EATON VANCE INVESTMENT FUND INC, PRER14A, 1995-06-29

EATON VANCE INVESTMENT FUND INC
PRER14A, 1995-06-29

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As filed with the Securities and Exchange Commission on
June 29, 1995.

33-36507
811-06157

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. 1)
_
Filed by the registrant |X|
Filed by a party other than the registrant |_|

EATON VANCE INVESTMENT FUND, INC.

(Name of Registrant as Specified in Its Charter)

EATON VANCE INVESTMENT FUND, INC.
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (check the appropriate box):

_
| |
$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
_
|_|$500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
_
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

_
| |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.

<PAGE>
(1) Amount previously paid:
(2) Form, schedule or registration statement number:
(3) Filing party:
(4) Date filed:

Page 1 of __ total pages

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EV MARATHON
STRATEGIC INCOME FUND
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110

July 14, 1995

Dear Shareholder:

You are cordially invited to attend a Special Meeting of Shareholders of EV
Marathon Strategic Income Fund (the "Fund") to be held at the offices of the
Fund, 24 Federal Street, Boston, Massachusetts 02110 at 11:15 a.m. (Boston time)
on August 30, 1995.

At this meeting you will be asked to consider an Agreement and Plan of
Reorganization under which the Fund will be reorganized from a series fund of
Eaton Vance Investment Fund, Inc., a Maryland corporation, to a series fund of
Eaton Vance Government Obligations Trust, a Massachusetts business trust. The
proposed Reorganization is intended to help the Fund reduce operating costs,
thereby enhancing long-term returns, and improve operational flexibility. The
investment objective and policies of the Fund will remain the same.

A formal Notice of Special Meeting of Shareholders, the Proxy Statement, and a
form of proxy are enclosed for your review and use.

Your Directors recommend that you vote in favor of the proposed Reorganization.
The Directors unanimously approved the Agreement and Plan of Reorganization and
determined that the Reorganization is in the best interest of the Fund and will
not result in dilution of the interest of the shareholders of the Fund.

Whether or not you attend the meeting, it is important that your shares be
represented. Therefore, please complete and send in your proxy.

Sincerely,

James B. Hawkes
President

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EV MARATHON
STRATEGIC INCOME FUND
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 30, 1995

To the Shareholders of EV Marathon Strategic Income Fund

A Special Meeting of Shareholders of EV Marathon Strategic Income Fund (the
"Fund") will be held at the offices of the Fund, 24 Federal Street, Boston,
Massachusetts 02110, on August 30, 1995 at 11:15 a.m. (Boston time), for the
following purposes:

(1) To consider and act upon a proposal to approve an Agreement and Plan of
Reorganization pursuant to which the Fund will be reorganized from a series fund
of Eaton Vance Investment Fund, Inc., a Maryland corporation, to a series fund
of Eaton Vance Government Obligations Trust, a Massachusetts business trust.

(2) 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
Meeting or any adjourned session thereof.

YOUR DIRECTORS RECOMMEND THAT YOU VOTE IN FAVOR OF ITEM (1)

The Directors have fixed the close of business on July 5, 1995 as the record
date for the determination of the shareholders of the Fund entitled to notice of
and to vote at the Meeting and any adjournments thereof.

By Order of the Board of Directors,

Thomas Otis, Secretary

July 14, 1995

IMPORTANT - Shareholders can help the Directors avoid the necessity and
additional expense to the 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>
EV MARATHON
STRATEGIC INCOME FUND
24 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110

July 14, 1995

PROXY STATEMENT
FOR THE SPECIAL MEETING OF SHAREHOLDERS

A proxy is enclosed with the foregoing Notice of the Special Meeting of
Shareholders of EV Marathon Strategic Income Fund (the "Fund"), a series of
Eaton Vance Investment Fund, Inc. (the "Corporation"), a Maryland corporation,
to be held on August 30, 1995, for the benefit of shareholders who do not expect
to be present at the meeting. This proxy is solicited on behalf of the Directors
of the Corporation and is revocable by the person giving it prior to exercise by
a signed writing filed with the Fund's transfer agent, The Shareholder Services
Group, Inc., BOS725, P.O. Box 1559, Boston, MA 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 his or her proxy to be voted upon the matters referred to in the proxy;
in the absence of such specification, a proxy will authorize the persons named
as attorneys, or any of them, to vote in favor of each such matter. This proxy
material is being initially mailed to shareholders on or about July 14, 1995.

The Directors have fixed the close of business on July 5, 1995, as the record
date for the determination of the shareholders entitled to notice of and to vote
at the meeting and any adjournments thereof. Shareholders at the close of
business on the record date will be entitled to one vote for each share held. As
of July 5, 1995, the number of shares of beneficial interest of the Fund
outstanding was .

As of July 5, 1995, , and , held of record the following percentages of the
outstanding shares of the Fund: %, % and %, respectively. To the knowledge of
the Fund, no other person owns (of record or beneficially) more than 5% of its
outstanding shares.

The Fund is a series of the Corporation which was incorporated in Maryland on
October 4, 1990, under Articles of Organization (the "Articles"), as amended
from time to time.

