EATON VANCE GROWTH TRUST, 485APOS, 1995-06-09

EATON VANCE GROWTH TRUST
485APOS, 1995-06-09

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<PAGE>

As filed with the Securities and Exchange Commission on June 9, 1995
1933 Act File No. 2-22019
1940 Act File No. 811-1241
==========================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 /X/
POST-EFFECTIVE AMENDMENT NO. 57 /X/
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 30 /X/

Eaton Vance Growth Trust
------------------------
(formerly Eaton Vance Growth Fund)
(Exact Name of Registrant as Specified in Charter)

24 Federal Street, Boston, Massachusetts 02110
----------------------------------------------
(Address of Principal Executive Offices)

(617) 482-8260
--------------
(Registrant's Telephone Number)

THOMAS OTIS
24 Federal Street, Boston, Massachusetts 02110
----------------------------------------------
(Name and Address of Agent for Service)

It is proposed that this filing will become effective on
August 23, 1995 pursuant to paragraph (a) of Rule 485.

The Registrant has filed a Declaration pursuant to Rule 24f-2,
and on October 20, 1994 filed its "Notice" as required by that Rule for
the series of the registrant with a fiscal year ended August 31, 1994.

Information Age Portfolio has also executed this Registration
Statement.

==========================================================================
<PAGE>

This Amendment to the Registration Statement on Form N-1A consists of
the following documents and papers:

Cross Reference Sheets required by Rule 481(a) under the Securities
Act of 1933

Part A -- The Prospectuses of:
EV Marathon Information Age Fund
EV Traditional Information Age Fund

Part B -- The Statements of Additional Information of:
EV Marathon Information Age Fund
EV Traditional Information Age Fund

Part C -- Other Information

Signatures

Exhibit Index Required by Rule 483(a) under the Securities Act of
1933

Exhibits

This Amendment is not intended to amend the Prospectus or Statement
of Additional Information of any other Fund of the Trust not identified
above.
<PAGE>

EATON VANCE GROWTH TRUST
EV Marathon Information Age Fund
Cross Reference Sheet
Items Required By Form N-1A
---------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
PART A Item Caption Prospectus Caption
Item No. . . ------------ ------------------

1. . . . . . Cover Page Cover Page
2. . . . . . Synopsis Shareholder and Fund Expenses
3. . . . . . Condensed Financial Performance Information
Information
4. . . . . . General Description The Fund's Investment
of Registrant Objective; How the Fund and the
Portfolio Invest their Assets;
Organization of the Fund and
the Portfolio
5. . . . . . Management of the Management of the Fund and the
Fund Portfolio
5A. . . . . Management's Not Applicable
Discussion of Fund
Performance
6. . . . . . Capital Stock and Organization of the Fund and
Other Securities the Portfolio; Reports to
Shareholders; The Lifetime
Investing Account/Distribution
Options; Distributions and
Taxes
7. . . . . . Purchase of Valuing Fund Shares; How to Buy
Securities Being Fund Shares; Distribution Plan;
Offered The Lifetime Investing Account/
Distribution Options; The Eaton
Vance Exchange Privilege; Eaton
Vance Shareholder Services
8. . . . . . Redemption or How to Redeem Fund Shares
Repurchase
9. . . . . . Pending Legal Not Applicable
Proceedings

PART B Statement of Additional
Item No. Item Caption Information Caption

10. . . . . Cover Page Cover Page
11. . . . . Table of Contents Table of Contents
12. . . . . General Information Other Information
and History
13. . . . . Investment Objec- Investment Objective;
tive and Policies Additional Information About
Investment Policies; Investment
Restrictions
<PAGE>

14. . . . . Management of the Trustees and Officers; Fees and
Fund Expenses
15. . . . . Control Persons and Control Persons and Principal
Principal Holders Holders of Securities
of Securities
16. . . . . Investment Advisory Management of the Fund;
and Other Services Distribution Plan; Custodian;
Independent Certified Public
Accountants; Fees and Expenses
17. . . . . Brokerage Alloca- Portfolio Security Transac-
tion and Other tions; Fees and Expenses
Practices
18. . . . . Capital Stock and Other Information
Other Securities
19. . . . . Purchase, Determination of Net Asset
Redemption and Value; Service for Withdrawal;
Pricing of Services for Accumulation;
Securities Being Principal Underwriter;
Offered Distribution Plan; Fees and
Expenses
20. . . . . Tax Status Taxes
21. . . . . Underwriters Principal Underwriter; Fees and
Expenses
22. . . . . Calculation of Investment Performance
Performance Data
23. . . . . Financial Financial Statements
Statements
</TABLE>
<PAGE>

EATON VANCE GROWTH TRUST
EV Traditional Information Age Fund
Cross Reference Sheet
Items Required By Form N-1A
-----------------------------------

<TABLE>
<CAPTION>
<S> <C> <C>
PART A Item Caption Prospectus Caption
Item No. . . ------------ ------------------

PART B Statement of Additional
Item No. Item Caption Information Caption
-------- ------------ ------------------------

10. . . . . Cover Page Cover Page
11. . . . . Table of Contents Table of Contents
12. . . . . General Information Other Information
and History
<PAGE>

13. . . . . Investment Objec- Investment Objective;
tive and Policies Additional Information About
Investment Policies; Investment
Restrictions
14. . . . . Management of the Trustees and Officers; Fees and
Fund Expenses
15. . . . . Control Persons and Control Persons and Principal
Principal Holders Holders of Securities
of Securities
16. . . . . Investment Advisory Management of the Fund;
and Other Services Distribution Plan; Custodian;
Independent Certified Public
Accountants; Fees and Expenses
17. . . . . Brokerage Alloca- Portfolio Security Transac-
tion and Other tions; Fees and Expenses
Practices
18. . . . . Capital Stock and Other Information
Other Securities
19. . . . . Purchase, Determination of Net Asset
Redemption and Value; Service for Withdrawal;
Pricing of Principal Underwriter;
Securities Being Distribution Plan; Fees and
Offered Expenses
20. . . . . Tax Status Taxes
21. . . . . Underwriters Principal Underwriter; Fees and
Expenses
22. . . . . Calculation of Investment Performance
Performance Data
23. . . . . Financial Financial Statements
Statements
</TABLE>
<PAGE>

Part A
Information Required in a Prospectus
EV Marathon Information Age Fund

EV Marathon Information Age Fund (the "Fund") is a mutual fund
seeking long-term capital growth by investing in a global and diversified
portfolio of securities of information age companies. Accordingly, the
Fund invests its assets in Information Age Portfolio (the "Portfolio"), a
diversified open-end investment company having the same investment
objective as the Fund, rather than by investing directly in and managing
its own portfolio of securities as with an historically structured mutual
fund. The Fund is a separate series of Eaton Vance Growth Trust (the
"Trust").

Shares of the Fund are not deposits or obligations of, or
guaranteed or endorsed by, any bank or other insured depository
institution, and are not federally insured by the Federal Deposit
Insurance Corporation, the Federal Reserve Board or any other government
agency. Shares of the Fund involve investment risks, including
fluctuations in value and the possible loss of some or all of the
principal investment.

This Prospectus is designed to provide you with information you
should know before investing in the Fund. Please retain this document for
future reference. A Statement of Additional Information for the Fund
dated August 23, 1995, as supplemented from time to time, has been filed
with the Securities and Exchange Commission and is incorporated herein by
reference. The Statement of Additional Information is available without
charge from the Fund's principal underwriter, Eaton Vance Distributors,
Inc. (the "Principal Underwriter"), 24 Federal Street, Boston, MA 02110
(telephone (800) 225-6265). The sponsor and manager of the Fund and the
administrator of the Portfolio is Eaton Vance Management, 24 Federal
Street, Boston, MA 02110 ("Eaton Vance" or the "Manager"). The
Portfolio's investment advisers are Boston Management and Research
("BMR"), a wholly-owned subsidiary of Eaton Vance, and Lloyd George
Investment Management (Bermuda) Limited ("Lloyd George") (collectively,
the "Advisers"). The principal business address of BMR is 24 Federal
Street, Boston, MA 02110 and of Lloyd George is 3808 One Exchange Square,
Central, Hong Kong.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------------------------------------------
<PAGE>

<S> <C>

Page Page
---- ----
Shareholder and Fund How to Buy Fund Shares . . . __
Expenses . . . . . . . . . . __

