EATON VANCE GROWTH TRUST
497, 1995-09-08
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<PAGE>
                            EATON VANCE GROWTH TRUST

                  EV MARATHON GOLD & NATURAL RESOURCES FUND

               SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 1, 1995

1. Effective August 31, 1995, EV Marathon Gold & Natural Resources Fund was
reorganized and became a series of Eaton Vance Growth Trust, a business trust
organized under the laws of the Commonwealth of Massachusetts. Prior to the
reorganization, the Fund had been a separate Massachusetts business trust.
Except for the fact that the Fund is now a series of Eaton Vance Growth Trust,
shares of the Fund represent the same interest in the Fund's assets, are of the
same class, are subject to the same terms and conditions, fees and expenses and
confer the same rights as when the Fund was a separate trust.

   
2. THE FOLLOWING PARAGRAPH REPLACES THE PARAGRAPH UNDER THE CAPTION "EATON VANCE
SHAREHOLDER SERVICES -- REINVESTMENT PRIVILEGE":

REINVESTMENT PRIVILEGE: A SHAREHOLDER WHO HAS REPURCHASED OR REDEEMED SHARES MAY
REINVEST, WITH CREDIT FOR ANY CONTINGENT DEFERRED SALES CHARGES PAID ON THE
REPURCHASED OR REDEEMED SHARES, ANY PORTION OR ALL OF THE REPURCHASE OR
REDEMPTION PROCEEDS (PLUS THAT AMOUNT NECESSARY TO ACQUIRE A FRACTIONAL SHARE TO
ROUND OFF THE PURCHASE TO THE NEAREST FULL SHARE) IN SHARES OF THE FUND,
provided that the reinvestment is effected within 60 days after such repurchase
or redemption, and the privilege has not been used more than once in the prior
12 months. Shares are sold to a reinvesting shareholder at the next determined
net asset value following timely receipt of a written purchase order by the
Principal Underwriter or by the Fund (or by the Fund's Transfer Agent). To the
extent that any shares of the Fund are sold at a loss and the proceeds are
reinvested in shares of the Fund (or other shares of the Fund are acquired
within the period beginning 30 days before and ending 30 days after the date of
the redemption), some or all of the loss generally will not be allowed as a tax
deduction. Shareholders should consult their tax advisers concerning the tax
consequences of reinvestments.

3. UNDER THE SECTION ENTITLED "MANAGEMENT OF THE FUND", THE FOLLOWING PARAGRAPH
REPLACES THE EXISTING PARAGRAPH IDENTIFYING THE PORTFOLIO MANAGER:

    William D. Burt and Barclay Tittmann are the co-portfolio managers of the
Fund. Mr. Burt joined Eaton Vance Management as a Vice President in November,
1994. Previously he was a Vice President of The Boston Company (1990-1994) and
a Vice President of Baring America Asset Management (1979-1990). Mr. Tittmann
joined Eaton Vance Management as a Vice President in October, 1993. He was a
Vice President, portfolio manager and analyst with Invesco Management and
Research (formerly Gardner and Preston Moss) from 1970-1993.
<PAGE>
4. THE FOLLOWING INFORMATION FOR THE SIX MONTHS ENDED MARCH 31, 1995 (UNAUDITED)
SUPPLEMENTS THE INFORMATION PROVIDED UNDER "THE FUND'S FINANCIAL HIGHLIGHTS" ON
PAGE THREE OF THE PROSPECTUS:

                                                             SIX MONTHS
                                                                ENDED
                                                               MARCH 31,
                                                                 1995
                                                             (UNAUDITED)
                                                             -----------
NET ASSET VALUE, beginning of year                             $14.890
                                                               -------

INCOME FROM OPERATIONS:
  Net investment income (loss)                                 $(0.016)
  Net realized and unrealized gain (loss) on investments        (0.384)
                                                               --------
      Total income from investment operations                  $(0.400)
                                                               --------