The Directors know of no matter other than that mentioned in Proposal 1 of the
Notice which will be presented at the meeting. If any other matter is properly
presented at the meeting, it is the intention of the persons named as attorneys
in
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the enclosed proxy to vote the proxies in accordance with their judgment in
regard to such matter.

PROPOSAL 1. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION PROVIDING FOR THE
REORGANIZATION OF THE FUND FROM A SERIES FUND OF EATON VANCE INVESTMENT FUND,
INC. TO A SERIES FUND OF EATON VANCE GOVERNMENT OBLIGATIONS TRUST

GENERAL

The Directors of the Corporation have unanimously approved, subject to the
approval of shareholders of the Fund, an Agreement and Plan of Reorganization
(the "Reorganization Agreement") in the form attached to this Proxy Statement as
Exhibit A. The Reorganization Agreement provides for the reorganization of the
Fund (the "Reorganization") from a series fund of Eaton Vance Investment Fund,
Inc. (the "Corporation"), a Maryland corporation, to a new series fund of Eaton
Vance Government Obligations Trust (the "Trust"), a Massachusetts business
trust.

The Trust is a registered open-end, management investment company organized as
a Massachusetts business trust on May 7, 1984, originally formed under the name
Eaton Vance Government Obligations Trust. In connection with several
reorganizations of Eaton Vance funds, including the Reorganization, the Trustees
of the Trust have approved a change in the Trust's name to Eaton Vance Mutual
Funds Trust. This name change will occur prior to the Reorganization. The Trust
currently has other existing series (the "Existing Series").

The Reorganization will involve the transfer of all of the assets of the Fund
to a corresponding new series of the Trust established in connection with the
Reorganization (the "Successor Fund") in exchange for the assumption of the
Fund's liabilities by the Successor Fund and the issuance to the Fund of shares
of beneficial interest ("shares") of the Successor Fund. The aggregate number of
shares of the Successor Fund (the "Successor Fund Shares") issued to the Fund
will be equal to the number of shares of the Fund outstanding immediately before
the Reorganization. These transactions will be immediately followed by a pro
rata distribution by the Fund of the Successor Fund Shares to the holders of
Fund shares in exchange for those shares, in liquidation of the Fund. The
existence of the Fund and the Corporation will then be terminated. As a result
of the Reorganization, shareholders of the Fund will become shareholders of a
new series of the Trust, i.e., the Successor Fund. The name of the Fund will be
the same. EXCEPT FOR REORGANIZING THE FUND AS A SERIES OF THE TRUST, THE
REORGANIZATION WILL NOT RESULT IN ANY CHANGES IN THE INVESTMENT POLICIES OR
OPERATIONS OF THE FUND.
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PURPOSE OF THE PROPOSED REORGANIZATION

THE PURPOSE OF THE REORGANIZATION IS TO INCREASE ADMINISTRATIVE EFFICIENCY IN
THE OPERATION OF THE FUND, TO REDUCE THE OPERATING EXPENSES OF THE FUND BY
ACHIEVING ADDITIONAL ECONOMIES OF SCALE AND TO IMPROVE THE FUND'S OPERATIONAL
FLEXIBILITY. Specifically, it is anticipated that the Fund will incur slightly
lower registration, printing, administrative, legal and accounting expenses if
the Fund is organized as a series of the Trust. Over time, these savings should
have a positive effect on the Fund's total return. In addition, the Fund will be
governed by the more flexible Massachusetts business trust law rather than
Maryland corporate law.

Eaton Vance Management ("EVM"), with its principal office located at 24 Federal
Street, Boston, Massachusetts 02110, serves as administrator to the Fund and to
each of the Existing Series. The Fund is currently responsible for all expenses
it incurs that are not expressly stated to be payable by EVM under the
Administrative Services Agreement. Expenses for which the Fund is responsible
include, without limitation, fees and expenses of its custodian and transfer
agent; the cost of share certificates; fees and expenses of registering its
shares; expenses of reports to shareholders, proxy statements, and other
expenses of shareholders' meetings; printing and mailing expenses; legal and
accounting expenses; expenses of issue, sale, repurchase and redemption of
shares; expenses incurred in purchasing investment securities; taxes and
interest; registration of the Corporation under the Act; and governmental fees.

The Fund is currently a series of the Corporation. As a result of the
Reorganization it will become a series of the Trust. The Corporation is
organized as a Maryland corporation while the Trust is organized as a
Massachusetts business trust. The Corporation is subject to more restrictive
statutory provisions than the Trust. The material differences with respect to
governance of the Trust and the Corporation are summarized below.