The Fund's Investment How to Redeem Fund Shares . . __
Objective . . . . . . . . . . __

The Portfolio's Reports to Shareholders . . . __
Investments . . . . . . . . . __
How the Fund and the Portfolio The Lifetime Investing Account/
Invest their Assets . . . . . __ Distribution Options . . . __

Organization of the Fund and The Eaton Vance Exchange
the Portfolio . . . . . . . . __ Privilege . . . . . . . . . __
Management of the Fund and Eaton Vance Shareholder
the Portfolio . . . . . . . . __ Services . . . . . . . . . __

Distribution Plan . . . . . . . __ Distributions and Taxes . . . __

Valuing Fund Shares . . . . . . __ Performance Information . . . __
-----------------------------------------------------------------------
Prospectus Dated August 23, 1995

</TABLE>

<PAGE>

Shareholder and Fund Expenses
--------------------------------------------------------------------------
Shareholder Transaction Expenses
Sales Charges Imposed on Purchases of Shares None
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None
Range of Declining Contingent Deferred Sales
Charges Imposed on Redemptions During
the First Seven Years (as a percentage of
redemption proceeds exclusive of all
reinvestments and capital appreciation in
the account) 5.00%-0%
Annual Fund and Allocated Portfolio Operating Expenses
(as a percentage of average daily net assets)
Management Fees (including management fees paid by the
Fund and investment advisory and
administration fees paid by the Portfolio
of 0.25%, 0.75% and 0.25%, respectively) 1.25%
Rule 12b-1 Distribution Fees 0.75%
Other Expenses 0.50%
Total Operating Expenses 2.50%

Examples 1 year 3 years
------ -------
An investor would pay the following
contingent deferred sales charge and
expenses on a $1,000 investment, assuming
(a) 5% annual return and (b) redemption
at the end of each time period: $75 $118

An investor would pay the following expenses
on the same investment, assuming (a) 5%
annual return and (b) no redemptions: $25 $ 78
Notes:
The table and Examples summarize the aggregate expenses of the
Fund and the Portfolio and are designed to help investors
understand the costs and expenses they will bear directly or
indirectly by investing in the Fund. Information is based on
estimated expenses for the current fiscal year because the Fund
was only recently organized.

The Fund invests exclusively in the Portfolio. The Trustees of
the Trust believe that over time the aggregate per share expenses
of the Fund and the Portfolio should be approximately equal to or
less than the per share expenses which the Fund would incur if
the Trust retained the services of an investment adviser for the
Fund and the Fund's assets were invested directly in the type of
securities being held by the Portfolio.

The Examples should not be considered a representation of past or
future expenses, and actual expenses may be greater or less than

<PAGE>

those shown. Federal regulations require the Examples to assume
a 5% annual return, but actual return will vary. For further
information regarding the expenses of both the Fund and the
Portfolio see "Organization of the Fund and the Portfolio,"
"Management of the Fund and the Portfolio," "How to Redeem Fund
Shares" and "Distribution Plan." Because the Fund makes payments
under its Distribution Plan adopted under Rule 12b-1, a long-term
shareholder may pay more than the economic equivalent of the
maximum front-end sales charge permitted by a rule of the
National Association of Securities Dealers, Inc.

No contingent deferred sales charge is imposed on (a) shares
purchased more than six years prior to the redemption, (b) shares
acquired through the reinvestment of distributions or (c) any
appreciation in value of other shares in the account, and no such
charge is imposed on exchanges of Fund shares for shares of one
or more other funds listed under "The Eaton Vance Exchange
Privilege." See "How to Redeem Fund Shares."

For shares sold by Authorized Firms and remaining outstanding for
at least one year, the Fund will pay service fees not exceeding
.25% per annum of its average daily net assets. The Fund expects
to begin making service fee payments during the quarter ending
September 30, 1996. Therefore, expenses after year one will be
higher. See "Distribution Plan."

Other investment companies and investors with different distribu-
tion arrangements and fees are investing in the Portfolio and
additional such companies may do so in the future. See
"Organization of the Fund and the Portfolio."

<PAGE>

The Fund's Investment Objective
----------------------------------------------------------------------

EV Marathon Information Age Fund (the "Fund") is a diversified series of
Eaton Vance Growth Trust (the "Trust"). The Fund's investment objective
is long-term capital growth. It currently seeks to meet its investment
objective by investing its assets in Information Age Portfolio (the
"Portfolio"), a separate registered investment company that invests in
securities of information age companies.

The Fund is intended for long-term investors who can accept
international investment risk and little or no current income. The Fund
is not intended to be a complete investment program. Prospective
investors should take into account their objectives and other investments
when considering the purchase of Fund shares. The Fund cannot assure
achievement of its investment objective. See "How the Fund and the
Portfolio Invest their Assets" for further information. The investment
objective of the Fund and the Portfolio are nonfundamental. See
"Organization of the Fund and the Portfolio -- Special Information on the
Fund/Portfolio Investment Structure" for further information.

The Portfolio's Investments
--------------------------------------------------------------------------

In recent years, a number of technological advances have facili-
tated the global dissemination of information of all types including text,
voice, images, moving pictures and digital data streams. These technolog-
ical advances may be likened to the dynamic process of invention and
application of new technology in the eighteenth and nineteenth centuries
that has come to be known as the Industrial Revolution, ushering in the
Industrial Age. In the same way, the Advisers believe that the current
pace of technological change in the dissemination and use of information
will be looked upon as the Information Revolution and will usher in the
Information Age.

The leading equity investments of the Information Age may be
those companies, referred to as information age companies, developing and
successfully adopting these new technologies to meet the needs of the
rapidly changing information marketplace. The global dissemination of
information and information processing technologies has enhanced economic
growth in the developed economies of the world and is contributing to the
rapid modernization of the world s newly developing economies. The
Advisers believe that the pace and scope of these technological
developments are likely to increase and that their economic impact will
become increasingly important. The Advisers believe that investment in
companies participating in these developments both as producers and as
beneficiaries of new technologies is likely to produce favorable returns.
These industries are dynamic and the Advisers will endeavor to keep
abreast of changes in information products, services and technologies.
The Advisers may consider investment in companies that benefit from:

3
<PAGE>

. Emerging and established technologies that will enhance the
processing and transfer of information. These may include
digital technologies, such as computer hardware, software and
networks; mobile telephony and established telecommunications
networks of all sorts; fiber optic communications equipment; and
developing methods of utilizing electromagnetic spectrum for
communications.

. Privatization and deregulation of state owned telecommunication,
television and other information media companies both in the
developed economies and the emerging economies where these
companies may reach new markets and expand their business
opportunities.

. Wider access to information and entertainment media by peoples
around the globe, including broadcasters; cable television
networks; producers and publishers of entertainment, news,
literature and scholarly information; owners of libraries and
data bases of all kinds; advertising agencies and in some cases
advertisers who can capitalize on rising demand due to broader
consumer awareness, particularly in new markets.

. Development of new information infrastructure in developing
countries, such as producers and developers of communication
network equipment and managers of sophisticated communication
networks.

. Rising demand for information industries consumer products and
services particularly in the emerging economies such as China,
India, Latin America, and Eastern Europe where penetration of
these products and services is low by world standards.

By focusing on companies such as the foregoing, the Advisers
believe that the opportunity for long-term capital growth exits. Of
course, there can be no assurance that the Portfolio will be able to take
advantage of the foregoing opportunities, or that such investment
opportunities will be favorable.

How the Fund and the Portfolio Invest their Assets
-----------------------------------------------------------------------

The Portfolio invests in a global and diversified portfolio of
securities of information age companies. Such companies may be engaged in
providing information services, such as telephony, broadcasting, cable or
satellite television, publishing, advertising, producing information and
entertainment media, data processing, networking of data processing and
communication systems, or providing consumer interconnection to computer
communication networks. Alternatively, such companies may be engaged in
the development, manufacture, sale, or servicing of information age
products, such as computer hardware, software and networking equipment,
mobile telephony devices, telecommunications network switches and
equipment, television and radio broadcasting and receiving equipment, or

4
<PAGE>

news and information media of all types. The Portfolio may invest in
securities of both established and emerging companies operating in
developed and emerging economies. The securities may be denominated in
foreign currencies.