LESS DISTRIBUTIONS FROM:
  Net investment income                                        $  --
  Net realized gain on investments                                --
  In excess of net investment income                              --
  In excess of realized gain on investment                        --
                                                               --------
      Total distributions                                      $  --
                                                               --------

NET ASSET VALUE, end of year                                   $14.490
                                                               ========
TOTAL RETURN(1)                                                 (2.69%)

RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of year (000's omitted)                      $13,570 
Ratio of net expenses to average net assets                       2.31%+
 Ratio of net investment income (loss) to average net assets     (0.43)%+
PORTFOLIO TURNOVER                                                 13%

(1)Total return is calculated assuming a purchase at the net asset value on the
   first day and a sale at the net asset value on the last day of each period.
   Dividends and distributions, if any, are assumed to be reinvested at the net
   asset value on the record date.
  +Computed on an annualized basis.
    

    THE DATE OF THE ATTACHED PROSPECTUS IS CHANGED TO SEPTEMBER 1, 1995.

September 1, 1995
                                                                          M-NRPS
<PAGE>



                            EATON VANCE GROWTH TRUST


                   EV MARATHON GOLD & NATURAL RESOURCES FUND

    SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 1, 1995




1. Effective August 31, 1995, EV Marathon Gold & Natural Resources Fund was
reorganized and became a series of Eaton Vance Growth Trust, a business trust
organized under the laws of the Commonwealth of Massachusetts. Prior to the
reorganization, the Fund had been a separate Massachusetts business trust.
Except for the fact that the Fund is now a series of Eaton Vance Growth Trust,
shares of the Fund represent the same interest in the Fund's assets, are of the
same class, are subject to the same terms and conditions, fees and expenses and
confer the same rights as when the Fund was a separate trust.

   
2. The fiscal year end of the Fund has been changed from September 30 to
August 31.

3. Attached are unaudited financial statements for the Fund for the six months
ended March 31, 1995. These are in addition to the existing audited financial
statements dated September 30, 1994 found on pages 29 through 39 of the
Statement of Additional Information.
    


   THE DATE OF THE ATTACHED STATEMENT OF ADDITIONAL INFORMATION IS CHANGED
                             TO SEPTEMBER 1, 1995.

September 1, 1995                                                       M-NRSAIS
<PAGE>

   
--------------------------------------------------------------------------
                           EV MARATHON GOLD & NATURAL
                                RESOURCES FUND
                           PORTFOLIO OF INVESTMENTS
                                MARCH 31, 1995
                                  (UNAUDITED)
--------------------------------------------------------------------------
                             COMMON STOCKS - 96.1%
--------------------------------------------------------------------------
NAME OF COMPANY                                   SHARES       VALUE
--------------------------------------------------------------------------
GOLD & PRECIOUS METALS - 24.3%
Ashanti Goldfields Ltd. GDR                       12,000       $   292,500
Battle Mountain Gold Co.                          24,000           288,000
Barrick Gold Corp.+                               17,000           425,000
Dayton Mining Corp.+                              55,000           160,754
Firstmiss Gold, Inc.*                             40,000           400,000
Hecla Mining Co.                                  25,000           287,500
Newmont Mining Corp.                               6,237           266,631
Placer Dome, Inc.+                                19,000           463,125
Santa Fe Pacific Gold Corp.                       33,000           416,625
TVX Gold, Inc.*+                                  45,000           298,125
                                                               -----------
                                                               $ 3,298,260
                                                               -----------
INDUSTRIAL METALS - 17.4%
Aluminum Co. of America                            2,600       $   107,575
ASARCO Inc.                                       10,000           263,750
Commonwealth Aluminum Corp.                       12,000           168,000
Cyprus Amax Minerals Co.                          12,500           354,688
Freeport McMoRan Copper & Gold                    16,300           356,562
Inco Limited+                                      5,600           156,100
Phelps Dodge Corp.                                 4,700           267,312
Reynolds Metals Co.                                5,000           246,250
RTZ Corp. PLC ADR+                                 8,424           438,048
                                                               -----------
                                                               $ 2,358,285
                                                               -----------
INDUSTRIAL MINERALS - 6.1%
Minerals Technologies, Inc.                       10,500       $   338,625
National Gypsum Co.                                4,500           226,125
Potash Corp. of Saskatchewan+                      6,000           267,000
                                                               -----------
                                                               $   831,750
                                                               -----------
IRON & STEEL - 6.9%
Geneva Steel Company Class A                      15,000       $   178,125
J & L Specialty Steel, Inc.*                      16,000           318,000
Lukens Inc.                                        4,000           122,000
Rouge Steel Company Class A                       13,000           318,500
                                                               -----------
                                                               $   936,625
                                                               -----------
OIL & GAS - 27.4%
Amerada Hess Corp.                                 2,000       $    98,750
Anadarko Petroleum Corp.                           8,000           350,000
Apache Corp.                                      12,000           327,000
Arakis Energy Corp.*+                             35,000           251,563
Burlington Resources, Inc.                         3,000           122,250
Cabot Oil & Gas Corp.                             13,000           203,125
Mobil Corp.                                        1,500           138,937
<PAGE>
PORTFOLIO OF INVESTMENTS (Continued)