The Directors of the Corporation have determined that the expense reductions
and improved operational flexibility resulting from the Reorganization would
benefit shareholders of the Fund. Expense reductions will be attributable to,
among other things, (i) greater operating efficiency of the Fund resulting from
the need for fewer shareholder and Trustee meetings; (ii) the dissolution of the
Corporation after the Reorganization resulting in lower administrative costs;
(iii) lower annual state registration fees; (iv) lower administrative, filing,
printing and distribution costs, especially if prospectuses, shareholder reports
and other disclosure documents of the Fund should be combined with those of the
Existing Series in the Trust (such combinations are not currently planned for
this Fund); (v) in any given year, possible reductions in fees payable to the
Securities and Exchange Commission ("SEC") to register shares of the Successor
Fund as a result of the ability of the Successor Fund (a) to offset redemptions
of Trust shares against new sales of Successor Fund Shares and (b) to issue
shares which
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already have been registered with the SEC under the Trust's registration
statement and thus avoiding the incurrence by the Successor Fund of any
additional registration fee for such shares; and (vi) possible slight reductions
in annual legal and accounting expenses.

BASED ON THE ANTICIPATED INCREASE IN ADMINISTRATIVE EFFICIENCY WITH RESPECT TO
THE FUND, REDUCTIONS IN THE EXPENSES OF THE FUND AND IMPROVED OPERATIONAL
FLEXIBILITY WITH RESPECT TO THE FUND, THE BOARD OF DIRECTORS OF THE CORPORATION
HAS DETERMINED THAT THE PROPOSED REORGANIZATION WOULD BE IN THE BEST INTEREST OF
THE FUND AND ITS SHAREHOLDERS. The Directors of the Corporation believe that it
is in the Fund's interest to reduce its gross annual operating expense ratios to
the lowest possible level. The Directors believe that it is generally beneficial
to the Fund to improve the efficiency, reduce the annual cost and improve the
flexibility of the Fund's operations and that the Fund will ultimately benefit
from the Reorganization.

SUMMARY OF THE AGREEMENT AND PLAN OF REORGANIZATION

The following discussion summarizes certain terms of the Reorganization
Agreement. This summary of the Reorganization Agreement is qualified in its
entirety by the provisions of the form of Reorganization Agreement attached to
this Proxy Statement as Exhibit A.

In order to accomplish the Reorganization, the Successor Fund has been
established as a new series of the Trust. Assuming that the Reorganization is
approved by shareholders, it is currently contemplated that the closing date of
the Reorganization (the "Closing Date") will be October 31, 1995. On the Closing
Date, the Fund will transfer all of its assets to the Successor Fund in exchange
for the assumption by the Successor Fund of all of the liabilities of the Fund
and the issuance to the Fund of Successor Fund Shares. The number and net asset
value per share of Successor Fund Shares to be issued by the Successor Fund will
be identical to the number and net asset value per share of the shares of the
Fund outstanding on the Closing Date.

The Fund, as the sole shareholder of the Successor Fund, will then vote on
certain matters that require shareholder approval, as described below.
Immediately thereafter, the Fund will liquidate and distribute the Successor
Fund Shares to each shareholder pro rata in proportion to such shareholder's
beneficial interest in the Successor Fund Shares and in exchange for that
shareholder's Fund shares. The existence of the Fund and the Corporation will
then be terminated. The number and net asset value per share of Successor Fund
Shares to be received by each shareholder will be identical to the number and
net asset value per share of shares of the Fund held by that shareholder
immediately prior to the Reorganization. A confirmation will be mailed to each
shareholder disclosing the number of Successor Fund Shares registered to such
shareholder's account.
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If, at any time prior to the Closing Date, the Board of Directors of the
Corporation or the Board of Trustees of the Trust determines that it would not
be in the best interest of the Fund, the Trust or their respective shareholders
to proceed with the Reorganization, the Reorganization will not be consummated,
notwithstanding the approval of the Reorganization by shareholders at this
meeting. The obligations of the Corporation and the Trust under the
Reorganization Agreement are subject to various conditions. In order to provide
against unforeseen events, the Reorganization Agreement may be terminated or
amended at any time prior to the Closing Date by the Board of Directors of the
Corporation or the Board of Trustees of the Trust. The Corporation and the Trust
may at any time waive compliance with any of the covenants and conditions
contained in, or may amend, the Reorganization Agreement, provided that any such
waiver or amendment does not materially adversely affect the interests of
shareholders of the Fund.

CONTINUATION OF SHAREHOLDER ACCOUNTS AND ELECTIONS

The Trust's transfer agent, The Shareholder Services Group, Inc. ("TSSG"), will
establish accounts for all shareholders of the Fund containing the appropriate
number of Successor Fund Shares to be received by that shareholder under the
Reorganization Agreement. Such accounts and the elections applicable to each
account will be identical in all material respects to the accounts and elections
currently maintained by the Fund for its shareholders.

EXPENSES OF THE REORGANIZATION

The Fund will bear all of the expenses associated with the transactions
contemplated by the Reorganization Agreement. It is presently estimated that the
aggregate expenses of the Reorganization, including costs associated with the
solicitation of proxies, will be approximately $25,000.