Under normal market conditions, the Portfolio will invest at
least 65% of its assets in securities of information age companies.
Securities eligible for purchase include common and preferred stocks;
equity interests in trusts, partnerships, joint ventures and other
unincorporated entities or enterprises; special classes of shares
available only to foreign investors in markets that restrict ownership by
foreign investors to certain classes of equity securities; convertible
preferred stocks; and other convertible instruments. Convertible debt
instruments generally will be rated below investment grade (i.e., rated
lower than Baa by Moody's Investors Service, Inc. or lower than BBB by
Standard & Poor's Ratings Group) or, if unrated, determined by an Adviser
to be of equivalent quality. Such securities are commonly called "junk
bonds" and have risks similar to equity securities; they have speculative
characteristics and changes in economic conditions or other circumstances
are more likely to lead to a weakened capacity to make principal and
interest payments than is the case with higher grade debt securities.
Such debt securities will not exceed 20% of total assets. For temporary
defensive purposes, the Portfolio may invest without limit in debt
securities of foreign and United States companies, foreign governments and
the U.S. Government, and their respective agencies, instrumentalities,
political subdivisions and authorities, as well as in high quality money
market instruments.

AN INVESTMENT IN THE FUND ENTAILS THE RISK THAT THE PRINCIPAL
VALUE OF FUND SHARES MAY NOT INCREASE OR MAY DECLINE. The Portfolio's
investments are subject to the risk of adverse developments affecting
particular companies or industries and securities markets generally. In
addition, many information age companies are subject to substantial
governmental regulations that can affect their prospects. The enforcement
of patent, trademark and other intellectual property laws will affect the
value of many of such companies. The securities of smaller, less-seasoned
companies are generally subject to greater price fluctuations, limited
liquidity and higher investment risk.

Investing in Foreign Securities. Investing in securities issued by
foreign companies and governments involves considerations and possible
risks not typically associated with investing in securities issued by the
U.S. Government and domestic corporations. The values of foreign
investments are affected by changes in currency rates or exchange control
regulations, application of foreign tax laws, including withholding tax
changes in governmental administration or economic or monetary policy (in
this country or abroad) or changed circumstances in dealings between
nations. Because investment in foreign issuers will usually involve
currencies of foreign countries, the value of the assets of the Portfolio
as measured in U.S. dollars may be adversely affected by changes in
foreign currency exchange rates. Such rates may fluctuate significantly
over short periods of time causing the Portfolio's net asset value to

5
<PAGE>

fluctuate as well. Costs are incurred in connection with conversions
between various currencies. In addition, foreign brokerage commissions,
custody fees and other costs of investing are generally higher than in the
United States, and foreign securities markets may be less liquid, more
volatile and less subject to governmental supervision than in the United
States. Investments in foreign issuers could be adversely affected by
other factors not present in the United States, including expropriation,
confiscatory taxation, lack of uniform accounting and auditing standards
and potential difficulties in enforcing contractual obligations.

Derivative Instruments. The Portfolio may purchase or sell derivative
instruments (which are instruments that derive their value from another
instrument, security, index or currency) to enhance return, to hedge
against fluctuations in securities prices, interest rates or currency
exchange rates, or as a substitute for the purchase or sale of securities
or currencies. The Portfolio's transactions in derivative instruments may
be in the U.S. or abroad and may include the purchase or sale of futures
contracts on securities, securities indices, other indices, other
financial instruments or currencies; options on futures contracts;
exchange-traded and over-the-counter options on securities, indices or
currencies; and forward foreign currency exchange contracts. The
Portfolio's transactions in derivative instruments involve a risk of loss
or depreciation due to unanticipated adverse changes in securities prices,
interest rates, the other financial instruments' prices or currency
exchange rates, the inability to close out a position or default by the
counterparty. The loss on derivative instruments (other than purchased
options) may exceed the Portfolio's initial investment in these
instruments. In addition, the Portfolio may lose the entire premium paid
for purchased options that expire before they can be profitably exercised
by the Portfolio. The Portfolio incurs transaction costs in opening and
closing positions in derivative instruments. There can be no assurance
that an Adviser's use of derivative instruments will be advantageous to
the Portfolio.

To the extent that the Portfolio enters into futures contracts,
options on futures contracts and options on foreign currencies traded on
an exchange regulated by the Commodity Futures Trading Commission
("CFTC"), in each case that are not for bona fide hedging purposes (as
defined by the CFTC), the aggregate initial margin and premiums required
to establish these positions (excluding the amount by which options are
"in-the-money") may not exceed 5% of the liquidation value of the
Portfolio's portfolio, after taking into account unrealized profits and
unrealized losses on any contracts the Portfolio has entered into.

Forward contracts are individually negotiated and privately
traded by currency traders and their customers. A forward contract
involves an obligation to purchase or sell a specific currency (or basket
of currencies) for an agreed price at a future date, which may be any
fixed number of days from the date of the contract. The Portfolio may
engage in cross-hedging by using forward contracts in one currency (or
basket of currencies) to hedge against fluctuations in the value of
securities denominated in a different currency if an Adviser determines

6
<PAGE>

that there is an established historical pattern or correlation between the
two currencies (or the basket of currencies and the underlying currency).
Use of a different foreign currency magnifies the Portfolio's exposure to
foreign currency exchange rate fluctuations. The Portfolio may also use
forward contracts to shift its exposure to foreign currency exchange rate
changes from one currency to another.

Currency Swaps. The Portfolio may enter into currency swaps for both
hedging and non-hedging purposes. Currency swaps involve the exchange of
rights to make or receive payments in specified currencies. Since
currency swaps are individually negotiated, the Portfolio expects to
achieve an acceptable degree of correlation between its portfolio
investments and its currency swap positions. Currency swaps usually
involve the delivery of the entire principal value of one designated
currency in exchange for the other designated currency. Therefore, the
entire principal value of a currency swap is subject to the risk that the
other party to the swap will default on its contractual delivery
obligations. The use of currency swaps is a highly specialized activity
which involves special investment techniques and risks. If Lloyd George
is incorrect in its forecasts of market values and currency exchange
rates, the Portfolio's performance will be adversely affected.

Lending of Portfolio Securities. The Portfolio may seek to earn
additional income by lending portfolio securities to broker-dealers or
other institutional borrowers. As with other extensions of credit there
are risks of delay in recovery or even loss of rights in the securities
loaned if the borrower of the securities fails financially. However, the
loans will be made only to organizations deemed by an Adviser to be
sufficiently creditworthy and when, in the judgment of the Adviser, the
consideration which can be earned from securities loans of this type
justifies the attendant risk.

Repurchase Agreements. The Portfolio may enter into repurchase agreements
with respect to its permitted investments, but currently intends to do so
only with member banks of the Federal Reserve System or with primary
dealers in U.S. Government securities. In the event of the bankruptcy of
the other party to a repurchase agreement, the Portfolio might experience
delays in recovering its cash. To the extent that, in the meantime, the
value of the securities the Portfolio purchased may have decreased, the
Portfolio could experience a loss. The Portfolio does not expect to
invest more than 5% of its total assets in repurchase agreements, under
normal circumstances.

Other Investment Companies. The Portfolio reserves the right to invest up
to 10% of its total assets in the securities of other investment companies
unaffiliated with an Adviser or the Manager that have the characteristics
of closed-end investment companies. The Portfolio will indirectly bear
its proportionate share of any management fees paid by investment
companies in which it invests in addition to the advisory fee paid by the
Portfolio. The value of closed-end investment company securities, which
are usually traded on an exchange, is affected by demand for the
securities themselves, independent of the demand for the underlying

7
<PAGE>

portfolio assets, and, accordingly, such securities can trade at a
discount from their net asset values.

Certain Investment Policies. The Fund and the Portfolio have adopted
certain fundamental investment restrictions and policies which are
enumerated in detail in the Statement of Additional Information and which
may not be changed unless authorized by a shareholder vote and an investor
vote, respectively. Among the fundamental restrictions, neither the Fund
nor the Portfolio may (1) borrow money, except as permitted by the 1940
Act; (2) purchase any securities on margin (but the Fund and the Portfolio
may obtain such short-term credits as may be necessary for the clearance
of purchases and sales of securities); or (3) with respect to 75% of its
total assets, invest more than 5% of its total assets (taken at current
value) in the securities of any one issuer, or invest in more than 10% of
the outstanding voting securities of any one issuer, except obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities and except securities of other investment companies.
Investment restrictions are considered at the time of acquisition of
assets; the sale of portfolio assets is not required in the event of a
subsequent change in circumstances. As a matter of fundamental policy the
Portfolio will not invest 25% or more of its total assets in the
securities, other than U.S. Government securities, of issuers in any one
industry. However, the Portfolio is permitted to invest 25% or more of
its total assets in (i) the securities of issuers located in any one
country and (ii) securities denominated in the currency of any one
country.

