UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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Eaton Vance Growth Trust	Eaton Vance Series Trust
Eaton Vance Investment Trust	Eaton Vance Series Trust II
Eaton Vance Municipals Trust	Eaton Vance Special Investment Trust
Eaton Vance Municipals Trust II	Eaton Vance Variable Trust
Eaton Vance Mutual Funds Trust

(Name of Registrant as Specified in Its Charter)

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EATON VANCE GROUP OF FUNDS

Two International Place

Boston, Massachusetts 02110

April 4, 2014

Dear Shareholder:

We cordially invite you to attend a Special Meeting of Shareholders of the Eaton Vance Group of Funds on Thursday, May 29, 2014.  There is only one item on the agenda, but it is an important one – the election of Trustees.  We ask you to read the enclosed information carefully and to submit your vote promptly.

In the proxy statement that follows this letter, the current Trustees are asking shareholders to elect three Trustees that have been appointed and are currently serving as Trustees but have not previously been elected by shareholders and two new Trustees that have been nominated for election.  The current Trustees serve and the nominees will serve on the Boards of multiple Eaton Vance Funds.  If all the nominated Trustees are elected, at least two-thirds of each Board will continue to be composed of Trustees who are independent of Fund management.

Since the Trustee proposal is common to the Funds, we have combined our discussion into a single proxy statement, which will reduce Fund expenses.  Please note that we are required to provide you with one proxy card (or other means to vote) for each account that you own.

We realize that most of our shareholders will not be able to attend the meeting and vote their shares in person.  However, your Fund does need your vote.  You can vote by mail, telephone, or over the Internet, as explained in the enclosed material.  If you later decide to attend the meeting, you may revoke your proxy by a signed writing filed with the Fund’s Secretary, by executing and delivering a later dated proxy, or by attending the meeting and voting the shares in person.  By voting promptly, you can help your Fund avoid the expense of additional mailings.

If you would like additional information concerning the election of Trustees, please call one of our service representatives at 1-800-262-1122 Monday through Friday between 8:30 a.m. – 5:30 p.m. (Eastern Time).  Your participation in this vote is extremely important.

Sincerely,

/s/ Thomas E. Faust Jr.

Thomas E. Faust Jr.

President and Chief Executive Officer

Eaton Vance Management

YOUR VOTE IS IMPORTANT – PLEASE VOTE PROMPTLY.

SHAREHOLDERS ARE URGED TO SIGN AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE PREPAID ENVELOPE OR VOTE BY TELEPHONE OR OVER THE INTERNET BY FOLLOWING THE ENCLOSED INSTRUCTIONS.  YOUR VOTE IS IMPORTANT WHETHER YOU OWN A FEW SHARES OR MANY SHARES.

EATON VANCE GROUP OF FUNDS

Two International Place

Boston, Massachusetts 02110

Notice of Special Meeting of Shareholders

To Be Held May 29, 2014

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be Held on Thursday, May 29, 2014:  The Notice of Special Meeting of Shareholders, Proxy Statement and Proxy Card are available on the website at www.proxyonline.com/docs/eatonvance.pdf.

A Special Meeting of Shareholders of each Eaton Vance Fund listed on the following pages will be held at the principal office of the Funds, Two International Place, Boston, Massachusetts 02110, on Thursday, May 29, 2014 at 11:30 a.m. (Eastern Time), for the following purposes:

1.

To consider and act upon a proposal to elect five Trustees.

2.

To consider and act upon any other matters which may properly come before the meeting and any adjourned or postponed session thereof.

The proposal to elect Trustees is discussed in greater detail in the following pages.

The meeting is called pursuant to the By-Laws of each Fund.  The Boards of Trustees of the Funds have fixed the close of business on March 21, 2014 as the record date for the determination of the shareholders of each Fund entitled to notice of and to vote at the meeting and any adjournments or postponements thereof.  The Proxy Statement and accompanying material, or a Notice of Internet Availability of Proxy Materials, are being mailed to shareholders on or about April 4, 2014.

By Order of the Board of Trustees

/s/ Maureen A. Gemma

Maureen A. Gemma

Secretary

April 4, 2014

Boston, Massachusetts

IMPORTANT

Shareholders can help the Board of Trustees of each Fund avoid the necessity and additional expense of further solicitations, which may be necessary to obtain a quorum, by promptly returning the enclosed proxy or voting by telephone or over the Internet.  The enclosed addressed envelope requires no postage if mailed in the United States and is intended for your convenience.

Special Meeting of Shareholders – May 29, 2014

EATON VANCE GROUP OF FUNDS

The Funds in the Eaton Vance Group of Funds are part of various trusts.  Each Trust listed below is a “Trust” and collectively, the “Trusts.”  The Funds listed below are each a “Fund” and collectively, the “Funds.”  Certain of the Eaton Vance Funds are in the master-feeder structure and invest their assets in a corresponding portfolio.  Other funds may invest in multiple portfolios.  Each portfolio listed below is referred to herein as a “Portfolio” and collectively, the “Portfolios.”  The list below includes each Fund and, where applicable, the Portfolio(s) or other Fund(s) in which it invested as of the record date.

Eaton Vance Group of Funds

Two International Place

Boston, Massachusetts 02110

PROXY STATEMENT

A proxy is enclosed with the foregoing Notice of a Special Meeting of the Funds to be held on May 29, 2014 at 11:30 a.m. (Eastern Time) at Two International Place, Boston, Massachusetts 02110 for the benefit of shareholders who wish to vote, but do not expect to be present at the meeting.  Shareholders may also vote by telephone or over the Internet.  All proxies are solicited on behalf of the Board of Trustees.  A written proxy is revocable by the person giving it prior to exercise by a signed writing filed with the Funds’ proxy tabulator, AST Fund Solutions LLC (“AST”), 1200 Wall Street West, Lyndhurst, New Jersey 07071, or by executing and delivering a later dated proxy, or by attending the meeting and voting the shares in person.  Proxies voted by telephone or over the Internet may be revoked at any time in the same manner that proxies voted by mail may be revoked.  Merely attending the meeting will not revoke a previously executed proxy. If you hold Fund shares through an intermediary (such as a broker, bank, adviser or custodian), please consult with the intermediary regarding your ability to revoke voting instructions after they have been provided.  If you are a record holder of Fund shares and plan to attend the meeting in person, please be prepared to present photo identification and proof of your share ownership.  If you hold Fund shares through an intermediary and plan to attend the meeting in person, you will be required to show a valid photo identification and authority to vote your shares (referred to as a “legal proxy”) to gain admission to the meeting. You must contact your intermediary to obtain a legal proxy for your shares.  Each proxy will be voted in accordance with its instructions; if no instruction is given, an executed proxy will authorize the persons named as attorneys, or any of them, to vote in favor of each matter.  This proxy and accompanying material, or a Notice of Internet Availability of Proxy Materials, are initially being mailed to shareholders on or about April 4, 2014.  Supplementary solicitations may be made by mail, telephone, facsimile or electronic means.