TAX CONSEQUENCES OF THE REORGANIZATION

It is a condition to the consummation of the Reorganization that the
Corporation, on behalf of the Fund, and the Trust receive on or before the
Closing Date an opinion from legal counsel, Hale and Dorr, concerning the
federal income tax consequences of the Reorganization. This opinion will
provide, among other things, that the transaction contemplated by the
Reorganization Agreement will constitute a reorganization under Section
368(a)(1) of the Internal Revenue Code of 1986, as amended, and that,
consequently, no gain or loss will be recognized for federal income tax purposes
by the Fund or its shareholders upon (1) the transfer of all of the Fund's
assets to the Successor Fund in exchange solely for Successor Fund Shares and
the assumption by such Successor Fund of the Fund's liabilities or (2) the
distribution by the Fund of the Successor Fund Shares, in liquidation of the
Fund, to the shareholders in exchange for their Fund Shares. The opinion will
further state, among other things, that (i) the federal tax basis of the
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Successor Fund Shares to be received by shareholders of the Fund will be the
same as the federal tax basis of the Fund shares surrendered in exchange
therefor and (ii) each shareholder's federal tax holding period for his or her
Successor Fund Shares will include such shareholder's tax holding period for the
Fund shares surrendered in exchange therefor, provided that such Fund shares
were held as capital assets on the date of the exchange.

GOVERNANCE OF THE TRUST AND THE FUND

The officers and Trustees of the Trust are currently identical to the officers
and Directors of the Corporation, with the following exceptions: (i) M. Dozier
Gardner is President and Trustee of the Trust, but is not an officer or Director
of the Corporation; (ii) James B. Hawkes is President of the Corporation, but is
a Vice President of the Trust; (iii) Landon T. Clay is a Director of the
Corporation, but is not a Trustee of the Trust; (iv) William H. Ahern, Jr. is a
Vice President of the Trust, but not of the Corporation; (v) H. Day Brigham, Jr.
is a Vice President of the Trust, but not of the Corporation; (vi) John P. Rynne
is Assistant Secretary of the Trust, but not of the Corporation; (vii) Barbara
E. Campbell is Assistant Treasurer of the Trust, but not of the Corporation;
(viii) Douglas C. Miller is Assistant Treasurer of the Trust but not of the
Corporation; and (ix) Mark Venezia is Assistant Vice President of the
Corporation, but not of the Trust. Mr. Gardner serves or has served during the
last five years as President and Chief Executive Officer of EVM, Boston
Management Research ("BMR") a wholly-owned subsidiary of EVM, Eaton Vance, Inc.
("EV") and Eaton Vance Corp. ("EVC"), parent of EVM. He has also served as a
director, trustee and/or officer of various investment management companies
managed by EVM and/or BMR.

Mr. Ahern has served as Assistant Vice President of BMR, EVM and EV since March
1, 1994. He has been an employee of EVM since July 17, 1989. He also serves as
an officer of various investment management companies managed by EVM and/or BMR.

Mr. Brigham serves and has served during the past five years as Chairman of the
Management Committee and Vice President of BMR, EVM and EV, and a Director of
EVC. He has also served as a trustee or officer of various investment management
companies managed by EVM and/or BMR.

John P. Rynne serves and has served during the past five years as Vice
President and Comptroller of BMR, EVM and EV and Comptroller of EVC.

Ms. Campbell has served as Assistant Vice President of BMR, EVM and EV since
January 17, 1992. She has been an employee of EVM since October 23, 1991. Prior
to that she served as Audit Manager - Financial Services Industry Practice,
Deloitte & Touche (1987-1991). She has also served as an officer of various
investment management companies managed by EVM and/or BMR.
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Mr. Miller has served as Assistant Vice President of BMR, EVM and EV since
March 1, 1994. He has been an employee of EVM since April 19, 1993. Prior to
that he served as Director of Corporate Finance - State Street Research
Investment Service (1992-1993) and Audit Senior - Financial Services Industry
Practice, Deloitte & Touche (1987-1991). He has also served as an officer of
various investment management companies managed by EVM and/or BMR.

The Corporation is governed by Maryland corporate law while the Trust is
governed by Massachusetts business trust law. Massachusetts business trust law
is silent as to most aspects of trust governance and operation. The governance
and operation of a Massachusetts business trust, therefore, is guided by the
trust's Declaration of Trust and its By-Laws. Maryland corporate law, on the
other hand, contains detailed provisions regarding the governance and operation
of a corporation to which a Maryland corporation must adhere. The Corporation
also has certain requirements set forth in its Articles and By-Laws. While there
are many similarities with respect to the governance and operation of the Trust
and the Corporation, there are some material differences. Some of the material
differences are set forth below:

(i) Liability.

Massachusetts business trusts do not have a statutory prohibition against
personal liability of shareholders and directors for obligations of the trust.
The Declaration of Trust of the TRUST, however, provides that shareholders will
not be subject to any personal liability whatsoever with respect to any actions
or obligations of the Trust. The Declaration of Trust further provides that
Trustees, officers and employees of the Trust will have no personal liability
with respect to obligations of the Trust, although Trustees and officers may be
liable if they act in bad faith. The By-Laws of the Trust also provide for the
indemnification of shareholders, trustees, officers and employees in the event
they are deemed liable for any acts or obligations of the Trust. Such
indemnification will not apply to trustees, officers and employees if their
liability is a result of actions they have taken in bad-faith.