Except for the fundamental investment restrictions and policies
specifically identified above and enumerated in the Statement of
Additional Information, the investment objective and policies of the Fund
and the Portfolio are not fundamental policies and accordingly may be
changed by the Trustees of the Trust and the Portfolio without obtaining
the approval of the shareholders of the Fund or the investors in the
Portfolio, as the case may be. If any changes were made, the Fund might
have investment objectives different from the objectives which an investor
considered appropriate at the time the investor became a shareholder in
the Fund.

Organization of the Fund and the Portfolio
-------------------------------------------------------------------

The Fund is a diversified series of Eaton Vance Growth Trust, a business
trust established under Massachusetts law pursuant to a Declaration of
Trust dated May 25, 1989, as amended, and organized as the successor to a
Massachusetts corporation which commenced its investment company
operations in 1954. THE TRUSTEES OF THE TRUST ARE RESPONSIBLE FOR THE
OVERALL MANAGEMENT AND SUPERVISION OF ITS AFFAIRS. The Trust may issue an
unlimited number of shares of beneficial interest (no par value per share)
in one or more series and because the Trust can offer separate series
(such as the Fund) it is known as a "series company." Each share
represents an equal proportionate beneficial interest in the Fund. When
issued and outstanding, the shares are fully paid and nonassessable by the

8
<PAGE>

Trust and redeemable as described under "How to Redeem Fund Shares."
Shareholders are entitled to one vote for each full share held.
Fractional shares may be voted proportionately. Shares have no preemptive
or conversion rights and are freely transferable. In the event of the
liquidation of the Fund, shareholders are entitled to share pro rata in
the net assets of the Fund available for distribution to shareholders.

THE PORTFOLIO IS ORGANIZED AS A TRUST UNDER THE LAWS OF THE STATE
OF NEW YORK AND INTENDS TO BE TREATED AS A PARTNERSHIP FOR FEDERAL TAX
PURPOSES. The Portfolio, as well as the Trust, intends to comply with all
applicable Federal and state securities laws. The Portfolio's Declaration
of Trust provides that the Fund and other entities permitted to invest in
the Portfolio (e.g., other U.S. and foreign investment companies, and
common and commingled trust funds) will each be liable for all obligations
of the Portfolio. However, the risk of the Fund incurring financial loss
on account of such liability is limited to circumstances in which both
inadequate insurance exists and the Portfolio itself is unable to meet its
obligations. Accordingly, the Trustees of the Trust believe that neither
the Fund nor its shareholders will be adversely affected by reason of the
Fund investing in the Portfolio.

Special Information on the Fund/Portfolio Investment Structure. An
investor in the Fund should be aware that the Fund, unlike mutual funds
which directly acquire and manage their own portfolios of securities,
seeks to achieve its investment objective by investing its assets in an
interest in the Portfolio (although the Fund may temporarily hold a de
minimus amount of cash), which is a separate investment company with an
identical investment objective. Therefore, the Fund's interest in
securities owned by the Portfolio is indirect. In addition to selling an
interest to the Fund, the Portfolio may sell interests to other affiliated
and non-affiliated mutual funds or institutional investors. Such
investors will invest in the Portfolio on the same terms and conditions
and will pay a proportionate share of the Portfolio's expenses. However,
the other investors investing in the Portfolio are not required to sell
their shares at the same public offering price as the Fund due to
variations in sales commissions and other operating expenses. Therefore,
investors in the Fund should be aware that these differences may result in
differences in returns experienced by investors in the various funds that
invest in the Portfolio. Such differences in returns are also present in
other mutual fund structures, including funds that have multiple classes
of shares. For information regarding the investment objective, policies
and restrictions of the Portfolio, see "How the Fund and the Portfolio
Invest their Assets." Further information regarding the investment
practices of the Portfolio may also be found in the Statement of
Additional Information.

The Trustees of the Trust have considered the advantages and
disadvantages of investing the assets of the Fund in the Portfolio, as
well as the advantages and disadvantages of the two-tier format. The
Trustees believe that the structure offers opportunities for substantial
growth in the assets of the Portfolio, and affords the potential for

9
<PAGE>

economies of scale for the Fund, at least when the assets of the Portfolio
exceed $500 million.

The Fund may withdraw (completely redeem) all its assets from the
Portfolio at any time if the Board of Trustees of the Trust determines
that it is in the best interest of the Fund to do so. The investment
objective and the nonfundamental investment policies of the Fund and the
Portfolio may be changed by the Trustees of the Trust and the Portfolio
without obtaining the approval of the shareholders of the Fund or the
investors in the Portfolio, as the case may be. Any such change of the
investment objective will be preceded by thirty days' advance written
notice to the shareholders of the Fund or the investors in the Portfolio,
as the case may be. If a shareholder redeems shares because of a change
in the nonfundamental objective or policies of the Fund, those shares may
be subject to a contingent deferred sales charge, as described in "How to
Redeem Fund Shares." In the event the Fund withdraws all of its assets
from the Portfolio, or the Board of Trustees of the Trust determines that
the investment objective of the Portfolio is no longer consistent with the
investment objective of the Fund, such Trustees would consider what action
might be taken, including investing the assets of the Fund in another
pooled investment entity or retaining an investment adviser to manage the
Fund's assets in accordance with its investment objective. The Fund's
investment performance may be affected by a withdrawal of all its assets
from the Portfolio.

Information regarding other pooled investment entities or funds
which invest in the Portfolio may be obtained by contacting Eaton Vance
Distributors, Inc. (the "Principal Underwriter" or "EVD"), 24 Federal
Street, Boston, MA 02110 (617) 482-8260. Smaller investors in the
Portfolio may be adversely affected by the actions of larger investors in
the Portfolio. For example, if a large investor withdraws from the
Portfolio, the remaining investors may experience higher pro rata
operating expenses, thereby producing lower returns. Additionally, the
Portfolio may become less diverse, resulting in increased portfolio risk,
and experience decreasing economies of scale. However, this possibility
exists as well for historically structured funds which have large or
institutional investors.

Until recently, the Manager sponsored and advised historically
structured funds. Funds which invest all their assets in interests in a
separate investment company are a relatively new development in the mutual
fund industry and, therefore, the Fund may be subject to additional
regulations than historically structured funds.

10
<PAGE>

further information. Whenever the Fund as an investor in the Portfolio is
requested to vote on matters pertaining to the Portfolio (other than the
termination of the Portfolio's business, which may be determined by the
Trustees of the Portfolio without investor approval), the Fund will hold a
meeting of Fund shareholders and will vote its interest in the Portfolio
for or against such matters proportionately to the instructions to vote
for or against such matters received from Fund shareholders. The Fund
shall vote shares for which it receives no voting instructions in the same
proportion as the shares for which it receives voting instructions. Other
investors in the Portfolio may alone or collectively acquire sufficient
voting interests in the Portfolio to control matters relating to the
operation of the Portfolio, which may require the Fund to withdraw its
investment in the Portfolio or take other appropriate action. Any such
withdrawal could result in a distribution "in kind" of portfolio
securities (as opposed to a cash distribution from the Portfolio). If
securities are distributed, the Fund could incur brokerage, tax or other
charges in converting the securities to cash. In addition, the
distribution in kind may result in a less diversified portfolio of
investments or adversely affect the liquidity of the Fund.
Notwithstanding the above, there are other means for meeting shareholder
redemption requests, such as borrowing.

The Trustees of the Trust, including a majority of the
noninterested Trustees, have approved written procedures designed to
identify and address any potential conflicts of interest arising from the
fact that most of the Trustees of the Trust and the Trustees of the
Portfolio are the same. Such procedures require each Board to take action
to resolve any conflict of interest between the Fund and the Portfolio,
and it is possible that the creation of separate Boards may be considered.
For further information concerning the Trustees and officers of the Trust
and the Portfolio, see the Statement of Additional Information.