The Trustees have fixed the close of business on March 21, 2014 as the record date for the determination of the shareholders entitled to notice of and to vote at the meeting and any adjournments or postponements thereof.  Shareholders at the close of business on the record date will be entitled to one vote for each share held.  The number of shares of beneficial interest of each Fund outstanding as of March 21, 2014 is set forth in Exhibit A.

The persons who held of record 5% or more of the outstanding shares of any class of shares of a Fund as of February 28, 2014 are set forth in Exhibit B.  To the knowledge of the Fund, no other person owns (of record or beneficially) 5% or more of the outstanding shares of any class of shares of a Fund.  The current Trustees, nominees for Trustee, and officers of each Fund individually and as a group own beneficially less than 1% of the outstanding shares of any class of such Fund, except as disclosed in Exhibit B.  Shareholders of all classes of shares of a Fund will vote jointly on all items.  Each Trust’s Board of Trustees shall be elected by a plurality of the shares of the entire Trust voted in person or by proxy.  Election of Trustees is non-cumulative.

The Trustees know of no business other than the business mentioned in Proposal 1 of the Notice of Meeting that will be presented for consideration.  If any other matters are properly presented, it is the intention of the persons named as attorneys in the enclosed proxy to vote the proxies in accordance with their judgment on such matters.

Each Fund has previously sent its Annual Report and Semiannual Report to its shareholders, if the Fund has completed such fiscal period(s).  Each Fund will furnish without charge a copy of the Fund’s most recent Annual Report and its Semiannual Report to any shareholder upon request.  Shareholders desiring to obtain a copy of such reports should:  (i) access them on Eaton Vance’s website at www.eatonvance.com; (ii) write to the Fund c/o Eaton Vance Management, Two International Place, Boston, MA  02110, Attn:  Proxy Coordinator, Mutual Fund Operations, or (iii) call 1-800-262-1122 Monday through Friday between 8:30 a.m. – 5:30 p.m. (Eastern Time).

PROPOSAL 1.   ELECTION OF TRUSTEES

The Boards of Trustees of the Trusts and Portfolios are proposing that the persons identified below under “Nominees for Trustee” be elected as Trustees of each Trust and Portfolio.  Each Trustee, with the exception of Cynthia E. Frost and George J. Gorman, is currently serving as a Trustee for multiple funds in the Eaton Vance Group of Funds.  It has been a number of years since a meeting of shareholders was held to elect Trustees, and changes since that time in the composition of the Board now necessitate a meeting to elect the nominees. Under the Investment Company Act of 1940, as amended (the “1940 Act”), the Board of Trustees may fill vacancies through appointment as long as, after the Board fills the vacancy, at least two-thirds of the Trustees were elected by shareholders.

Nominations for Election as Noninterested Trustees

Scott E. Eston, Valerie A. Mosley and Harriett Tee Taggart currently serve as Trustees of each Trust and Portfolio having been appointed by the Board of Trustees (including a majority of the noninterested Trustees), in 2011, 2014 and 2011, respectively.  Cynthia E. Frost and George J. Gorman have been nominated by the Board for election by shareholders of each Trust and Portfolio based upon a recommendation of the Governance Committee of each Trust and Portfolio.  

Each nominee for election as a Trustee, as well as the other current Trustees, and their principal occupations for at least the last five years are set forth in the tables below.  The Trustees listed under “Other Current Trustees” have previously been elected by shareholders and shareholders are not being asked to reelect such Trustees at this meeting.  Unless otherwise indicated, the position listed under “Position(s) Held with the Fund and/or Portfolio” are held with all Trusts and Portfolios.  Each Trustee holds office during the lifetime of each Trust unless terminated in the event of the declination, death, resignation, retirement, removal, adjudicated incompetence, or other incapacity to perform the duties of the office, or removal, of a Trustee.  Information about Trust and Portfolio officers appears in Exhibit C.

Interested Trustee

Thomas E. Faust Jr. is an “interested person” as defined in the 1940 Act by reason of his affiliations with certain of the Funds, Eaton Vance Management (“EVM” or “Eaton Vance”), Boston Management and Research (“BMR”), and Eaton Vance Distributors, Inc. (“EVD”).  Eaton Vance, Inc. (“EV”) serves as the Trustee of EVM and BMR.  EV, EVM and EVD are wholly-owned subsidiaries of Eaton Vance Corp. (“EVC”), a publicly-held holding company.  BMR is an indirect subsidiary of EVC.  (EVM, EVD, EVC, BMR and their affiliates are sometimes referred to collectively as the “Eaton Vance Organization.”)

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3

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⁽¹⁾

As noted under “Trustee Nominations,” each Trustee holds office during the lifetime of each Trust unless terminated in the event of the declination, death, resignation, retirement, removal, adjudicated incompetence, or other incapacity to perform the duties of the office, or removal, of a Trustee.  Under the terms of each Fund’s and Portfolio’s Trustee retirement policy as currently in effect, a Trustee must retire as a Trustee on the first day of July following his or her 74th birthday unless such retirement would cause a Fund to be out of compliance with Section 16 of the 1940 Act, in which case the retirement and resignation will occur on the first day thereafter on which a Fund would be in compliance with Section 16. Section 16 requires in substance that at least two-thirds of the Trustees be elected by shareholders. Consistent with the Trustee retirement policy, Mr. Freedman is currently expected to retire as a Trustee of each Trust and Portfolio effective July 1, 2014.

⁽²⁾

Date noted is the date first appointed to serve as Trustee for a fund in the Eaton Vance family of funds.  Each Trustee has served continuously since appointment unless indicated otherwise.

⁽³⁾

Includes both master and feeder funds in master-feeder structure.

⁽⁴⁾

During their respective tenures, the Trustees or nominees (except for Mr. Gorman and Mmes. Frost and Mosley) also served as Board members of one or more of the following funds (which operated in the years noted): eUnits^TM 2 Year U.S. Equity Market Participation Trust:  Upside to Cap / Buffered Downside (launched in 2012 and terminated in 2014); Eaton Vance Credit Opportunities Fund (launched in 2005 and terminated in 2010); Eaton Vance Insured Florida Plus Municipal Bond Fund (launched in 2002 and terminated in 2009); and Eaton Vance National Municipal Income Trust (launched in 1998 and terminated in 2009).