Maryland law provides that shareholders, directors, officers and employees do
not have personal liability with respect to the obligations of a Maryland
corporation. The CORPORATION'S Articles further provide that the Corporation
will indemnify directors and officers in the event they are deemed liable for
the acts or obligations of the Corporation unless their liability is a result of
actions they have taken in bad faith.

(ii) Redemptions of Shares.

The TRUST'S Declaration of Trust provides that shares of the Trust are
redeemable at such time and in such manner as the Trustees determine from time
to time.

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The CORPORATION'S Articles provide that the Directors may cause redemptions at
net asset value of shares of any shareholder if such shareholder has had shares
of a class or series having an aggregate net asset value of $1,000 or less in
his or her account. The Corporation must provide at least sixty days prior
written notice of the proposed redemption.

(iii) Termination.

The TRUST or any series or class thereof may be terminated as follows: (1) by
the affirmative vote of the holders of not less than two-thirds of the shares
outstanding and entitled to vote at any meeting of shareholders of the Trust or
the appropriate series or class thereof, or by an instrument or instruments in
writing without a meeting, consented to by the holders of two-thirds of the
shares of the Trust or a series or class thereof, provided, however, that if
such termination is recommended by the Trustees, the vote of a majority of the
outstanding voting securities of the Trust or series or class thereof entitled
to vote thereon; or (2) by means of an instrument in writing signed by a
majority of the Trustees, to be followed by a written notice to shareholders
stating that a majority of the Trustees has determined that the continuation of
the Trust or series or class thereof is not in the best interest of the Trust,
such series or class or of their respective shareholders.

The CORPORATION'S Articles provide that a particular class or series of shares
of the Corporation in which there are shares outstanding may liquidate or
dissolve upon authorization by vote of a majority of the Board of Directors,
subject to the approval of a majority of the outstanding securities of that
class or series. For purposes of this section, majority is defined as the lesser
of (1) 67 percent or more of the shares present at the meeting called to decide
the issue, if the holders of more than 50 percent of the shares of the class or
series of the Corporation are present or represented by proxy, or (2) more than
50 percent of the outstanding shares of the class or series of the Corporation.

(iv) Merger, Consolidation, Sale of Assets.

The TRUST'S Declaration of Trust provides that a series of the Trust may merge
or consolidate with any other entity or may sell, lease or exchange all or
substantially all of its property or may sell and convert all of its assets into
money when and as authorized by the Trustees without the authorization, vote or
consent of shareholders.

Maryland law requires and the CORPORATION'S Articles provide that the
Corporation may merge, consolidate, transfer its assets or have its shares
exchanged upon the vote of a majority of the Directors and with the approval of
the holders of a majority of the total number of shares outstanding and entitled
to vote at a meeting called for the purpose.
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(v) Charter Amendments.

The TRUST'S Declaration of Trust states that the Trustees can amend such
Declaration of Trust without shareholder approval to change the name of the
Trust or any series of the Trust, to make the Trust conform to federal or state
laws and to make any changes which do not have a material adverse effect on the
financial interests of shareholders. Otherwise, a majority of the outstanding
shares affected by the amendment must approve it.

Maryland law requires that any amendments to the CORPORATION'S Articles, except
for name changes, be approved by a majority of shares outstanding.

(vi) Issuance of Shares.

The TRUST'S Declaration of Trust provides that the number of shares the Trust
may issue is unlimited and the Trustees have the ability to issue shares without
shareholder approval.

Maryland law requires the CORPORATION to state specifically the number of
shares it is authorized to issue and also requires that the shareholders approve
any issuance of shares unless, as is the case with the Corporation, the Articles
specifically state that such authorization is not required and certain minimum
consideration is received for the shares.

(vii) Delegation.

The Trustees of the TRUST may delegate any of their authority to committees of
the Board. The Directors of the CORPORATION are limited in the authority they
can delegate.

(viii) Appraisal Rights.

Shareholders of the TRUST have no appraisal rights. Shareholders of the
CORPORATION have statutory appraisal rights in certain circumstances.

AGREEMENTS AND PLANS

If shareholders of the Fund approve the Reorganization Agreement, the Trust, on
behalf of the Successor Fund, will enter into contracts which are substantially
identical to the Fund's currently effective contracts. These contracts will
include an Administration Agreement with EVM and a Transfer Agency Agreement
with TSSG. Custody and distribution services will continue to be provided to the
Successor Fund by Investors Bank & Trust Company and Eaton Vance Distributors,
Inc. (with its principal office located at 24 Federal Street, Boston,
Massachusetts 02110), respectively, pursuant to the Trust's Custodian Agreement
and Distribution Agreement. The terms of these agreements are substantially
similar to those contained in the Fund's Custodian Agreement and Distribution
Agreement. The Fund will continue to rely on the investment advisory services
provided by BMR (with its principal office located at 24 Federal Street, Boston,
Massachusetts
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02110) to the Strategic Income Portfolio, an open-end investment management
company with the same investment objective as the Fund into which the Fund
invests its assets. The Corporation has not retained the services of an
investment adviser for the Fund. This arrangement will continue after the
Reorganization. Coopers & Lybrand LLP, the Fund's current independent auditors,
will continue to serve as the independent auditors to the Successor Fund as well
as the Existing Series of the Trust. In addition, the Trustees of the Trust have
adopted a Distribution Plan (the "Distribution Plan") for the Successor Fund
which is substantially identical to the Fund's current distribution plan.