--------------------------------------------------------------------------
                       COMMON STOCKS (Continued)
--------------------------------------------------------------------------
NAME OF COMPANY                                   SHARES       VALUE
--------------------------------------------------------------------------
OIL & GAS (Continued)
Noble Affiliates, Inc.                            15,000       $   410,625
Phillips Petroleum Co.                            10,100           369,913
Plains Resources, Inc.                            17,000           131,750
Royal Dutch Petroleum PLC ADR                      1,800           216,000
Triton Energy Corp.                               14,000           535,500
Unocal Corp.                                       8,500           244,375
Western Co. of North America                      15,000           315,000
                                                               -----------
                                                               $ 3,714,788
                                                               -----------
PAPER & FOREST PRODUCTS - 14.0%
International Paper Co.                            1,300       $    97,663
Jefferson Smurfit Corp.                           20,000           322,500
Mead Corporation                                   3,300           176,963
Pacific Forest Products*+                         10,000            86,437
Rayonier Inc.*                                     5,000           155,625
Temple Inland Inc.                                 6,500           291,687
Timberwest Forest Ltd.*+                          18,000           170,022
Weyerhaeuser Co.                                   6,100           237,138
Willamette Inds Inc.                               6,600           359,700
                                                               -----------
                                                               $ 1,897,735
                                                               -----------
    TOTAL COMMON STOCKS
      (Identified cost, $11,377,090)                           $13,037,443

--------------------------------------------------------------------------
                        PREFERRED STOCKS - 3.6%
--------------------------------------------------------------------------
Amax Gold, Inc., Conv. Pfd.                           5,000    $   245,000
Freeport McMoRan Copper & Gold, Inc. Var. Pfd.        7,000        241,500
                                                               -----------
TOTAL PREFERRED STOCKS
  (Identified cost, $528,670)                                  $   486,500
                                                               -----------
TOTAL INVESTMENTS
  (Identified cost, $11,905,760)                               $13,523,943
OTHER ASSETS, LESS LIABILITIES - 0.3%                               45,625
                                                               -----------
NET ASSETS - 100%                                              $13,569,568
                                                               ===========
*Non-income producing security.
+Foreign Security.


