Carolina Limited 9.0
Ohio Limited 13.6
Pennsylvania Limited 0.0
Virginia Limited 3.6
Alabama 9.1
Arkansas 17.5
Arizona 5.3
California 18.0
Colorado 9.4
Connecticut 12.8
Florida 19.4
Florida Insured 17.8
Georgia 14.2
Hawaii 19.1
Kansas 4.1
Kentucky 16.7
Louisiana 18.2
Maryland 15.1
Massachusetts 18.1
Michigan 4.8
Minnesota 14.1
Mississippi 13.5
Missouri 9.9
New Jersey 19.2
New York 4.4
North Carolina 8.2
Ohio 17.9
Oregon 15.7
Pennsylvania 19.5
Rhode Island 19.5
South Carolina 18.5
Tennessee 14.3
Texas 19.7
Virginia 16.7
West Virginia 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 -- 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 -- 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 -- 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
NAME OF FUND PERCENTAGE 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 of 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);
- --------
1Only the California Fund has this restriction so shareholders of other
Funds will not vote to eliminate this restriction.
*This restriction would become nonfundamental if Proposal 2 is
approved.
<PAGE>
(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 restriction as the
Fund;]
- --------
2The 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.
<PAGE>
(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.
- --------
3All 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.
4The 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.
5Only 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 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 Fund shareholders
only, to change the Fund's status from diversified to non-diversified.
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 the Board of Trustees
Thomas J. Fetter, President
THIS IS A VERY IMPORTANT MEETING. IF YOU DO NOT PLAN
TO ATTEND IN PERSON, PLEASE SIGN, DATE AND RETURN
THE ENCLOSED PROXY CARD TODAY.
<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 FUNDS WILL MEET ON DECEMBER 15,
1995, AND THE NATIONAL LIMITED 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, Eaton Vance Massachusetts Municipal
Bond Fund, 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, CONNECTICUT, FLORIDA,
MASSACHUSETTS, NEW JERSEY AND PENNSYLVANIA 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
primarily in municipal obligations the interest on which is exempt
from regular federal income tax and (except in the case of the
National Limited Maturity Tax Free Fund) from the State taxes that,
in accordance with the Fund's investment objective, the Fund seeks
to avoid.
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 the Board of Trustees
October 27, 1995 Thomas Otis, Secretary
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
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 30, 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 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, Eaton Vance Massachusetts Municipal
Bond Fund, 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, CONNECTICUT, FLORIDA,
MASSACHUSETTS, NEW JERSEY AND PENNSYLVANIA 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 To be voted on by each Fund
Fund's policy con-
cerning the muni-
cipal obligations
in which it invests
2 To eliminate, To be voted on by each Municipals
reclassify or Trust Fund
amend certain
fundamental
investment
restrictions
3 To change the To be voted on by the California
Fund's diversi- Fund
fication status
from diversified
to non-diversified
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 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 federal 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
policy. The foregoing 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 policy 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.
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 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. Moreover, 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.
The federal AMT is generally applicable to only 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, each Portfolio will also be permitted to
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). 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
permit the California Portfolio to invest up to 35% of its total assets in
obligations issued by the Territories, provided that the interest on such
obligations is exempt from regular federal income tax and relevant State taxes.
In connection with this policy change, each Fund (except the California
Fund and Massachusetts Fund) and each Portfolio would change 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 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 Eaton Vance Management or its affiliates
("EVM"), so the uniformity of such restrictions will serve to facilitate EVM'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).
ELIMINATION OF CERTAIN RESTRICTIONS
The Trustees propose to eliminate Restriction (1), Restriction (4),
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 (1) (which applies only to the California Fund) and
Restriction (4) concern the diversification of assets by issuer. These
restrictions do not apply to nondiversified funds and are not required (in the
case of a diversified fund) to be fundamental. All the Funds (except the
California Fund) are nondiversified and, if Proposal 3 is approved, the
California Fund will become nondiversified.
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.
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.
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 reclassified and 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.
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 EVM
or 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.
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.
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 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 the Proposal is not approved
with respect to a Fund, 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. Pursuant to the Act, a change in the California
Fund's diversification status requires shareholder approval. 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, the Fund would be
subject to the foregoing with respect to only 50% of its assets.