The fee schedules for services provided to the Successor Fund under the
agreements described above will be identical to those in effect for the Fund
before its Reorganization. On the Closing Date, before distributing Successor
Fund Shares to its shareholders, the Fund, as the sole shareholder of the
Successor Fund, will vote to approve the Successor Fund's Distribution Plan.

BOARD OF DIRECTORS' RECOMMENDATION

Based on the considerations discussed above, at a meeting held on June 19,
1995, the Directors of the Corporation unanimously approved the adoption of the
Reorganization Agreement and determined that the Reorganization (i) is in the
best interest of the Fund and (ii) will not result in dilution of the interest
of the shareholders of the Fund. In addition, the Directors unanimously voted to
recommend to the shareholders of the Fund that they approve the Reorganization
Agreement and the transactions contemplated thereunder.

The affirmative vote of a majority of the shares of the Fund outstanding and
entitled to vote is required at a meeting called for the purpose of considering
the Reorganization. All shares of the Fund will be voted together as a single
class. If the shareholders of the Corporation do not approve the Reorganization
Agreement, the Fund will retain its present status, and the Board of Directors
of the Corporation will consider other arrangements for restructuring and
reducing the expenses of the Fund.

Shares of the Fund represented in person or by proxy (including shares which
abstain or do not vote with respect to the Reorganization Agreement) will be
counted for purposes of determining whether a quorum is present at the meeting.
Accordingly, an abstention from voting has the same effect as a vote against the
Reorganization Agreement. If a broker or nominee holding shares in "street name"
indicates on the proxy card that it does not have discretionary authority to
vote on the Reorganization Agreement, those shares will not be considered
present at the meeting and entitled to vote with respect to the proposed
Reorganization Agreement. Therefore, for purposes of determining whether the
Reorganization Agreement has been adopted, a "broker non-vote" has the same
effect as a vote against the Reorganization Agreement because shares represented
by a "broker non-vote" are considered to be outstanding shares.
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THE DIRECTORS OF THE CORPORATION UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS
APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION PROVIDING FOR THE
REORGANIZATION OF THE FUND TO BECOME A SERIES FUND OF THE TRUST.

NOTICE TO BANKS AND BROKER/DEALERS

The Corporation on behalf of the Fund 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., P.O. Box 9122, Hingham, MA 02043-9717.

ADDITIONAL INFORMATION

The expense of preparing, printing and mailing this Proxy Statement and
enclosures and the cost of soliciting proxies on behalf of the Board of
Directors of the Corporation will be borne by the Fund. Proxies will be
solicited by mail and may be solicited in person or by telephone or telegraph by
officers of the Corporation, by broker-dealer firms or by a professional
solicitation organization. The expenses connected with the solicitation of these
proxies and with any further proxies which may be solicited by the Corporation's
officers, by its transfer agent, TSSG, or by broker-dealer firms, in person, by
telephone or by telegraph will be borne by the Fund. The Fund will reimburse
banks, broker-dealer firms, and other persons holding shares registered in their
names or in the names of their nominees, for their expenses incurred in sending
proxy material to and obtaining proxies from the beneficial owners of such
shares.

In the event that sufficient votes by the shareholders of the Fund in favor of
the Proposal set forth in the Notice of this meeting are not received by August
30, 1995, the persons named as attorneys in the enclosed proxy may propose one
or more adjournments of the meeting to permit further solicitation of proxies. A
shareholder vote may be taken on the Proposal in this Proxy Statement prior to
such adjournment if sufficient votes have been received and it is otherwise
appropriate. 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. The costs of any such additional
solicitation and of any adjourned session will be borne by the Fund.

The Corporation will furnish, without charge, a copy of the Fund's Annual
Report and its most recent Semi-Annual Report succeeding the Annual Report, if
11

<PAGE>
any, to any shareholder upon request. Shareholders desiring to obtain a copy of
such reports should direct all written requests to: Thomas Otis, Secretary,
Eaton Vance Investment Fund, Inc., 24 Federal Street, Boston, Massachusetts
02110 or should call Eaton Vance Shareholder Services at 1-800-225-6265.

Submission of Shareholder Proposals. The Corporation and the Fund 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: Thomas Otis, Secretary, Eaton Vance Investment
Fund, Inc., 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. If the
Reorganization contemplated by the Proposal is approved, neither the Fund nor
the Corporation will hold any further shareholder meetings.

EV MARATHON
STRATEGIC INCOME FUND

July 14, 1995

<PAGE>
EXHIBIT A

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made this ____
day of _______, 1995, between Eaton Vance Investment Fund, Inc. (the
"Corporation"), a Maryland corporation, on behalf of EV Marathon Strategic
Income Fund (the "Fund"), and Eaton Vance Government Obligations Trust, a
Massachusetts business trust (the "Trust"), each with principal offices at 24
Federal Street, Boston, Massachusetts 02110. Prior to Closing (as defined below)
the Trust will be redesignated as the Eaton Vance Mutual Funds Trust.