Management of the Fund and the Portfolio
------------------------------------------------------------------------

EATON VANCE MANAGEMENT ("EATON VANCE") ACTS AS THE SPONSOR AND MANAGER OF
THE FUND AND AS THE ADMINISTRATOR OF THE PORTFOLIO. THE PORTFOLIO HAS
ENGAGED BOSTON MANAGEMENT AND RESEARCH ("BMR"), A WHOLLY-OWNED SUBSIDIARY
OF EATON VANCE, AND LLOYD GEORGE INVESTMENT MANAGEMENT (BERMUDA) LIMITED
("LLOYD GEORGE") (COLLECTIVELY, THE "ADVISERS") AS ITS INVESTMENT
ADVISERS. The Portfolio's non-U.S. assets are co-managed by Robert Lloyd
George and __________________, Chairman and ___________ of Lloyd George,
respectively, and the Portfolio's U.S. assets are managed by Duncan W.
Richardson, Vice President of Eaton Vance and BMR.

11
<PAGE>

subsidiaries and affiliates, engages in investment management and
marketing activities, fiduciary and banking services, oil and gas
operations, real estate investment, consulting and management, and
development of precious metals properties. Eaton Vance Corp. also owns 2%
of the A Shares and 20% of the Preferred Shares issued by LGM.

Lloyd George, which maintains offices in Hong Kong, London,
England and Bombay, India, is a corporation formed on October 29, 1991
under the laws of Bermuda. Lloyd George is registered as an investment
adviser with the U.S. Securities and Exchange Commission (the
"Commission"). Lloyd George is a subsidiary of Lloyd George Management
(B.V.I.) Limited ("LGM"). LGM and its subsidiaries act as investment
adviser to various individual and institutional clients with total assets
under management of more than $1 billion.

Acting under the general supervision of the Board of Trustees of
the Portfolio, the Advisers manage the investment of the Portfolio's
assets. Under the investment advisory agreement with the Portfolio, the
Advisers receive a monthly advisory fee, to be divided equally between
them, of .0625% (equivalent to .75% annually) of the average daily net
assets of the Portfolio up to $500 million, which fee declines at
intervals above $500 million. The Advisers furnish for the use of the
Portfolio office space and all necessary office facilities, equipment and
personnel for servicing the investments of the Portfolio.

The Advisers place the portfolio securities transactions of the
Portfolio with many broker-dealer firms and use their best efforts to
obtain execution of such transactions at prices which are advantageous to
the Portfolio and at reasonably competitive commission rates. Subject to
the foregoing, an Adviser may consider sales of shares of the Fund as a
factor in the selection of firms to execute portfolio transactions.

Duncan W. Richardson has acted as a portfolio manager of the
Portfolio since it commenced operations. He has been a Vice President of
Eaton Vance since 1990 and of BMR since 1992, and an employee of Eaton
Vance since 1987.

Acting under the general supervision of the Board of Trustees of
the Trust and the Portfolio, Eaton Vance manages and administers the
business affairs of the Fund and the Portfolio. Eaton Vance's services
include monitoring and providing reports to the Trustees of the Trust and
the Portfolio concerning the investment performance achieved by the
Advisers for the Portfolio, recordkeeping, preparation and filing of
documents required to comply with Federal and state securities laws,
supervising the activities of the transfer agent of the Fund and the
custodian of the Portfolio, providing assistance in connection with
Trustees' and shareholders' meetings and other management and
administrative services necessary to conduct the business of the Fund and
the Portfolio. Eaton Vance also furnishes for the use of the Fund and the
Portfolio office space and all necessary office facilities, equipment and
personnel for managing and administering the business affairs of the Fund

12
<PAGE>

and the Portfolio. Eaton Vance does not provide any investment management
or advisory services to the Portfolio or the Fund.

Under its management contract with the Fund, Eaton Vance receives
a monthly management fee in the amount of 1/48 of 1% (equal to .25%
annually) of the average daily net assets of the Fund up to $500 million,
which fee declines at intervals above $500 million. In addition, under
its administration agreement with the Portfolio, Eaton Vance receives a
monthly administration fee in the amount of 1/48 of 1% (equal to .25%
annually) of the average daily net assets of the Portfolio up to $500
million, which fee declines at intervals above $500 million. The combined
investment advisory, management and administration fees payable by the
Fund and the Portfolio are higher than similar fees charged by most other
investment companies.

The Fund and the Portfolio, as the case may be, will each be
responsible for all respective costs and expenses not expressly stated to
be payable by an Adviser under the investment advisory agreement, by Eaton
Vance under the management contract or the administration agreement, or by
EVD under the distribution agreement. Such costs and expenses to be borne
by each of the Fund or the Portfolio, as the case may be, include, without
limitation: custody and transfer agency fees and expenses, including
those incurred for determining net asset value and keeping accounting
books and records; expenses of pricing and valuation services; the cost of
share certificates; membership dues in investment company organizations;
brokerage commissions and fees; fees and expenses of registering under the
securities laws; expenses of reports to shareholders and investors; proxy
statements, and other expenses of shareholders' or investors' meetings;
insurance premiums, printing and mailing expenses; interest, taxes and
corporate fees; legal and accounting expenses; compensation and expenses
of Trustees not affiliated with Eaton Vance or an Adviser; and investment
advisory, management and administration fees. The Fund and the Portfolio,
as the case may be, will also each bear expenses incurred in connection
with litigation in which the Fund or the Portfolio, as the case may be, is
a party and any legal obligation to indemnify its respective officers and
Trustees with respect thereto.

Distribution Plan
----------------------------------------------------------------------

THE FUND FINANCES DISTRIBUTION ACTIVITIES AND HAS ADOPTED A DISTRIBUTION
PLAN (THE "PLAN") PURSUANT TO RULE 12B-1 UNDER THE 1940 ACT. Rule 12b-1
permits a mutual fund, such as the Fund, to finance distribution
activities and bear expenses associated with the distribution of its
shares provided that any payments made by the Fund are made pursuant to a
written plan adopted in accordance with the Rule. The Plan is subject to,
and complies with, the sales charge rule of the National Association of
Securities Dealers, Inc. (the "NASD Rule"). The Plan is described further
in the Statement of Additional Information, and the following is a
description of the salient features of the Plan. The Plan provides that
the Fund, subject to the NASD Rule, will pay sales commissions and
distribution fees to the Principal Underwriter only after and as a result

13
<PAGE>

of the sale of shares of the Fund. On each sale of Fund shares (excluding
reinvestment of distributions) the Fund will pay the Principal Underwriter
amounts representing (i) sales commissions equal to 5% of the amount
received by the Fund for each share sold and (ii) distribution fees
calculated by applying the rate of 1% over the prime rate then reported in
THE WALL STREET JOURNAL to the outstanding balance of Uncovered
Distribution Charges (as described below) of the Principal Underwriter.
The Principal Underwriter currently expects to pay sales commissions
(except on exchange transactions and reinvestments) to a financial
services firm (an "Authorized Firm") at the time of sale equal to 4% of
the purchase price of the shares sold by such Firm. The Principal
Underwriter will use its own funds (which may be borrowed from banks) to
pay such commissions. Because the payment of the sales commissions and
distribution fees to the Principal Underwriter is subject to the NASD Rule
described below, it will take the Principal Underwriter a number of years
to recoup the sales commissions paid by it to Authorized Firms from the
payments received by it from the Fund pursuant to the Plan.

THE NASD RULE REQUIRES THE FUND TO LIMIT ITS ANNUAL PAYMENTS OF
SALES COMMISSIONS AND DISTRIBUTION FEES TO THE PRINCIPAL UNDERWRITER TO AN
AMOUNT NOT EXCEEDING .75% OF THE FUND'S AVERAGE DAILY NET ASSETS FOR EACH
FISCAL YEAR. Under its Plan, the Fund accrues daily an amount at the rate
of 1/365 of .75% of the Fund's net assets, and pays such accrued amounts
monthly to the Principal Underwriter. The Plan requires such accruals to
be automatically discontinued during any period in which there are no
outstanding Uncovered Distribution Charges under the Plan. Uncovered
Distribution Charges are calculated daily and, briefly, are equivalent to
all unpaid sales commissions and distribution fees to which the Principal
Underwriter is entitled under the Plan less all contingent deferred sales
charges theretofore paid to the Principal Underwriter. The Eaton Vance
organization may be considered to have realized a profit under the Plan if
at any point in time the aggregate amounts of all payments received by the
Principal Underwriter from the Fund pursuant to the Plan, including any
contingent deferred sales charges, have exceeded the total expenses
theretofore incurred by such organization in distributing shares of the
Fund. Total expenses for this purpose will include an allocable portion
of the overhead costs of such organization and its branch offices.