⁽⁵⁾

Mr. Faust is President of the following Portfolios (each since 2013):  SMID-Cap Portfolio, Tax-Managed International Equity Portfolio and Tax-Managed Small-Cap Value Portfolio.

⁽⁶⁾

Nominated for election as a Trustee of all Trusts and Portfolios at the May 29, 2014 Special Meeting of Shareholders.  It is expected that Ms. Frost and Mr. Gorman will be appointed to the Board of Trustees of each closed-end fund advised by EVM or its affiliates effective as of May 30, 2014.

For the dollar range of equity securities beneficially owned by each Trustee and nominee in each Fund and in all Eaton Vance Funds overseen by the Trustees as of December 31, 2013, see Exhibit E.

Unless authority to vote for election of one or more of the nominees is specifically withheld by executing the proxy in the manner stated thereon, it is the present intention that the enclosed proxy will be used for the purpose of voting in favor of the election of all nominees as Trustees as described above to hold office in accordance with the By-Laws.  Each Trustee nominee has consented to stand for election and to serve as a Trustee if elected.  If any nominee should be unable to serve, an event not now anticipated, the discretionary power given in the proxy may be used to vote for a substitute nominee as designated by the Board of Trustees to replace such person (unless authority to vote for election of all nominees is specifically withheld by executing the proxy in the manner stated thereon).

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Board Meetings and Committees

The Board of Trustees has general oversight responsibility with respect to the business and affairs of each Trust and each Fund. The Board has engaged an investment adviser and (if applicable) a sub-adviser (collectively the “adviser”) to manage each Fund and an administrator to administer each Fund and is responsible for overseeing such adviser and administrator and other service providers to each Trust and each Fund. The Board is currently composed of nine Trustees, including eight Trustees who are not “interested persons” of a Fund, as that term is defined in the 1940 Act (each a “noninterested Trustee”). If the two additional Trustees who have been nominated to serve as Trustee are elected by shareholders the Board will consist of eleven Trustees, including ten Trustees who are noninterested Trustees.  In addition to eight regularly scheduled meetings per year, the Board holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting. As discussed below, the Board has established five committees to assist the Board in performing its oversight responsibilities.

The Board has appointed a noninterested Trustee to serve in the role of Chairman. The Chairman’s primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chairman also presides at all meetings of the Board and acts as a liaison with service providers, officers, attorneys, and other Trustees generally between meetings. The Chairman may perform such other functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to each Trust’s Declaration of Trust or By-laws, the designation of Chairman does not impose on such noninterested Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.  Each Portfolio has the same leadership structure as each Trust.

Each Fund and each Trust are subject to a number of risks, including, among others, investment, compliance, operational, and valuation risks. Risk oversight is part of the Board’s general oversight of each Fund and each Trust and is addressed as part of various activities of the Board of Trustees and its Committees. As part of its oversight of each Fund and each Trust, the Board directly, or through a Committee, relies on and reviews reports from, among others, Fund management, the adviser, the administrator, the principal underwriter, the Chief Compliance Officer (the “CCO”), and other Fund service providers responsible for day-to-day oversight of Fund investments, operations and compliance to assist the Board in identifying and understanding the nature and extent of risks and determining whether, and to what extent, such risks can or should be mitigated. The Board also interacts with the CCO and with senior personnel of the adviser, the administrator, the principal underwriter and other Fund service providers and provides input on risk management issues during meetings of the Board and its Committees.  Each of the adviser, the administrator, the principal underwriter and the other Fund service providers has its own independent interest and responsibilities in risk management, and its policies and methods for carrying out risk management functions will depend, in part, on its individual priorities, resources and controls. It is not possible to identify all of the risks that may affect a Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects.  Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve each Fund’s goals.

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The Board, with the assistance of management and with input from the Board’s various committees, reviews investment policies and risks in connection with its review of Fund performance. The Board has appointed a Fund CCO who oversees the implementation and testing of the Fund compliance program and reports to the Board regarding compliance matters for the Funds and their principal service providers. In addition, as part of the Board’s periodic review of the advisory, subadvisory (if applicable), distribution and other service provider agreements, the Board may consider risk management aspects of their operations and the functions for which they are responsible. With respect to valuation, the Board approves and periodically reviews valuation policies and procedures applicable to valuing each Fund’s shares. The administrator and the adviser are responsible for the implementation and day-to-day administration of these valuation policies and procedures and provides reports to the Audit Committee of the Board and the Board regarding these and related matters. In addition, the Audit Committee of the Board or the Board receives reports periodically from the independent public accounting firm for the Funds regarding tests performed by such firm on the valuation of all securities, as well as with respect to other risks associated with mutual funds. Reports received from service providers, legal counsel and the independent public accounting firm assist the Board in performing its oversight function.  Each Portfolio has the same risk oversight approach as the Funds and each Trust.

Each Trust’s Declaration of Trust does not set forth any specific qualifications to serve as a Trustee.  The Charter of the Governance Committee also does not set forth any specific qualifications, but does set forth certain factors that the Committee may take into account in considering noninterested Trustee candidates.  In general, no one factor is decisive in the selection of an individual to join the Board. Among the factors the Board considers when concluding that an individual should serve on the Board are the following: (i) knowledge in matters relating to the mutual fund industry; (ii) experience as a director or senior officer of public companies; (iii) educational background; (iv) reputation for high ethical standards and professional integrity; (v) specific financial, technical or other expertise, and the extent to which such expertise would complement the Board’s existing mix of skills, core competencies and qualifications; (vi) perceived ability to contribute to the ongoing functions of the Board, including the  ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (vii) the ability to qualify as a noninterested Trustee for purposes of the 1940 Act and any other actual or potential conflicts of interest involving the individual and each Fund; and (viii) such other factors as the Board determines to be relevant in light of the existing composition of the Board.

Among the attributes or skills common to all Board members are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other members of the Board, management, sub-advisers, other service providers, counsel and independent registered public accounting firms, and to exercise effective and independent business judgment in the performance of their duties as members of the Board.  Each Board member’s ability to perform his or her duties effectively has been attained through the Board member’s business, consulting, public service and/or academic positions and through experience from service as a member of the Boards in the Eaton Vance family of funds (“Eaton Vance Fund Boards”) (and/or in other capacities, including for any predecessor funds), public companies, or non-profit entities or other organizations as set forth below.  Each Board member’s ability to perform his or her duties effectively also has been enhanced by his or her educational background, professional training, and/or other life experiences.