See notes to financial statements

<PAGE>

                   EV MARATHON GOLD & NATURAL RESOURCES FUND
                              FINANCIAL STATEMENTS
                      STATEMENT OF ASSETS AND LIABILITIES

--------------------------------------------------------------------------------
                           March 31, 1995 (Unaudited)

--------------------------------------------------------------------------------
ASSETS:

  Investments, at value (Note 1A) (identified cost,
    $11,905,760)                                                  $13,523,943
  Cash                                                                    705
  Receivable for investments sold                                     122,276
  Receivable for Trust shares sold                                     76,608
  Dividends receivable                                                 14,547
                                                                  -----------
      Total assets                                                $13,738,079
LIABILITIES:
  Due to bank                                          $ 14,000
  Payable for Trust shares redeemed                     149,105
  Payable to affiliates --
    Custodian fee                                           100
    Trustees' fees                                           45
  Accrued expenses                                        5,261
                                                       --------
      Total liabilities                                               168,511
                                                                  -----------
NET ASSETS for 936,209 shares of beneficial interest
  outstanding                                                     $13,569,568
                                                                  ===========
SOURCES OF NET ASSETS:
  Paid-in capital                                                 $11,964,658
  Accumulated net realized gain on investment
    transactions                                                        1,963
  Net investment loss                                                 (15,236)
  Unrealized appreciation of investments (computed on
    the basis of identified cost)                                   1,618,183
                                                                  -----------
      Total                                                       $13,569,568
                                                                  ===========
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE (NOTE 6)
 PER SHARE ($13,569,568 / 936,209 shares of beneficial interest)    $14.49
                                                                    ======

See notes to financial statements
<PAGE>
PORTFOLIO OF INVESTMENTS (Continued)

                            STATEMENT OF OPERATIONS

--------------------------------------------------------------------------------
For the Six Months Ended March 31, 1995 (Unaudited)
--------------------------------------------------------------------------------
INVESTMENT INCOME:
  Income --
    Dividends (less withholding taxes of $2,270)                     $ 107,694
    Interest                                                            13,144
                                                                     ---------
      Total income                                                   $ 120,838
  Expenses --
    Investment adviser fee (Note 4)                      $  48,165
    Compensation of Trustees not members of the
      Investment Adviser's organization                         81
    Custodian fee (Note 4)                                   4,171
    Distribution fees (Note 5)                              54,062
    Registration costs                                      10,643
    Printing and postage                                     8,002
    Legal and accounting services                           12,505
    Transfer and dividend disbursing agent fees              6,568
    Miscellaneous                                            4,129
                                                         ---------
      Total expenses                                                   148,326
                                                                     ---------
        Net investment loss                                          $ (27,488)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net realized gain on investments, computed on the
    basis of identified cost                             $  63,188
  Decrease in unrealized appreciation of investments      (375,066)
                                                         ---------
        Net realized and unrealized loss on
          investments                                                 (311,878)
                                                                     ---------
          Net decrease in net assets from operations                 $(339,366)
                                                                     =========
See notes to financial statements
<PAGE>

                       STATEMENT OF CHANGES IN NET ASSETS
--------------------------------------------------------------------------------
                                                    SIX MONTHS
                                                       ENDED        YEAR ENDED
                                                  MARCH 31, 1995   SEPTEMBER 30,
                                                    (UNAUDITED)        1994
                                                  --------------   -------------
INCREASE (DECREASE) IN NET ASSETS:
  From operations:
    Net investment loss                             $   (27,488)    $   (89,807)
    Net realized gain (loss) on investments              63,188         (61,225)
    Increase (decrease) in unrealized appreciation
      of investments                                   (375,066)      1,765,546
                                                    -----------     -----------
      Net increase (decrease) in net assets from
        operations                                  $  (339,366)    $ 1,614,514
                                                    -----------     -----------
  Distributions to shareholders from (Note 2) --
    In excess of net investment income              $     --        $   (10,924)
    In excess of net realized gain on investment
      transactions                                        --           (508,281)
                                                    -----------     -----------
        Total                                       $     --        $  (519,205)
                                                    -----------     -----------

  Transactions in shares of beneficial interest
    (exclusive of amounts allocated to
    net investment income) (Note 3) --
    Proceeds from sales of shares                   $ 2,502,217     $10,163,553
    Net asset value of shares issued to
      shareholder in payment of distributions
      declared                                            --            378,380
    Cost of shares redeemed                          (1,648,598)     (4,374,063)
                                                    -----------     -----------
      Increase in net assets from Trust share
        transactions                                $   853,619     $ 6,167,870
                                                    -----------     -----------
      Net increase in net assets                    $   514,253     $ 7,263,179
NET ASSETS:
  At beginning of year                               13,055,315       5,792,136
                                                    -----------     -----------