Because of the NASD Rule limitation on the amount of sales
commissions and distribution fees paid to the Principal Underwriter during
any fiscal year, a high level of sales of Fund shares during the initial
years of the Fund's operations would cause a large portion of the sales
commission attributable to a sale of Fund shares to be accrued and paid by
the Fund to the Principal Underwriter in fiscal years subsequent to the
year in which such shares were sold. This spreading of sales commissions
payments under the Plan over an extended period would result in the
incurrence and payment of increased distribution fees under the Plan.

THE PLAN ALSO AUTHORIZES THE FUND TO MAKE PAYMENTS OF SERVICE
FEES TO THE PRINCIPAL UNDERWRITER, AUTHORIZED FIRMS AND OTHER PERSONS IN
AMOUNTS NOT EXCEEDING .25% OF THE FUND'S AVERAGE DAILY NET ASSETS FOR EACH
FISCAL YEAR. The Trustees of the Trust have initially implemented the

14
<PAGE>

Plan by authorizing the Fund to make quarterly service fee payments to the
Principal Underwriter and Authorized Firms in amounts not expected to
exceed .25% per annum of the Fund's average daily net assets based on the
value of Fund shares sold by such persons and remaining outstanding for at
least one year. As permitted by the NASD Rule, such payments are 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 Fund to the Principal Underwriter, and as such are not
subject to automatic discontinuance when there are no outstanding
Uncovered Distribution Charges of the Principal Underwriter. The Fund
expects to begin making service fee payments during the quarter ending
September 30, 1996.

The Principal Underwriter may, from time to time, at its own
expense, provide additional incentives to Authorized Firms which employ
registered representatives who sell a minimum dollar amount of the Fund's
shares and/or shares of other funds distributed by the Principal
Underwriter. In some instances, such additional incentives may be offered
only to certain Authorized Firms whose representatives are expected to
sell significant amounts of shares. In addition, the Principal
Underwriter may from time to time increase or decrease the sales
commissions payable to Authorized Firms.

The Fund may, in its absolute discretion, suspend, discontinue or
limit the offering of its shares at any time. In determining whether any
such action should be taken, the Fund's management intends to consider all
relevant factors, including without limitation the size of the Fund, the
investment climate and market conditions, the volume of sales and
redemptions of Fund shares, and the amount of Uncovered Distribution
Charges of the Principal Underwriter. The Plan may continue in effect and
payments may be made under the Plan following any such suspension,
discontinuance or limitation of the offering of Fund shares; however, the
Fund is not contractually obligated to continue the Plan for any
particular period of time. Suspension of the offering of Fund shares
would not, of course, affect a shareholder's ability to redeem shares.

Valuing Fund Shares
-----------------------------------------------------------------------

THE FUND VALUES ITS SHARES ONCE ON EACH DAY THE NEW YORK STOCK EXCHANGE
(THE "EXCHANGE") IS OPEN FOR TRADING, as of the close of regular trading
on the Exchange (normally 4:00 p.m. New York time). The Fund's net asset
value per share is determined by IBT Fund Services (Canada) Inc., a
subsidiary of Investors Bank & Trust Company ("IBT"), the Fund's and the
Portfolio's custodian, (as agent for the Fund) in the manner authorized by
the Trustees of the Trust. Net asset value is computed by dividing the
value of the Fund's total assets, less its liabilities, by the number of
Fund shares outstanding. Because the Fund invests its assets in an
interest in the Portfolio, the Fund's net asset value will reflect the
value of its interest in the Portfolio (which, in turn, reflects the
underlying value of the Portfolio's assets and liabilities).

15
<PAGE>

Authorized Firms must communicate an investor's order to the
Principal Underwriter prior to the close of the Principal Underwriter's
business day to receive that day's net asset value per Fund share. It is
the Authorized Firms' responsibility to transmit orders promptly to the
Principal Underwriter, which is a wholly-owned subsidiary of Eaton Vance.

The Portfolio's net asset value is also determined as of the
close of regular trading on the Exchange by IBT Fund Services (Canada)
Inc. (as agent for the Portfolio) based on market or fair value in the
manner authorized by the Trustees of the Portfolio, with special
provisions for valuing debt obligations, short-term investments, foreign
securities, direct investments, hedging instruments and assets not having
readily available market quotations, if any. For further information
regarding the valuation of the Portfolio's assets, see "Determination of
Net Asset Value" in the Statement of Additional Information. Eaton Vance
Corp. owns 77.3% of the outstanding stock of IBT.

SHAREHOLDERS MAY DETERMINE THE VALUE OF THEIR INVESTMENT BY
MULTIPLYING THE NUMBER OF FUND SHARES OWNED BY THE CURRENT NET
ASSET VALUE PER SHARE.

How to Buy Fund Shares
----------------------------------------------------------------------

SHARES OF THE FUND MAY BE PURCHASED FOR CASH OR MAY BE ACQUIRED IN
EXCHANGE FOR SECURITIES. Investors may purchase shares of the Fund
through Authorized Firms at the net asset value per share of the Fund next
determined after an order is effective. The Fund may suspend the offering
of shares at any time and may refuse an order for the purchase of shares.

An initial investment in the Fund must be at least $1,000. Once
an account has been established the investor may send investments of $50
or more at any time directly to the Fund's Transfer Agent (the "Transfer
Agent") as follows: The Shareholder Services Group, Inc. BOS725, P.O. Box
1559, Boston, MA 02104. The $1,000 minimum initial investment is waived
for Bank Automated Investing accounts, which may be established with an
investment of $50 or more. See "Eaton Vance Shareholder Services."

In connection with employee benefit or other continuous group
purchase plans under which the average initial purchase by a participant
of the plan is $1,000 or more, the Fund may accept initial investments of
less than $1,000 on the part of an individual participant. In the event a
shareholder who is a participant of such a plan terminates participation
in the plan, his or her shares will be transferred to a regular individual
account. However, such account will be subject to the right of redemption
by the Fund as described below under "How to Redeem Fund Shares."

ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow
agent, will receive securities acceptable to Eaton Vance, as Manager, in
exchange for Fund shares at their net asset value as determined above.
The minimum value of securities (or securities and cash) accepted for
deposit is $5,000. Securities accepted will be sold by IBT as agent for

16
<PAGE>

the account of their owner on the day of their receipt by IBT or as soon
thereafter as possible. The number of Fund shares to be issued in
exchange for securities will be the aggregate proceeds from the sale of
such securities, divided by the applicable net asset value per Fund share
on the day such proceeds are received. Eaton Vance will use reasonable
efforts to obtain the then current market price for such securities, but
does not guarantee the best price available. Eaton Vance will absorb any
transaction costs, such as commissions, on the sale of the securities.

Securities determined to be acceptable should be transferred via
book entry or physically delivered, in proper form for transfer, through
an Authorized Firm, together with a completed and signed Letter of
Transmittal in approved form (available from Authorized Firms), as
follows:

In the case of book entry:

Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Marathon Information Age Fund

In the case of physical delivery:

Investors Bank & Trust Company
Attention: EV Marathon Information Age Fund
Physical Securities Processing Settlement Area
89 South Street
Boston, MA 02111

Investors who are contemplating an exchange of securities for
shares of the Fund, or their representatives, are advised to contact Eaton
Vance to determine whether the securities are acceptable before forwarding
such securities to IBT. Eaton Vance reserves the right to reject any
securities. Exchanging securities for Fund shares may create a taxable
gain or loss. Each investor should consult his or her tax adviser with
respect to the particular Federal, state and local tax consequences of
exchanging securities for Fund shares.

IF YOU DON'T HAVE AN AUTHORIZED FIRM, EATON VANCE CAN RECOMMEND
ONE.

How to Redeem Fund Shares
----------------------------------------------------------------------

17
<PAGE>

signature(s) must be guaranteed by a member of either the Securities
Transfer Association's STAMP program or the New York Stock Exchange's
Medallion Signature Program, or certain banks, savings and loan
institutions, credit unions, securities dealers, securities exchanges,
clearing agencies and registered securities associations as required by a
regulation of the Securities and Exchange Commission and acceptable to The
Shareholder Services Group, Inc. In addition, in some cases, good order
may require the furnishing of additional documents such as where shares
are registered in the name of a corporation, partnership or fiduciary.