In respect of each current member of the Board, the individual’s substantial professional accomplishments and experience, including in fields related to the operations of registered investment companies, were a significant factor in the determination that the individual should serve as a member of the Board.  The following is a summary of each Board member’s particular professional experience and additional considerations that contributed to the Board’s conclusion that he or she should serve as a member of the Board:

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Scott E. Eston. Mr. Eston has served as a member of the Eaton Vance Fund Boards since 2011. He currently serves on the investment and advisory board of the BAC Seed Fund, a real estate investment firm, on the board and on the investment committee of Michigan State University Foundation, and on the investment advisory committee of Michigan State University.  From 1997 through 2009, Mr. Eston served in several capacities at Grantham, Mayo, Van Otterloo and Co. (“GMO”), including as Chairman of the Executive Committee and Chief Operating and Chief Financial Officer, and also as the President and Principal Executive Officer of GMO Trust, an affiliated open-end registered investment company. From 1978 through 1997, Mr. Eston was employed at Coopers & Lybrand L.L.P. (now PricewaterhouseCoopers) (since 1987 as a Partner).

Thomas E. Faust Jr.  Mr. Faust has served as a member of the Eaton Vance Fund Boards since 2007.  He is currently Chairman, Chief Executive Officer and President of EVC, Director and President of EV, Chief Executive Officer and President of Eaton Vance and BMR, and Director of EVD.  Mr. Faust has served as a Director of Hexavest Inc. since 2012.  Mr. Faust previously served as an equity analyst, portfolio manager, Director of Equity Research and Management and Chief Investment Officer of Eaton Vance (1985-2007).  He holds B.S. degrees in Mechanical Engineering and Economics from the Massachusetts Institute of Technology and an MBA from Harvard Business School.  Mr. Faust has been a Chartered Financial Analyst since 1988.

Allen R. Freedman.  Mr. Freedman has served as a member of the Eaton Vance Fund Boards since 2007 and is the Chairperson of the Governance Committee.  Mr. Freedman also serves as a Director of Stonemor Partners L.P. where he also serves as the Chair of the Audit Committee and a member of the Trust and Compliance Committee.  Mr. Freedman was previously a Director of Assurant, Inc. from 1979-2011, a Director of Systems & Computer Technology Corp. from 1983-2004 and Chairman from 2002-2004, a Director of Loring Ward International from 2005-2007 and Chairman and a Director of Indus International, Inc. from 2005-2007.  Mr. Freedman was formerly the Chairman and Chief Executive Officer of Fortis, Inc. (predecessor to Assurant, Inc.), a specialty insurance company from which he retired in 2000.  Mr. Freedman also served as a Director of the Fortis Mutual Funds and First Fortis Life Insurance Company.  Mr. Freedman is a founding director of the Association of Audit Committee Members, Inc.

Cynthia E. Frost. Ms. Frost has been nominated as a member of the Eaton Vance Fund Boards.  From 2000 through 2012, Ms. Frost was the Chief Investment Officer of Brown University, where she oversaw the evaluation, selection and monitoring of the third party investment managers who managed the university’s endowment.  From 1995-2000 Ms. Frost was a Portfolio Strategist for Duke Management Company, which oversaw Duke University’s endowment.  Ms. Frost also served in various investment and consulting roles at Cambridge Associates (from 1989-1995), Bain and Company (1987-1989) and BA Investment Management Company (1983-1985), and has additional experience as a member of the investment committee of several non-profit organizations.

George J. Gorman.  Mr. Gorman has been nominated as a member of the Eaton Vance Fund Boards.  From 1974 through 2009, Mr. Gorman served in various capacities at Ernst & Young LLP, including as a Senior Partner in the Asset Management Group (from  1988) specializing in managing engagement teams responsible for auditing mutual funds registered with the SEC, hedge funds and private equity funds.  Mr. Gorman also has experience serving as an independent trustee of other mutual fund complexes, including the Bank of America Money Market Funds Series Trust (since 2011), and the Ashmore Funds (since 2010).

Valerie A. Mosley.  Ms. Mosley has served as a member of the Eaton Vance Fund Boards since January 1, 2014.  She currently owns and manages a consulting and investment firm, Valmo Ventures.  From 1992 through 2012, Ms. Mosley served in several capacities at Wellington Management Company, LLP, an investment management firm, including as a Partner, Senior Vice President, Portfolio Manager and Investment Strategist.  Ms. Mosley also served as Chief Investment Officer at PG Corbin Asset Management from 1990-1992 and worked in institutional corporate bond

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sales at Kidder Peabody from 1986-1990.  Ms. Mosley is a Director of Dynex Capital, Inc., a mortgage REIT, and also serves as a trustee or board member of several major non-profit organizations and endowments, including Wheelock College’s endowment, Mass Ventures, a quasi-public early-stage investment corporation active in Massachusetts, and the Federal Reserve Bank of Boston’s Advisory Board for Diversity.

William H. Park.  Mr. Park has served as a member of the Eaton Vance Fund Boards since 2003 and is the Chairperson of the Audit Committee.  Mr. Park was formerly the Chief Financial Officer of Aveon Group, L.P. from 2010-2011. Mr. Park also served as Vice Chairman of Commercial Industrial Finance Corp. from 2006-2010, as President and Chief Executive Officer of Prizm Capital Management, LLC from 2002-2005, as Executive Vice President and Chief Financial Officer of United Asset Management Corporation from 1982-2001 and as Senior Manager of Price Waterhouse (now PricewaterhouseCoopers) from 1972-1981.

Ronald A. Pearlman.  Mr. Pearlman has served as a member of the Eaton Vance Fund Boards since 2003 and is the Chairperson of the Compliance Reports and Regulatory Matters Committee.  He is a Professor of Law at Georgetown University Law Center.  Previously, Mr. Pearlman was Deputy Assistant Secretary (Tax Policy) and Assistant Secretary (Tax Policy), U.S. Department of the Treasury from 1983-1985 and served as Chief of Staff, Joint Committee on Taxation, U.S. Congress from 1988-1990.  Mr. Pearlman was engaged in the private practice of law from 1969-2000, with the exception of the periods of government service.  He represented large domestic and multinational businesses in connection with the tax aspects of complex transactions and high net worth individuals in connection with tax and business planning.