  At end of year                                    $13,569,568     $13,055,315
                                                    ===========     ===========

See notes to financial statements
<PAGE>

FINANCIAL STATEMENTS (Continued)

<TABLE>
                             FINANCIAL HIGHLIGHTS
----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                              SIX MONTHS
                                                 ENDED                              YEAR ENDED SEPTEMBER 30,
                                             MARCH 31, 1995    -------------------------------------------------------------------
                                              (UNAUDITED)       1994            1993          1992           1991           1990
                                              -----------      -------        -------        -------        -------        -------
<S>                                             <C>            <C>            <C>            <C>            <C>            <C>    
NET ASSET VALUE, beginning of year              $14.890        $13.240        $11.850        $11.140        $12.140        $13.460
                                                -------        -------        -------        -------        -------        -------
INCOME FROM OPERATIONS:
  Net investment income (loss)                  $(0.016)       $(0.050)       $(0.090)       $(0.083)       $ 0.020        $ 0.069
  Net realized and unrealized gain (loss)
    on investments                               (0.384)         2.650          1.480          1.103         (0.570)        (0.009)
                                                -------        -------        -------        -------        -------        -------
      Total income from investment operations   $(0.400)       $ 2.600        $ 1.390        $ 1.020        $(0.550)       $ 0.060
                                                -------        -------        -------        -------        -------        -------
LESS DISTRIBUTIONS FROM:
  Net investment income                         $  --          $  --          $  --          $  --          $(0.020)       $(0.069)
  Net realized gain on investments                 --             --             --           (0.060)        (0.320)        (1.220)
  Paid-in capital                                  --             --             --           (0.250)        (0.110)        (0.091)
  In excess of net investment income               --           (0.020)          --             --             --             --
  In excess of realized gain on investment         --           (0.930)          --             --             --             --
                                                -------        -------        -------        -------        -------        -------
      Total distributions                       $  --          $(0.950)       $  --          $(0.310)       $(0.450)       $(1.380)
                                                -------        -------        -------        -------        -------        -------
NET ASSET VALUE, end of year                    $14.490        $14.890        $13.240        $11.850        $11.140        $12.140
                                                =======        =======        =======        =======        =======        =======
TOTAL RETURN                                      (2.69)%        20.47%         11.73%          9.44%         (4.36)%         0.01%
RATIOS/SUPPLEMENTAL DATA:<F1>
  Net assets, end of year (000's omitted)       $13,570        $13,055        $ 5,792        $ 3,775        $ 4,042         $4,391
  Ratio of net expenses to average net assets      2.31%<F2>      2.64%          3.15%         3.26%           3.29%          2.50%
  Ratio of net investment income (loss) to
    average net assets                           (0.43)%<F2>    (0.96)%        (0.92)%       (0.67)%          0.17%          0.33%
PORTFOLIO TURNOVER                                   13%            17%            57%           32%            27%            35%
<FN>
<F1> For the four years ended September 30, 1993, the operating  expenses of the
     Trust reflect a reduction of the  investment  adviser fee, an allocation of
     expenses to the  Investment  Adviser,  or both.  Had such  actions not been
     taken,  net  investment  income per share and the ratios would have been as
     follows:


NET INVESTMENT INCOME (LOSS) PER SHARE                                        $(0.210)       $(0.240)       $(0.110)       $(0.300)
                                                                              =======        =======        =======        =======
RATIOS (As a percentage of average net assets):
  Expenses                                                                       3.90%          5.23%          4.42%          5.23%
  Net investment income (loss)                                                 (1.67)%        (2.06)%        (0.96)%        (2.40)%

<F2> Annualized
</FN>
</TABLE>
See notes to financial statements


<PAGE>
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)

(1) SIGNIFICANT ACCOUNTING POLICIES
The Trust is an entity of the type commonly  known as a  Massachusetts  business
trust and is registered under the Investment Company Act of 1940, as amended, as
a non-diversified  open-end management  investment  company.  The following is a
summary of significant accounting policies consistently followed by the Trust in
the preparation of its financial statements. The policies are in conformity with
generally accepted accounting principles.