The Fund will also vote on a parallel proposed 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).
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 ability. 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.
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: The Shareholder
Services Group, Inc., Eaton Vance Group of Funds, Proxy Department, P.O. Box
9122, Hingham, MA 02043-9717.
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 ratably by its Funds. 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 Municipals
Trust, Municipals Trust II and Investment Trust will pay an estimated fee of
approximately $_______, $_______ and $_______, respectively, plus out-of-pocket
expenses, which will be borne ratably by the Funds of such Trust. 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 transfer agent, The Shareholder Services Group, Inc., by
broker-dealer firms, or by Tritech, in person, by telephone or by telegraph will
be borne ratably by each Fund. 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 in
favor of any Proposal set forth in the Notice of this meeting are not received
by the meeting date, the persons named as attorneys in the enclosed proxy may
propose one or more adjournments of the meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of the
holders of a majority of the shares 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 ratably by the Funds.
Each Fund will furnish, without charge, a copy of the Fund's Annual
Report and its most recent Semi-Annual Report succeeding the Annual Report 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 Port-
folio's assets
invested in AMT
EV Traditional No. of Shares Outstanding obligations
Fund on October 23, 1995 on 9/30/95
- -------------- -------------------------- -----------------
Florida Limited 0.0
National Limited 20.0
New York Limited 0.0
California 18.0
Connecticut 12.8
Florida 19.4
Florida Insured 17.8
Massachusetts 18.1
New Jersey 19.2
New York 4.4
Pennsylvania 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:
<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 of 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;]
--------
1Only the California Fund has this restriction so shareholders of other
Funds will not vote to eliminate this restriction.
*This restriction would become nonfundamental if Proposal 2 is approved.
<PAGE>
(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];
- --------
2The 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.
*This restriction would become nonfundamental if Proposal 2 is approved.
<PAGE>
(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 restriction 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
- --------
3All 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.
4The 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.
<PAGE>
(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.
- --------
5Only 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>
(A CARD TO BE PREPARED FOR EACH CONNECTICUT,
OHIO AND MICHIGAN LIMITED FUNDS OF INVESTMENT TRUST)
EV ________ __________ THIS PROXY IS SOLICITED
LIMITED MATURITY TAX FREE FUND ON BEHALF OF THE BOARD OF
(A SERIES OF EATON VANCE INVESTMENT TRUSTEES OF THE TRUST
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 on the following matters as
specified on the reverse side by the undersigned. If no specification is made,
this proxy will be voted in favor of all such matters. Note: This proxy must be
returned in order for your shares to be voted.
THE TRUSTEES RECOMMEND A VOTE
IN FAVOR OF ALL MATTERS
------------------------------
------------------------------
Please sign exactly as your
name or names appear at left.
Dated:__________________________
EV ________ __________ LIMITED MATURITY TAX FREE FUND
<PAGE>
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.
EV ________ __________ LIMITED MATURITY TAX FREE FUND
<PAGE>
(A CARD TO BE PREPARED FOR EACH FUND OF
INVESTMENT TRUST, EXCEPT THE CONNECTICUT, OHIO AND
MICHIGAN LIMITED FUNDS)
EV ________ __________ THIS PROXY IS SOLICITED
LIMITED MATURITY TAX FREE FUND ON BEHALF OF THE BOARD OF
(A SERIES OF EATON VANCE INVESTMENT TRUSTEES OF THE TRUST
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 __, 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 on the following matter as
specified on the reverse side by the undersigned. If no specification is made,
this proxy will be voted in favor of such matter. Note: This proxy must be
returned in order for your shares to be voted.
THE TRUSTEES RECOMMEND A VOTE
IN FAVOR OF THE MATTER
-----------------------------------
-----------------------------------
Please sign exactly as your name or
names appear at left.
Dated:______________________________
EV ________ __________ LIMITED MATURITY TAX FREE FUND
<PAGE>
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.
As to any other matter, said attorneys shall vote in accordance with their
judgment.
EV ________ __________ LIMITED MATURITY TAX FREE FUND