Helen Frame Peters.  Ms. Peters has served as a member of the Eaton Vance Fund Boards since 2008 and is a Co-Chairperson of the Portfolio Management Committee.  She is currently a Professor of Finance at Carroll School of Management, Boston College and was formerly Dean of Carroll School of Management from 2000-2002. Ms. Peters was previously a Director of BJ’s Wholesale Club, Inc. from 2004-2011.  In addition, Ms. Peters was the Chief Investment Officer, Fixed Income at Scudder Kemper Investments from 1998-1999 and Chief Investment Officer, Equity and Fixed Income at Colonial Management Associates from 1991-1998.  Ms. Peters also served as a Trustee of SPDR Index Shares Funds and SPDR Series Trust from 2000-2009 and as a Director of the Federal Home Loan Bank of Boston from 2007-2009.

Harriett Tee Taggart. Ms. Taggart has served as a member of the Eaton Vance Fund Boards since 2011 and is a Co-Chairperson of the Portfolio Management Committee. She currently manages a professional practice, Taggart Associates. Since 2007, Ms. Taggart has been a Director of Albermarle Corporation, a specialty chemical company where she serves as a member of the Audit Committee and of the Nomination and Governance Committee. Since 2009 she has served as a Director of the Hanover Insurance Group, Inc. where she also serves as member of the Audit Committee.  Ms. Taggart is also a trustee or member of several major non-profit boards, advisory committees and endowment investment companies. From 1983 through 2006, Ms. Taggart served in several capacities at Wellington Management Company, LLP, an investment management firm, including as a Partner, Senior Vice President and chemical industry sector portfolio manager. Ms. Taggart also served as a Director of the Lubrizol Corporation, a specialty chemicals manufacturer from 2007-2011.

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Ralph F. Verni.  Mr. Verni has served as a member of the Eaton Vance Fund Boards since 2005 and is the Independent Chairperson of the Board and the Chairperson of the Contract Review Committee.  Mr. Verni was formerly the Chief Investment Officer (from 1982-1992), Chief Financial Officer (from 1988-1990) and Director (from 1982-1992) of New England Life.  Mr. Verni was also the Chairperson of the New England Mutual Funds from 1982-1992; President and Chief Executive Officer of State Street Management & Research from 1992-2000; Chairperson of the State Street Research Mutual Funds from 1992-2000; Director of W.P. Carey, LLC from 1998-2004; and Director of First Pioneer Farm Credit Corp. from 2002-2006.  Mr. Verni has been a Chartered Financial Analyst since 1977.

During the calendar year ended December 31, 2013, the Board met eight times.  The Board of Trustees of each Trust and Portfolio have several formal standing Committees, including an Audit Committee, a Contract Review Committee, a Governance Committee, a Portfolio Management Committee, and a Compliance Reports and Regulatory Matters Committee.  During the calendar year ended December 31, 2013, the Audit Committee met eighteen times, the Contract Review Committee met seven times, the Governance Committee met eight times, the Portfolio Management Committee met six times and the Compliance Reports and Regulatory Matters Committee met ten times.  Each Trustee currently serving on the Boards listed above attended at least 75% of such Board and Committee meetings on which he or she serves except for Ms. Mosley who was appointed as a Trustee effective January 1, 2014.  The Portfolios have the same Trustee committee and compensation structure and committee composition as the Funds.

Each of the Committees is comprised of only noninterested Trustees.  The respective duties and responsibilities of these Committees remain under the continuing review of the Governance Committee and the Board.

Messrs. Park (Chair), Eston, Pearlman and Verni, and Ms. Peters are members of the Audit Committee.  The Board has designated Mr. Park, a noninterested Trustee, as Audit Committee financial expert.  The Audit Committee’s purposes are to (i) oversee each Fund’s and Portfolio’s accounting and financial reporting processes, its internal control over financial reporting, and, as appropriate, the internal control over financial reporting of certain service providers; (ii) oversee or, as appropriate, assist Board oversight of the quality and integrity of each Fund’s and Portfolio’s financial statements and the independent audit thereof; (iii) oversee, or, as appropriate, assist Board oversight of, each Fund’s and Portfolio’s compliance with legal and regulatory requirements that relate to each Fund’s and Portfolio’s accounting and financial reporting, internal control over financial reporting and independent audits; (iv) approve, prior to appointment, the engagement and, when appropriate, replacement of the independent registered public account firm, and, if applicable, nominate the independent registered public accounting firm to be proposed for shareholder ratification in any proxy statement of a Fund; (v) evaluate the qualifications, independence and performance of the independent registered public accounting firm and the audit partner in charge of leading the audit; and (vi) prepare, as necessary, such Audit Committee reports consistent with the requirements of applicable Securities and Exchange Commission (“SEC”) and stock exchange rules for inclusion in the proxy statement of a Fund.  Each Trust’s and Portfolio’s Board of Trustees has adopted a written charter for its Audit Committee.  The written charter is available on the Eaton Vance website, www.eatonvance.com, by selecting “Individual Investors” followed by “Resources” and then “Fund Corporate Governance.”  

Messrs. Verni (Chair), Eston, Freedman and Park, and Mmes. Mosley, Peters and Taggart are members of the Contract Review Committee.  The purposes of the Contract Review Committee are to consider, evaluate and make recommendations to the Board concerning the following matters: (i) contractual arrangements with each service provider to the Funds and Portfolios, including advisory, sub-advisory, transfer agency, custodial and fund accounting, distribution services and administrative services; (ii) any and all other matters in which any service provider (including Eaton Vance or any

10

affiliated entity thereof) has an actual or potential conflict of interest with the interests of the Funds, Portfolios or investors therein; and (iii) any other matter appropriate for review by the noninterested Trustees, unless the matter is within the responsibilities of other Committees of the Board.

Mmes. Peters and Taggart (Co-Chairs) and Mosley and Mr. Freedman are members of the Portfolio Management Committee. The purposes of the Portfolio Management Committee are to: (i) assist the Board in its oversight of the portfolio management process employed by the Funds and Portfolios and their investment adviser and sub-adviser(s), if applicable, relative to the Funds’ and Portfolios’ stated objective(s), strategies and restrictions; (ii) assist the Board in its oversight of the trading policies and procedures and risk management techniques applicable to the Funds and the Portfolios; and (iii) assist the Board in its monitoring of the performance results of all funds and portfolios, giving special attention to the performance of certain funds and portfolios that it or the Board identifies from time to time.