1. PLAN OF REORGANIZATION AND LIQUIDATION

a.
The Corporation, on behalf of the Fund, shall assign, sell, convey, transfer and
deliver to a new series of the Trust (the "Successor Fund") at the Closing
provided for in Section 2 (hereinafter called the "Closing") all of its then
existing assets of every kind and nature. In consideration therefor, the Trust,
on behalf of the Successor Fund, agrees that at the Closing (i) the Successor
Fund shall assume all of the Fund's obligations and liabilities then existing,
whether absolute, accrued, contingent or otherwise, including all unpaid fees
and expenses of the Fund in connection with the transactions contemplated hereby
and (ii) the Trust shall issue and deliver to the Fund a number of full and
fractional shares of beneficial interest of the Successor Fund (the "Successor
Fund Shares"), which is equal to the number of full and fractional shares of the
Fund then outstanding.

b.
Upon consummation of the transactions described in paragraph (a) of this Section
1, the Corporation, on behalf of the Fund, shall distribute in complete
liquidation pro rata to its shareholders of record as of the Closing Date the
Successor Fund Shares received by the Fund. Such distribution shall be
accomplished by the establishment of an account on the share record books of the
Successor Fund in the name of each shareholder of the Fund representing a number
of full and fractional Successor Fund Shares equal to the number of shares of
the Fund owned of record by the shareholder at the Closing Date.

c.As promptly as practicable after the liquidation of the Fund as aforesaid, the
legal existence of the Fund shall be terminated.

2.CLOSING AND CLOSING DATE. The Closing shall occur at ______.m. on October 31,
1995 or at such later time and date as the parties may mutually agree (the
"Closing Date").

3.CONDITIONS PRECEDENT. The obligations of the Corporation, the Fund, the Trust
and the Successor Fund to effect the transactions contemplated hereunder
A-1
<PAGE>
(the "Reorganization") shall be subject to the satisfaction of each of the
following conditions:

a.All such filings shall have been made with, and all such authorizations and
orders shall have been received from, the Securities and Exchange Commission
(the "SEC") and state securities commissions as may be necessary to permit the
parties to carry out the transactions contemplated by this Agreement.

b.
Each party shall have received an opinion of counsel substantially to the effect
that for federal income tax purposes: (1) the acquisition of the assets and
assumption of the liabilities of the Fund by the Successor Fund in return for
Successor Fund Shares, the distribution of such Successor Fund Shares to the
shareholders of the Fund in complete liquidation of the Fund, and the
termination of the Fund will constitute a "reorganization" within the meaning of
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"),
and the Successor Fund and the Fund will each be "a party to a reorganization"
within the meaning of Section 368(b) of the Code; (2) no gain or loss will be
recognized by the Fund upon the transfer of all of its assets to the Successor
Fund solely in exchange for the Successor Fund Shares and the assumption by the
Successor Fund of the liabilities of the Fund and the distribution by the Fund
of such Successor Fund Shares to the shareholders of the Fund; (3) no gain or
loss will be recognized by the Successor Fund upon the receipt of all of the
assets of the Fund in exchange solely for Successor Fund Shares and the
assumption by the Successor Fund of the liabilities of the Fund; (4) the tax
basis of the Successor Fund in assets received from the Fund will be the same as
the tax basis of such assets in the hands of the Fund immediately prior to the
transfer of such assets to the Successor Fund; (5) the Successor Fund's tax
holding period for the assets acquired from the Fund will include, in each
instance, the Fund's tax holding period for those assets; (6) no gain or loss
will be recognized by the Fund's shareholders upon the exchange of their shares
of the Fund solely for Successor Fund Shares as part of the reorganization; (7)
the tax basis of the Successor Fund Shares received by the Fund's shareholders
in the transaction will be, for each shareholder, the same as the tax basis of
the shares of the Fund exchanged therefor; and (8) the tax holding period of the
Successor Fund Shares received by the Fund's shareholders will include, for each
shareholder, the shareholder's tax holding period for the shares of the Fund
surrendered therefor, provided that the surrendered shares were held as capital
assets in the hands of the Fund's shareholders on the date of the exchange. The
opinion may cover any additional matters deemed material by such counsel.

c.This Agreement and the Reorganization shall have been adopted and approved by
the affirmative vote of the holders of a majority of the shares of the
A-2
<PAGE>
Fund outstanding and entitled to vote. All shares of the Fund will be voted
together as a single class.