A.  INVESTMENT  VALUATIONS -- Investments,  other than fixed income  securities,
listed on  securities  exchanges  or in the NASDAQ  National  Market  System are
valued at closing sale prices.  Unlisted  securities  or listed  securities  for
which  closing sale prices are not  available are valued at the mean between the
latest bid and asked  prices.Options are valued at the last quoted sale price on
the  exchange  or board of trade on which they are  primarily  traded or, in the
absence  of a sale,  the mean  between  the last bid and  asked  price.  Futures
positions  on  investments  or  currencies  are  generally   valued  at  closing
settlement  prices.  Short-term  obligations are valued at amortized cost, which
approximates  value.  Other fixed income and debt  securities,  including listed
securities  and  securities  for which  price  quotations  are  available,  will
normally be valued on the basis of  valuations  furnished by a pricing  service.
All other  securities are appraised at fair value as determined in good faith by
or pursuant to procedures established by the Trustees.

B. FEDERAL TAXES -- The Trust's  policy is to comply with the  provisions of the
Internal  Revenue  Code  available  to  regulated  investment  companies  and to
distribute to shareholders  each year all of its taxable  income,  including any
net realized gain on investments.  Accordingly,  no provision for federal income
or excise tax is necessary. At September 30, 1994, the Trust, for federal income
tax  purposes,  had a capital loss  carryover  of $61,225  which will reduce the
Trust's taxable income arising from future net realized gain on investments,  if
any, to the extent  permitted by the Internal Revenue Code, and thus will reduce
the  amount of the  distributions  to  shareholders  which  would  otherwise  be
necessary  to relieve the Trust of any  liability  for federal  income or excise
tax. Such capital loss carryovers will expire on September 30, 2002.

C.  DISTRIBUTION  COSTS -- For book  purposes,  commissions  paid on the sale of
Trust shares and other  distribution  costs are charged to  operations.  For tax
purposes, commissions paid were charged to paid-in capital prior to November 16,
1994 and  subsequently  charged to operations.  The change in the tax accounting
practice was prompted by a recent  Internal  Revenue  Service  ruling and has no
effect on either the Trust's current yield or total return (Note 5).

D. OTHER -- Investment  security  transactions are accounted for on a trade date
basis.  Dividend  income,  distributions  to  shareholders  and shares issued to
shareholders  electing to receive  distributions  in shares are  recorded on the
ex-dividend date.

E. INTERIM FINANCIAL INFORMATION -- The interim financial statements relating to
March 31, 1995 and for the six-month  period then ended have not been audited by
independent  certified  public  accountants,  but in the  opinion of the Trust's
management,  reflect  all  adjustments,  consisting  only  of  normal  recurring
adjustments, necessary for fair presentation of the financial statements.

<PAGE>

NOTES TO FINANCIAL STATEMENTS (Continued)

--------------------------------------------------------------------------------

(2) DISTRIBUTIONS TO SHAREHOLDERS
It is the  present  policy of the  Trust to make (A) at least  one  distribution
annually  (normally in December) of substantially  all of the investment  income
earned by the Trust, less its expenses (other than sales commissions incurred in
the sale of Trust shares,  which  commissions are charged to the Trust's paid-in
capital  for tax  purposes),  and (B) at  least  one  distribution  annually  of
substantially  all  of  the  capital  gains  realized  by  the  Trust,  if  any.
Distributions  are paid in the form of additional shares of the Trust or, at the
election  of  the  shareholder,   in  cash.  The  Trust  distinguishes   between
distributions on a tax basis and a financial reporting basis. Generally accepted
accounting  principles  require that only  distributions  in excess of tax basis
earnings  and  profits be reported in the  financial  statements  as a return of
capital.  Differences in the recognition or classification of income between the
financial   statements   and  tax   earnings   and  profits   which   result  in
overdistributions  only for  financial  statement  purposes  are  classified  as
distributions  in excess of net investment  income or  accumulated  net realized
gains.  Permanent  differences  between  book  and tax  accounting  relating  to
distributions are reclassified to paid in capital.