Messrs. Pearlman (Chair), Eston and Park are members of the Compliance Reports and Regulatory Matters Committee. The purposes of the Compliance Reports and Regulatory Matters Committee are to: (i) assist the Board in its oversight role with respect to compliance issues and certain other regulatory matters affecting the Funds and Portfolios; (ii) serve as a liaison between the Board and the Funds’ and Portfolios’ CCO; and (iii) serve as a “qualified legal compliance committee” within the rules promulgated by the SEC.

Messrs. Freedman (Chair), Eston, Park, Pearlman and Verni, and Mmes. Mosley, Peters and Taggart are members of the Governance Committee.  The purpose of the Governance Committee is to consider, evaluate and make recommendations to the Board with respect to the structure, membership and operation of the Board and the Committees thereof, including the nomination and selection of noninterested Trustees and a Chairperson of the Board and the compensation of such persons.

Each Fund’s Board of Trustees has adopted a written charter for its Governance Committee, a copy of which is available on the Eaton Vance website, www.eatonvance.com, by selecting “Individual Investors” followed by “Resources” and then “Fund Corporate Governance.”  The Governance Committee identifies candidates by obtaining referrals from such sources as it deems appropriate, which may include current Trustees, management of the Fund, counsel and other advisors to the Trustees, and shareholders of the Funds who submit recommendations in accordance with the procedures described in the Committee’s charter.  In no event shall the Governance Committee consider as a candidate to fill any vacancy an individual recommended by management of the Funds, unless the Governance Committee has invited management to make such a recommendation.  The Governance Committee will, when a vacancy exists or is anticipated, consider any nominee for noninterested Trustee recommended by a shareholder if such recommendation is submitted in writing to the Governance Committee, contains sufficient background information concerning the candidate, including evidence the candidate is willing to serve as a noninterested Trustee if selected for the position, and is received in a sufficiently timely manner. The Governance Committee’s procedures for identifying and evaluating candidates for the position of noninterested Trustee, including the procedures to be followed by shareholders of a Fund wishing to recommend such candidates for consideration by the Governance Committee and the qualifications the Governance Committee will consider, are set forth in an appendix to the Committee’s charter.

The Governance Committee does not have a formal policy to consider diversity when identifying candidates for the position of noninterested Trustee.  Rather, as a matter of practice, the Committee considers the overall diversity of the Board’s composition when identifying candidates.  Specifically, the Committee considers how a particular candidate could be expected to contribute to overall diversity in the backgrounds, skills and experiences of the Board’s members and thereby enhance the effectiveness of the Board.  In addition, as part of its annual self-evaluation, the Board has an opportunity to consider the diversity of its members, including specifically whether the Board’s

11

members have the right mix of characteristics, experiences and skills.  The results of the self-evaluation are considered by the Governance Committee in its decision-making process with respect to candidates for the position of noninterested Trustee.

Communication with the Board

Shareholders wishing to communicate with the Board may do so by sending a written communication to the Chairperson of the Boards of Trustees, the Chairperson of any of the Committees of the Boards of Trustees or to the Independent Trustees as a group, at the following address:  Two International Place, Boston, MA 02110, c/o the Secretary of the applicable Fund.

Remuneration of Trustees

Trustees of each Trust and Portfolio who are not affiliated with EVM or BMR may elect to defer receipt of all or a percentage of their annual fees in accordance with the terms of a Trustees Deferred Compensation Plan (the “Deferred Compensation Plan”).  Under each Deferred Compensation Plan, an eligible Trustee may elect to have his deferred fees invested in the shares of one or more funds in the Eaton Vance Group of Funds, and the amount paid to the Trustees under each Deferred Compensation Plan will be determined based upon the performance of such investments.  Deferral of Trustees’ fees in accordance with each Deferred Compensation Plan will have a negligible effect on a Fund’s or Portfolio’s assets, liabilities, and net income per share, and will not obligate a Trust or Portfolio to retain the services of any Trustee or obligate a Trust or Portfolio to pay any particular level of compensation to the Trustee.  None of the Trusts or the Portfolios has a retirement plan for Trustees.  The fees and expenses of those Trustees who are not members of the Eaton Vance Organization are paid by the Trusts and Portfolios.  Exhibit F sets forth (i) the compensation earned by the Trustees who are not members of the Eaton Vance Organization in their capacities as Trustees of each Trust and Portfolio as of the Fund’s most recent fiscal year end, and (ii) the compensation earned in their capacities as Trustees of the registered investment companies advised, administered and/or distributed by Eaton Vance or its affiliates (the “Eaton Vance family of funds”) for the year ended December 31, 2013.

Election of Portfolio Trustees

As described above, each nominee for Trustee of a Fund is also nominated to serve as Trustee of the Fund’s corresponding Portfolio or Portfolios.  For those Funds in a “master-feeder structure” that invest in a single Portfolio, each such Fund will vote its interest in its corresponding Portfolio for or against a Portfolio Trustee nominee in the same proportion as the instructions received from the Fund’s shareholders.  For those Funds that invest in multiple Portfolios or Class I or Institutional Class Shares of another Fund, each such Fund will vote its respective interests in its Portfolios or Fund for or against a Portfolio or Fund Trustee nominee in accordance with applicable law.

Voting at the Meeting

Unless authority to vote for election of one or more nominees is specifically withheld by executing the proxy in the manner stated thereon, it is the present intention that the enclosed proxy will be used for the purpose of authorizing each Fund to vote in favor of the election of the nominees set forth in Proposal 1 to be Trustees of the respective Trusts and Portfolios, to hold office during the lifetime of each Trust, unless terminated earlier as described above.

Vote Required to Approve Proposal 1

Each Trust’s Board of Trustees shall be elected by a plurality of the shares of the entire Trust voted in person or by proxy.

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Each Portfolio’s Board of Trustees shall be elected by a plurality of the interests in the Portfolio voted in person or by proxy.

The Board of Trustees recommends that the shareholders of each Fund vote to elect each nominee of its respective Trust as a Trustee of the Trust.

NOTICE TO BANKS AND BROKER/DEALERS

The Funds have previously solicited all Nominee and Broker/Dealer accounts as to the number of additional proxy statements or Notice of Internet Availability of Proxy Materials required to supply owners of shares.  Should additional proxy material be required for beneficial owners, please forward such requests to Eaton Vance Management, Two International Place, Boston, MA  02110, Attn:  Proxy Coordinator.