Within seven days after receipt of a redemption request in good
order by The Shareholder Services Group, Inc., the Fund will make payment
in cash for the net asset value of the shares as of the date determined
above, reduced by the amount of any applicable contingent deferred sales
charges (described below) and any Federal income tax required to be
withheld. Although the Fund normally expects to make payment in cash for
redeemed shares, the Trust, subject to compliance with applicable
regulations, has reserved the right to pay the redemption price of shares
of the Fund, either totally or partially, by a distribution in kind of
readily marketable securities withdrawn by the Fund from the Portfolio.
The securities so distributed would be valued pursuant to the Portfolio's
valuation procedures. If a shareholder received a distribution in kind,
the shareholder could incur brokerage or other charges in converting the
securities to cash.

To sell shares at their net asset value through an Authorized
Firm (a repurchase), a shareholder can place a repurchase order with the
Authorized Firm, which may charge a fee. The value of such shares is
based upon the net asset value calculated after EVD, as the Fund's agent,
receives the order. It is the Authorized Firm's responsibility to
transmit promptly repurchase orders to EVD. Throughout this Prospectus,
the word "redemption" is generally meant to include a repurchase.

If shares were recently purchased, the proceeds of a redemption
(or repurchase) will not be sent until the check (including a certified or
cashier's check) received for the shares purchased has cleared. Payment
for shares tendered for redemption may be delayed up to 15 days from the
purchase date when the purchase check has not yet cleared. Redemptions or
repurchases may result in a taxable gain or loss.

Due to the high cost of maintaining small accounts, the Fund
reserves the right to redeem accounts with balances of less than $1,000.
Prior to such a redemption, shareholders will be given 60 days' written
notice to make an additional purchase. Thus, an investor making an
initial investment of $1,000 would not be able to redeem shares without
being subject to this policy. However, no such redemption would be
required by the Fund if the cause of the low account balance was a
reduction in the net asset value of Fund shares. No contingent deferred
sales charge will be imposed with respect to such involuntary redemptions.

Contingent Deferred Sales Charge. Shares redeemed within the
first six years of their purchase (except shares acquired through the

18
<PAGE>

reinvestment of distributions) generally will be subject to a contingent
deferred sales charge. This contingent deferred sales charge is imposed
on any redemption the amount of which exceeds the aggregate value at the
time of redemption of (a) all shares in the account purchased more than
six years prior to the redemption, (b) all shares in the account acquired
through reinvestment of distributions, and (c) the increase, if any, of
value in the other shares in the account (namely those purchased within
the six years preceding the redemption) over the purchase price of such
shares. Redemptions are processed in a manner to maximize the amount of
redemption proceeds which will not be subject to a contingent deferred
sales charge. That is, each redemption will be assumed to have been made
first from the exempt amounts referred to in clauses (a), (b) and (c)
above, and second through liquidation of those shares in the account
referred to in clause (c) on a first-in-first-out basis. Any contingent
deferred sales charge which is required to be imposed on share redemptions
will be made in accordance with the following schedule:

<TABLE>
<CAPTION>
<S> <C>
Year of Contingent
Redemption Deferred Sales
After Purchase Charge
---------------- -----------------

First or Second . . . . . . . . . . . 5%
Third . . . . . . . . . . . . . . . . 4%
Fourth . . . . . . . . . . . . . . . . 3%
Fifth . . . . . . . . . . . . . . . . 2%
Sixth . . . . . . . . . . . . . . . . 1%
Seventh and following . . . . . . . . . 0%

</TABLE>

In calculating the contingent deferred sales charge upon the
redemption of Fund shares acquired in an exchange for shares of a fund
currently listed under "The Eaton Vance Exchange Privilege," the
contingent deferred sales charge schedule applicable to the shares at the
time of purchase will apply and the purchase of Fund shares acquired in
the exchange is deemed to have occurred at the time of the original
purchase of the exchanged shares. The contingent deferred sales charge
will be waived for shares redeemed (1) pursuant to a Withdrawal Plan (see
"Eaton Vance Shareholder Services"), (2) as part of a required
distribution from a tax-sheltered retirement plan, or (3) following the
death of all beneficial owners of such shares, provided the redemption is
requested within one year of death (a death certificate and other
applicable documents may be required).

No contingent deferred sales charge will be imposed on Fund
shares which have been sold to Eaton Vance or its affiliates, or to their
respective employees or clients. The contingent deferred sales charge
will be paid to the Principal Underwriter or the Fund.

19
<PAGE>

THE FOLLOWING EXAMPLE ILLUSTRATES THE OPERATION OF THE CONTINGENT
DEFERRED SALES CHARGE. ASSUME THAT AN INVESTOR PURCHASES $10,000
OF THE FUND'S SHARES AND THAT 16 MONTHS LATER THE VALUE OF THE
ACCOUNT HAS GROWN THROUGH INVESTMENT PERFORMANCE AND REINVESTMENT
OF DIVIDENDS TO $12,000. THE INVESTOR THEN MAY REDEEM UP TO
$2,000 OF SHARES WITHOUT INCURRING A CONTINGENT DEFERRED SALES
CHARGE. IF THE INVESTOR SHOULD REDEEM $3,000 OF SHARES, A CHARGE
WOULD BE IMPOSED ON $1,000 OF THE REDEMPTION. THE RATE WOULD BE
5% BECAUSE THE REDEMPTION WAS MADE IN THE SECOND YEAR AFTER THE
PURCHASE WAS MADE AND THE CHARGE WOULD BE $50.

Reports to Shareholders
------------------------------------------------------------------------

THE FUND WILL ISSUE TO ITS SHAREHOLDERS SEMI-ANNUAL AND ANNUAL REPORTS
CONTAINING FINANCIAL STATEMENTS. Financial statements included in annual
reports are audited by the Fund's independent certified public
accountants. Shortly after the end of each calendar year, the Fund will
furnish all shareholders with information necessary for preparing Federal
and state tax returns.

The Lifetime Investing Account/Distribution Options
------------------------------------------------------------------------

AFTER AN INVESTOR MAKES AN INITIAL PURCHASE OF FUND SHARES, THE FUND'S
TRANSFER AGENT, THE SHAREHOLDER SERVICES GROUP, INC., WILL SET UP A
LIFETIME INVESTING ACCOUNT FOR THE INVESTOR ON THE FUND'S RECORDS. This
account is a complete record of all transactions between the investor and
the Fund which at all times shows the balance of shares owned. The Fund
will not issue share certificates except upon request.

Each time a transaction takes place in a shareholder's account,
the shareholder will receive a statement showing complete details of the
transaction and the current balance in the account. (Under certain
investment plans, statements may be sent only quarterly.) THE LIFETIME
INVESTING ACCOUNT PERMITS A SHAREHOLDER TO MAKE ADDITIONAL INVESTMENTS IN
SHARES BY SENDING A CHECK FOR $50 OR MORE to The Shareholders Services
Group, Inc.

Any questions concerning a shareholder's account or services
available may be directed by telephone to EATON VANCE SHAREHOLDER SERVICES
at 800-225-6265, extension 2, or in writing to The Shareholder Services
Group, Inc., BOS725, P.O. Box 1559, Boston, MA 02104 (please provide the
name of the shareholder, the Fund and the account number).

THE FOLLOWING DISTRIBUTION OPTIONS WILL BE AVAILABLE TO ALL
LIFETIME INVESTING ACCOUNTS and may be changed as often as desired by
written notice to the Fund's dividend disbursing agent, The Shareholder
Services Group, Inc., BOS725, P.O. Box 1559, Boston, MA 02104. The
currently effective option will appear on each confirmation statement.

20
<PAGE>

Share Option -- Dividends and capital gains will be reinvested in
additional shares.

Income Option -- Dividends will be paid in cash, and capital
gains will be reinvested in additional shares.

Cash Option -- Dividends and capital gains will be paid in cash.

The Share Option will be assigned if no other option is
specified. Distributions, including those reinvested, will be reduced by
any withholding required under Federal income tax laws.

If the Income Option or Cash Option has been selected, dividend
and/or capital gains distribution checks which are returned by the United
States Postal Service as not deliverable or which remain uncashed for six
months or more will be reinvested in the account in shares at the then
current net asset value. Furthermore, the distribution option on the
account will be automatically changed to the Share Option until such time
as the shareholder selects a different option.

Distribution Investment Option. In addition to the distribution
options set forth above, dividends and/or capital gains may be invested in
additional shares of another Eaton Vance fund. Before selecting this
option, a shareholder should obtain a prospectus of the other Eaton Vance
fund and consider its objectives and policies carefully.