--------------------------------------------------------------------------------

(3) SHARES OF BENEFICIAL INTEREST
The  Declaration  of Trust permits the Trustees to issue an unlimited  number of
full  and  fractional  shares  of  beneficial   interest  (without  par  value).
Transactions in Trust shares were as follows:
                                                SIX MONTHS
                                                   ENDED            YEAR ENDED
                                               MARCH 31, 1995      SEPTEMBER 30,
                                                (UNAUDITED)            1994
                                               --------------      -------------
  Sales                                            181,002             731,556
  Issued to shareholders electing to receive
    payment of distribution in Trust shares           --                28,365
  Redemptions                                     (121,675)           (320,555)
                                                  --------            -------- 
      Net increase                                  59,327             439,366
                                                  ========            ========

--------------------------------------------------------------------------------

(4) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The  investment  adviser  fee was  paid  to  Eaton  Vance  Management  (EVM)  as
compensation  for management and investment  advisory  services  rendered to the
Trust.  The fee is computed at the monthly rate of 0.0625%  (0.75% per annum) of
the Trust's  average daily net assets up to $500 million and at reduced rates as
daily net assets exceed that level. For the six months ended March 31, 1995, the
effective annual rate, based on average daily net assets, was 0.75%.

  Except as to Trustees of the Trust who are not members of EVM's  organization,
officers and Trustees  receive  remuneration for their services to the Trust out
of such  investment  adviser  fee.  Investors  Bank & Trust  Company  (IBT),  an
affiliate of EVM,  serves as custodian of the Trust.  Pursuant to the  custodian
agreement,  IBT receives a fee reduced by credits which are determined  based on
the average daily cash  balances the Trust  maintains  with IBT.  Certain of the
officers and Trustees of the Trust are  officers and  directors/trustees  of the
above organizations (See Note 5).

  Trustees of the Portfolio that are not affiliated with the Investment  Advisor
may  elect to defer  receipt  of all or a  percentage  of their  annual  fees in
accordance with the terms of the Trustees  Deferred  Compensation  Plan. For the
six months ended March 31, 1995, no significant amounts have been deferred.
<PAGE>

--------------------------------------------------------------------------------

(5) DISTRIBUTION PLAN
The Trust has  adopted a  distribution  plan  pursuant  to Rule 12b-1  under the
Investment Company Act of 1940. The Plan requires the Trust to pay the Principal
Underwriter,  Eaton Vance  Distributors,  Inc.  (EVD)  amounts equal to 1/365 of
0.75% of the  Trust's  daily net  assets,  for  providing  ongoing  distribution
services and facilities to the Trust. The Trust will  automatically  discontinue
payments  to EVD during any period in which there are no  outstanding  Uncovered
Distribution Charges, which are equivalent to the sum of (i) 5% of the aggregate
amount  received  by the Trust for  shares  sold  plus  (ii)  distribution  fees
calculated  by  applying  the rate of 1% over the  prevailing  prime rate to the
outstanding  balance of Uncovered  Distribution  Charges of EVD,  reduced by the
aggregate  amount of  contingent  deferred  sales charges (see Note 6) and daily
amounts  theretofore paid to EVD. The amount payable to EVD with respect to each
day is accrued on such day as a liability of the Trust and, accordingly, reduces
the Trust's net assets. The Trust accrued $48,056 as payable to EVD for the year
ended March 31,  1995,  representing  0.75%  (annualized)  of daily  average net
assets. At March 31, 1995, the amount of Uncovered  Distribution  Charges of EVD
calculated under the Plan was approximately $457,581.