ADDITIONAL INFORMATION

Auditors, Audit Fees and All Other Fees

Deloitte & Touche LLP (“Deloitte”), 200 Berkeley Street, Boston, MA 02116, serves as the independent registered public accounting firm of the Funds and Portfolios.  Deloitte is expected to be represented at the Special Meeting, but if not, a representative will be available by telephone should the need for consultation arise.  Representatives of Deloitte will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.  A list of the Funds and the aggregate audit, audit-related, tax, and other fees billed for services rendered to each Fund by the Fund’s independent registered public accounting firm for the relevant periods are set forth on Exhibit G hereto.  Aggregate non-audit fees (i.e., fees for audit-related, tax, and other services) billed for services rendered for the relevant periods to (i) each Fund by the Fund’s independent registered public accounting firm; and (ii) the Eaton Vance Organization by each Fund’s independent registered public accounting firm are also set forth on Exhibit G hereto.

Each Fund’s Audit Committee has adopted policies and procedures relating to the pre-approval of services provided by the Fund’s independent registered public accounting firm (the “Pre-Approval Policies”).  The Pre-Approval Policies establish a framework intended to assist the Audit Committee in the proper discharge of its pre-approval responsibilities.  As a general matter, the Pre-Approval Policies (i) specify certain types of audit, audit-related, tax, and other services determined to be pre-approved by the Audit Committee; and (ii) delineate specific procedures governing the mechanics of the pre-approval process, including the approval and monitoring of audit and non-audit service fees.  Unless a service is specifically pre-approved under the Pre-Approval Policies, it must be separately pre-approved by the Audit Committee.  The Pre-Approval Policies and the types of audit and non-audit services pre-approved therein must be reviewed and ratified by each Fund’s Audit Committee at least annually.  The Fund’s Audit Committee maintains full responsibility for the appointment, compensation, and oversight of the work of each Fund’s independent registered public accounting firm.

Each Fund’s Audit Committee has considered whether the provision by the Fund’s principal accountant of non-audit services to the Fund’s investment adviser, as well as any of its affiliates that provide ongoing services to the Fund, that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is compatible with maintaining the independent registered public accounting firm’s independence.

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Officers of the Funds and Portfolios

The officers of the Funds and Portfolios and length of service are set forth in Exhibits C and D.  Because of their positions with Eaton Vance and their ownership of EVC stock, the officers of each Fund and each Portfolio will benefit from the advisory fees and/or administration fees paid by a Fund or Portfolio to Eaton Vance or BMR.

Investment Adviser, Administrator and Underwriter

Eaton Vance and BMR serve as investment adviser to many of the Funds and Portfolios in the Eaton Vance Group of Funds.  In addition, where applicable, Eaton Vance serves as administrator and sub-transfer agent to the Funds.  The following investment advisers serve as adviser or sub-adviser to the Funds noted:

·

AGF Investments America Inc., 66 Wellington Street, W, 33^rd Floor, Toronto, Canada M5K 1E9, serves as sub-adviser to Eaton Vance Global Natural Resources Fund.  

·

Armored Wolf, LLC, Lakeshore Tower 111, 18111 Von Karman Avenue, Suite #525, Irvine, CA 92612, serves as sub-adviser to Eaton Vance Commodity Strategy Fund.  

·

Hexavest Inc., 1250 Rene-Levesque West, Suite 4200, Montreal, Province, Quebec, H3B 4W8, serves as sub-adviser to Eaton Vance Hexavest Emerging Markets Equity Fund, Eaton Vance Hexavest Global Equity Fund, Eaton Vance International Equity Fund and Eaton Vance Hexavest U.S. Equity Fund.  

·

BMO Global Asset Management (Asia) Limited, Suite 3808, One Exchange Square, Central, Hong Kong serves as sub-adviser to Asian Small Companies Portfolio, Eaton Vance Greater China Growth Fund and Greater India Portfolio.

·

OrbiMed Advisors, LLC, 601 Lexington Avenue, 54^th Floor, New York, NY 10022, is the investment adviser to Worldwide Health Sciences Portfolio.  

·

Richard Bernstein Advisors LLC, Tower 45, 120 West 45^th Street, 19^th Floor, New York, NY 10036, serves as sub-adviser to Eaton Vance Richard Bernstein All Asset Strategy Fund and Eaton Vance Richard Bernstein Equity Strategy Fund.  

·

Atlanta Capital Management Company, LLC a majority owned subsidiary of EVC, serves as sub-adviser to Eaton Vance Atlanta Capital Focused Growth Fund, Eaton Vance Atlanta Capital Select Equity Fund, SMID-Cap Portfolio and Eaton Vance Atlanta Capital Horizon Growth Fund.

·

Parametric Portfolio Associates LLC, a majority owned subsidiary of EVC, serve as sub-adviser to certain Funds and a Portfolio with “Parametric” in the name, as well as Tax-Managed International Equity Portfolio (except for the Fund under Parametric Risk Advisors LLC below).

·

Parametric Risk Advisors LLC, a subsidiary of Parametric Portfolio Associates LLC, serves as sub-adviser to Eaton Vance Risk-Managed Equity Option Fund, Parametric Absolute Return Fund, MSAM Completion Portfolio and MSAR Completion Portfolio.  

EVD acts as the principal underwriter for all Funds and as placement agent for all the Portfolios.  The business address of Eaton Vance, BMR, EVD, Atlanta Capital Management Company, LLC and Parametric Portfolio Associates LLC is Two International Place, Boston, MA  02110.  The business address of Parametric Risk Advisors LLC is 518 Riverside Avenue, Westport, CT 06880.

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Proxy Solicitation and Tabulation

The expense of preparing, printing and mailing this Proxy Statement and enclosures and the costs of soliciting proxies on behalf of each Trust’s Board of Trustees will be paid by the Funds pro rata based on the number of shareholder accounts.  Proxies will be solicited by mail and may be solicited in person or by telephone, facsimile or other electronic means by officers of the Trust, by personnel of Eaton Vance, by the Funds’ transfer agent, BNY Mellon Investment Servicing (US) Inc. (“BNY”) (or State Street Bank and Trust Company (“State Street”) in the case of Eaton Vance Variable Trust), by broker-dealer firms or by a professional solicitation organization.  The Funds have retained AST to assist in the solicitation of proxies, for which the Funds will pay approximately $5,000 plus out-of-pocket expenses to be allocated to the Funds pro rata based on the number of that Fund’s shareholder accounts.  The expenses connected with the solicitation of these proxies and with any further proxies which may be solicited by a Fund’s officers, by Eaton Vance personnel, by the transfer agent, BNY (or State Street in the case of Eaton Vance Variable Trust), by broker-dealer firms or by AST, in person, or by telephone, by facsimile or other electronic means will be borne by the Funds.  A written proxy may be delivered to a Fund or its transfer agent prior to the meeting by facsimile machine, graphic communication equipment or other electronic transmission.  A Fund will reimburse banks, broker-dealer firms, and other entities or persons holding shares registered in their names or in the names of their nominees, for their expenses incurred in sending proxy material to and obtaining proxies from the beneficial owners of such shares.  Total aggregate proxy costs for all the Trusts are estimated to be $2,600,000.  As mentioned, such costs will be paid by the Funds pro rata based on the number of shareholder accounts.