d.The Trust, on behalf of the Successor Fund, shall have entered into a Transfer
Agency Agreement with The Shareholder Services Group, Inc., and a Distribution
Agreement with Eaton Vance Distributors, Inc. Each such agreement shall be in
each case substantially identical in form and substance to those respective
agreements in effect at the Closing Date between the Fund and said other
parties. Each such agreement shall have been approved by the Trustees of the
Trust and, to the extent required by law, by the Trustees of the Trust who are
not "interested persons" of the Trust as defined in the Investment Company Act
of 1940; and

e.The Trustees of the Trust, including those Trustees of the Trust who are not
"interested persons" of the Trust as defined in the Investment Company Act of
1940, shall have selected as auditors for the Successor Fund such auditors as
shall have been selected and ratified for the Fund. Such selection shall have
been ratified by the Fund as the sole shareholder of the Successor Fund prior to
the consummation of the Reorganization; and

f.The Trust, on behalf of the Successor Fund, shall have adopted a Distribution
Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940
substantially identical in form and substance to the Fund's Distribution Plan in
effect at the Closing Date. The Successor Fund's Distribution Plan shall be
approved by the Trustees of the Trust in accordance with Rule 12b-1 and by the
Fund, as the sole shareholder of the Successor Fund prior to the consummation of
the Reorganization.

At any time prior to the Closing, any of the foregoing conditions except 3(c)
may be waived by the Board of Directors of the Corporation or the Board of
Trustees of the Trust if, in their judgment, such waiver will not have a
material adverse effect on the interests of the shareholders of the Fund.

4.
AMENDMENT. This Agreement may be amended at any time by action of the Directors
of the Corporation and the Trustees of the Trust, notwithstanding approval
thereof by the shareholders of the Fund, provided that no amendment shall have a
material adverse effect on the interests of the shareholders of the Fund.

5.
TERMINATION. The Board of Directors of the Corporation or the Board of Trustees
of the Trust may terminate this Agreement and abandon the Reorganization,
notwithstanding approval thereof by the shareholders of the Fund, at any time
prior to the Closing, if circumstances should develop that, in their judgment,
make proceeding with the Reorganization inadvisable.

6.
LIMITATION OF LIABILITY OF THE DIRECTORS, TRUSTEES AND THE SHAREHOLDERS. Copies
of the Articles of Organization of the Corporation, as may be amended from time
to time, are on file with the Secretary of State of Maryland, and copies
A-3
<PAGE>
of the Declaration of Trust of the Trust, as it may be amended from time to
time, are on file with the Secretary of the Commonwealth of Massachusetts, and
notice is hereby given of the limitation of shareholder liability as set forth
in the laws of Maryland and in each such instrument. The obligations assumed by
the Corporation on behalf of the Fund and the Trust on behalf of the Successor
Fund pursuant to this Agreement shall be limited in all cases to the Corporation
on behalf of the Fund and the Trust on behalf of the Successor Fund and their
respective assets. None of the other series of the Trust shall be liable for any
obligations assumed by the Successor Fund hereunder. No party named herein shall
seek satisfaction of any obligation hereunder from the shareholders or any
shareholder of the Corporation, the Fund, the Trust or the Successor Fund. No
party named herein shall seek satisfaction of any such obligation from the
Trustees of the Trust or the Directors of the Corporation or any individual
Trustee or Director.

This Agreement shall be executed in any number of counterparts each of which
shall be deemed to be an original, but all of such counterparts together shall
constitute only one instrument.

IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be
executed and delivered by their duly authorized officers as of the day and year
first above written.

EATON VANCE INVESTMENT
FUND, INC.

Attest: By:_________________________________
Secretary

By:_________________________________
President

EATON VANCE GOVERNMENT
OBLIGATIONS TRUST

Attest: By:_________________________________
Secretary

By:_________________________________
President
A-4

<S> <C>

EV MARATHON STRATEGIC INCOME FUND THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
(A SERIES OF EATON VANCE INVESTMENT EATON VANCE INVESTMENT FUND, INC.
FUND, INC.)

</TABLE>

PROXY

KNOW ALL MEN BY THESE PRESENTS: That the undersigned, revoking previous proxies
for such shares, hereby appoints James B. Hawkes, H. Day Brigham, Jr. and Thomas
Otis, or any one of them, attorneys of the undersigned with full power of
substitution, to vote all shares of EV Marathon Strategic Income Fund (the
"Fund") which the undersigned is entitled to vote at the Special Meeting of
Shareholders to be held on August 30, 1995 at the principal office of the Fund,
24 Federal Street, Boston, Massachusetts 02110, at 11:15 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 below 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.

________________________________________________________________________________
________________________________________

1. To approve an Agreement and Plan of Reorganization between Eaton Vance
Investment Fund, Inc. and Eaton Vance Government Obligations Trust (the
"Trust") providing for the transfer of all of the assets of the Fund to a
new series of the Trust (the "Successor Fund") in exchange solely for
shares of beneficial interest ("Successor Shares") of the Successor Fund,
the assumption by the Successor Fund of all the liabilities of the Fund and
the distribution of Successor Shares by the Fund to the Fund's shareholders
in liquidation of the Fund.

FOR / / AGAINST / / ABSTAIN / /

2. To act upon such other matters as may properly come before the Meeting or any
adjournment thereof.

________________________________________________________________________________
________________________________________

THE DIRECTORS RECOMMEND A VOTE IN FAVOR OF PROPOSAL (1).

____________________
____________________
__

<PAGE>
____________________
____________________
__
Please sign exactly
as your name or
names appear on the
left.

Dated:
____________________
_________,
1995