  In addition, the Plan authorizes the Trust to make payments of service fees to
the  Principal  Underwriter,  Authorized  Firms and other persons in amounts not
exceeding  0.25% of the Trust's  average  daily net assets for each fiscal year.
The Trustees have initially  implemented  the Plan by  authorizing  the Trust to
make  quarterly  payments  of  service  fees to the  Principal  Underwriter  and
Authorized  Firms in  amounts  not  expected  to  exceed  0.25% per annum of the
Trust's average daily net assets based on the value of Trust shares sold by such
persons and remaining  outstanding  for at least one year.  Service fee payments
will be made  for  personal  services  and/or  the  maintenance  of  shareholder
accounts.  Service fees are separate and distinct from the sales commissions and
distribution  fees payable by the Trust to EVD, and, as such, are not subject to
automatic  discontinuance where there are no outstanding Uncovered  Distribution
Charges of EVD.  Provision for service fees payments  amounted to $6,006 for the
year ended March 31, 1995.

  Certain officers and Trustees of the Trust are officers or directors of EVD.

--------------------------------------------------------------------------------

(6) CONTINGENT DEFERRED SALES CHARGE
A contingent  deferred sales charge (CDSC) is imposed on any redemption of Trust
shares made within six years of purchase.  Generally, the CDSC is based upon the
lower of net asset value at date of redemption or date of purchase. No charge is
levied  on shares  acquired  by  reinvesetment  of  dividends  or  capital  gain
distributions.  The CDSC is imposed at  declining  rates that begin at 5% in the
case of  redemptions  in the first and second  year after  purchase  (6% and 5%,
respectively  for  shares  acquired  prior to August  1,  1994),  declining  one
percentage  point each year. No CDSC is levied on shares which have been sold to
EVM or its affiliates or to their respective employees or clients.  CDSC charges
are  paid  to EVD  to  reduce  the  amount  of  Uncovered  Distribution  Charges
calculated  under the Trust's  Distribution  Plan. If no Uncovered  Distribution
Charges  exist,   the  CDSC  will  be  credited  to  operations.   EVD  received
approximately  $24,176 of CDSC paid by  shareholders  for the six  months  ended
March 31, 1995.

<PAGE>

NOTES TO FINANCIAL STATEMENTS (Continued)

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(7) LINE OF CREDIT
The  Trust  participates  with  other  funds  managed  by EVM in a $120  million
unsecured line of credit aggrement with a bank. The line of credit consists of a
$20  million  committed  facility  and a $100  million  discretionary  facility.
Borrowings  will be made by the  Trust  solely to  facilitate  the  handling  of
unusual and/or unanticipated  short-term cash requirements.  Interest is charged
to each fund  based on its  borrowings  at an amount  above  either  the  bank's
adjusted certificate of deposit rate, a variable adjusted certificate of deposit
rate,  or a federal  funds  effective  rate.  In addition,  a fee computed at an
annual rate of 1/4 of 1% on the $20 million committed  facility and on the daily
unused portion of the $100 million discretionary facility is allocated among the
participating  funds  at the end of each  quarter.  The  Trust  did not have any
significant borrowings or allocated fees during the period.

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(8) PURCHASES AND SALES OF INVESTMENTS
Purchases  and  sales  of  investments,   other  than  short-term   obligations,
aggregated $3,009,253 and $1,571,699, respectively.

--------------------------------------------------------------------------------

(9) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and  unrealized  appreciation/depreciation  in value of the  investment
securities  owned at March 31, 1995, as computed on a federal  income tax basis,
are as follows:

      Aggregate cost                                         $11,905,760
                                                             ===========
      Gross unrealized appreciation                          $ 2,063,458
      Gross unrealized depreciation                              445,275
                                                             -----------
          Net unrealized appreciation                        $ 1,618,183
                                                             ===========
    



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