Shareholders may also choose to give their proxy votes through the Internet or by telephone using automated telephonic voting rather than return their proxy cards.  Please see the proxy card or Notice of Internet Availability of Proxy Materials for details.  A Fund may arrange for Eaton Vance, its affiliates or agents to contact shareholders who have not returned their proxy cards and offer to have votes recorded by telephone.  If a Fund records votes over the Internet or by telephone, it will use procedures designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded.  If the enclosed proxy card is executed and returned, or an Internet or telephonic vote is delivered, that vote may nevertheless be revoked at any time prior to its use by written notification received by the Fund, by the execution of a later-dated proxy card, by the Fund’s receipt of a subsequent valid Internet or telephonic vote, or by attending the meeting and voting in person.

All proxy cards solicited by the Boards of Trustees that are properly executed and telephone and Internet votes that are properly delivered and received by the Secretary prior to the meeting, and which are not revoked, will be voted at the meeting.  Shares represented by such proxies will be voted in accordance with the instructions thereon.  If no specification is made on the proxy card with respect to Proposal 1, it will be voted FOR the matters specified on the proxy card.  With respect to Fund shares held in Eaton Vance individual retirement accounts, undirected shares will be voted by Eaton Vance or an affiliate in the same proportion as shares of that Fund for which instructions were received.  For purposes of determining the presence or absence of a quorum and for determining whether sufficient votes have been received for approval of any matter to be acted upon at the meeting, abstentions and broker non-votes (i.e., proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the brokers or nominees do not have discretionary power) will be treated as shares that are present at the meeting, but which have not been voted.  Accordingly, abstentions and broker non-votes will assist a Fund in obtaining a quorum, but will have no effect on the outcome of the Proposal.

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For a Trust to have a quorum to transact business at the Special Meeting of Shareholders, there must be present, in person or by proxy the holders of one-third (1/3) of the then issued and outstanding shares of that Trust.  In the event that a quorum is not present at the meeting, or if a quorum is present at the meeting but sufficient votes by the shareholders of the Trusts in favor of Proposal 1 set forth in the Notice of this meeting are not received by the meeting date, the persons named as attorneys in the enclosed proxy may propose one or more adjournments of the meeting to permit further solicitation of proxies.  Any such adjournment will require the affirmative vote of the holders of a majority of the shares of that Trust present in person or by proxy at the session of the meeting to be adjourned.  The persons named as attorneys in the enclosed proxy will vote in favor of such adjournment those proxies that they are entitled to vote in favor of the Proposal for which further solicitation of proxies is to be made.  They will vote against any such adjournment those proxies required to be voted against such Proposal.  The costs of any such additional solicitation and of any adjourned session will be borne by the Funds as described above.

Shareholder Proposals

Shareholders wishing to submit proposals for consideration at a subsequent shareholders’ meeting should send their written proposals to: Secretary, Eaton Vance Group of Funds, Two International Place, Boston, MA 02110.  Proposals must be received in advance of a proxy solicitation to be considered and the mere submission of a proposal does not guarantee inclusion in the proxy statement or consideration at the meeting.  The Funds do not conduct annual meetings.

April 4, 2014

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Exhibit A

The outstanding shares of beneficial interest of each Fund may consist of Class A, Investor Class, Advisers Class, Class B, Class C, Class I, Institutional Class or Class R shares as indicated below.

A-1

A-2

A-3

Exhibit B

As of February 28, 2014, the following record owners of the specified Fund and class held the share amounts and corresponding percentages indicated below, which was owned either (i) beneficially by such persons or (ii) of record by such persons on behalf of customers who are the beneficial owners of such shares and as to which such record owners may exercise voting rights under certain limited circumstances.  Beneficial owners of 25% or more of a class of a Fund are presumed to be in control of the class for purposes of voting on certain matters submitted to shareholders.  Beneficial share ownership by a Fund Trustee or officer, as the case may be, is noted.

Eaton Vance Growth Trust

Eaton Vance Asian Small Companies Fund

Eaton Vance Atlanta Capital Focused Growth Fund

Eaton Vance Atlanta Capital Select Equity Fund

Eaton Vance Atlanta Capital SMID-Cap Fund

B-1

Amount of

Securities

Percentage

Address

Owned

  Owned

Eaton Vance Atlanta Capital SMID-Cap Fund - continued

Eaton Vance Focused Growth Opportunities Fund

Eaton Vance Focused Value Opportunities Fund

B-2

Amount of

Securities

Percentage

Address

Owned

  Owned

Eaton Vance Global Natural Resources Fund

Eaton Vance Greater China Growth Fund   

Eaton Vance Hexavest Emerging Markets Equity Fund  

Eaton Vance Hexavest Global Equity Fund   

B-3

Amount of

Securities

Percentage

Address

Owned

  Owned

Eaton Vance Hexavest International Equity Fund   

Eaton Vance Hexavest U.S. Equity Fund   

Eaton Vance Multi-Cap Growth Fund    

Eaton Vance Richard Bernstein All Asset Strategy Fund   

B-4

Amount of

Securities

Percentage

Address

Owned

  Owned

Eaton Vance Richard Bernstein Equity Strategy Fund   

Eaton Vance Worldwide Health Sciences Fund   

Parametric Balanced Risk Fund

B-5

Amount of

Securities

Percentage

Address

Owned

  Owned

Eaton Vance Investment Trust

Eaton Vance Floating-Rate Municipal Income Fund    

Eaton Vance Massachusetts Limited Maturity Municipal Income Fund    

Eaton Vance National Limited Maturity Municipal Income Fund    

B-6

Amount of

Securities

Percentage

Address

Owned

  Owned

Eaton Vance National Limited Maturity Municipal Income Fund - continued

Eaton Vance New York Limited Maturity Municipal Income Fund    

Eaton Vance Pennsylvania Limited Maturity Municipal Income Fund    

B-7

Amount of

Securities

Percentage

Address

Owned

  Owned

Eaton Vance Municipals Trust

Eaton Vance Alabama Municipal Income Fund   

 

Eaton Vance Arizona Municipal Income Fund