"Street Name" Accounts. If shares of the Fund are held in a
"street name" account with an Authorized Firm, all recordkeeping,
transaction processing and payments of distributions relating to the
beneficial owner's account will be performed by the Authorized Firm, and
not by the Fund and its Transfer Agent. Since the Fund will have no
record of the beneficial owner's transactions, a beneficial owner should
contact the Authorized Firm to purchase, redeem or exchange shares, to
make changes in or give instructions concerning the account, or to obtain
information about the account. The transfer of shares in a "street name"
account to an account with another dealer or to an account directly with
the Fund involves special procedures and will require the beneficial owner
to obtain historical purchase information about the shares in the account
from the Authorized Firm. Before establishing a "street name" account
with an investment firm, or transferring the account to another investment
firm, an investor wishing to reinvest distributions should determine
whether the firm which will hold the shares allows reinvestment of
distributions in "street name" accounts.

UNDER A LIFETIME INVESTING ACCOUNT A SHAREHOLDER CAN MAKE ADDITIONAL
INVESTMENTS IN SHARES BY SENDING A CHECK FOR $50 OR MORE.

The Eaton Vance Exchange Privilege
-----------------------------------------------------------------------

Shares of the Fund currently may be exchanged for shares of one or more
other funds in the Eaton Vance Marathon Group of Funds (which includes

21
<PAGE>

Eaton Vance Equity-Income Trust and any EV Marathon fund, except Eaton
Vance Prime Rate Reserves) or Eaton Vance Money Market Fund, which are
distributed subject to a contingent deferred sales charge, on the basis of
the net asset value per share of each fund at the time of the exchange,
provided that such exchange offers are available only in states where
shares of the fund being acquired may be legally sold.

Each exchange must involve shares which have a net asset value of
at least $1,000. The exchange privilege may be changed or discontinued
without penalty. Shareholders will be given sixty (60) days' notice prior
to any termination or material amendment of the exchange privilege. The
Fund does not permit the exchange privilege to be used for "Market Timing"
and may terminate the exchange privilege for any shareholder account
engaged in Market Timing activity. Any shareholder account for which more
than two round-trip exchanges are made within any twelve month period will
be deemed to be engaged in Market Timing. Furthermore, a group of
unrelated accounts for which exchanges are entered contemporaneously by a
financial intermediary will be considered to be engaged in Market Timing.

The Shareholder Services Group, Inc. makes exchanges at the next
determined net asset value after receiving an exchange request in good
order (see "How to Redeem Fund Shares"). Consult The Shareholder Services
Group, Inc. for additional information concerning the exchange privilege.
Applications and prospectuses of other funds are available from Authorized
Firms or the Principal Underwriter. The prospectus for each fund
describes its investment objectives and policies, and shareholders should
obtain a prospectus and consider these objectives and policies carefully
before requesting an exchange.

No contingent deferred sales charge is imposed on exchanges. For
purposes of calculating the contingent deferred sales charge upon the
redemption of shares acquired in an exchange, the contingent deferred
sales charge schedule applicable to the shares at the time of purchase
will apply and the purchase of shares acquired in one or more exchanges is
deemed to have occurred at the time of the original purchase of the
exchanged shares. For the contingent deferred sales charge schedule
applicable to the Eaton Vance Marathon Group of Funds (except EV Marathon
Strategic Income Fund and Class I shares of any EV Marathon Limited
Maturity Fund), see "How to Redeem Fund Shares." The contingent deferred
sales charge schedule applicable to EV Marathon Strategic Income Fund and
Class I shares of any EV Marathon Limited Maturity Fund is 3%, 2.5%, 2% or
1% in the event of a redemption occurring in the first, second, third or
fourth year, respectively, after the original share purchase.

Shares of the other funds in the Eaton Vance Marathon Group of
Funds and shares of Eaton Vance Money Market Fund may be exchanged for
Fund shares on the basis of the net asset value per share of each fund at
the time of the exchange, but subject to any restrictions or
qualifications set forth in the current prospectus of any such fund.

Telephone exchanges are accepted by The Shareholders Services
Group, Inc. provided that the investor has not disclaimed in writing the

22
<PAGE>

use of the privilege. To effect such exchanges, call The Shareholder
Services Group, Inc. at 800-262-1122 or, within Massachusetts, 617-573-
9403, Monday through Friday, 9:00 a.m. to 4:00 p.m. (Eastern Standard
Time). Shares acquired by telephone exchange must be registered in the
same name(s) and with the same address as the shares being exchanged.
Neither the Fund, the Principal Underwriter nor The Shareholder Services
Group, Inc. will be responsible for the authenticity of exchange
instructions received by telephone, provided that reasonable procedures to
confirm that instructions communicated are genuine have been followed.
Telephone instructions will be tape recorded. In times of drastic
economic or market changes, a telephone exchange may be difficult to
implement. An exchange may result in a taxable gain or loss.

Eaton Vance Shareholder Services
----------------------------------------------------------------------

THE FUND OFFERS THE FOLLOWING SERVICES, WHICH ARE VOLUNTARY, INVOLVE NO
EXTRA CHARGE, AND MAY BE CHANGED OR DISCONTINUED WITHOUT PENALTY AT ANY
TIME. Full information on each of the services described below and an
application, where required, are available from Authorized Firms or the
Principal Underwriter. The cost of administering such services for the
benefit of shareholders who participate in them is borne by the Fund as an
expense to all shareholders.

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000
minimum investment has been made, checks of $50 or more payable to the
order of EV Marathon Information Age Fund may be mailed directly to The
Shareholder Services Group, Inc. BOS725, P.O. Box 1559, Boston, MA 02104
at any time -- whether or not distributions are reinvested. The name of
the shareholder, the Fund and the account number should accompany each
investment.

BANK AUTOMATED INVESTING -- FOR REGULAR SHARE ACCUMULATION: Cash
investments of $50 or more may be made automatically each month or quarter
from the shareholder's bank account. The $1,000 minimum initial
investment and small account redemption policy are waived for these
accounts.

WITHDRAWAL PLAN: A shareholder may draw on shareholdings systematically
with monthly or quarterly checks in an aggregate amount that does not
exceed annually 12% of the account balance at the time the plan is
established. Such amount will not be subject to a contingent deferred
sales charge. See "How to Redeem Fund Shares." A minimum deposit of
$5,000 in shares is required.

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

23
<PAGE>

used more than once in the prior 12 months. Shares are sold to a
reinvesting shareholder at the net asset value next determined 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.

TAX-SHELTERED RETIREMENT PLANS: Shares of the Fund are available for
purchase in connection with the following tax-sheltered retirement plans:

--- Pension and Profit Sharing Plans for self-employed
individuals, corporations and nonprofit organizations;
--- Individual Retirement Account Plans for individuals and
their non-employed spouses; and
--- 403(b) Retirement Plans for employees of public school
systems, hospitals, colleges and other nonprofit
organizations meeting certain requirements of the
Internal Revenue Code of 1986, as amended (the "Code").

Detailed information concerning these plans, including certain
exceptions to minimum investment requirements, and copies of the plans are
available from the Principal Underwriter. This information should be read
carefully and consultation with an attorney or tax adviser may be
advisable. The information sets forth the service fee charged for
retirement plans and describes the Federal income tax consequences of
establishing a plan. Under all plans, dividends and distributions will be
automatically reinvested in additional shares.

Distributions and Taxes
-------------------------------------------------------------------------

DISTRIBUTIONS. The Fund's present policy is to make (A) at least one
distribution annually (normally in December) of all or substantially all
of the investment income allocated to the Fund by the Portfolio, less the
Fund's direct and allocated expenses and (B) at least one distribution
annually of all or substantially all of the net realized capital gains (if
any) allocated to the Fund by the Portfolio (reduced by any available
capital loss carryforwards from prior years).

Shareholders may reinvest all distributions in shares of the Fund
without a sales charge at the net asset value per share as of the close of
business on the record date.

24
<PAGE>

and accrued expenses of the Portfolio determined in accordance with
generally accepted accounting principles. The Fund's net realized capital
gains, if any, consist of the net realized capital gains (if any)
allocated to the Fund by the Portfolio for tax purposes, after taking into
account any available capital loss carryovers.

TAXES. Distributions by the Fund which are derived from the Fund's
allocated share of the Portfolio's net investment income, net short-term
capital gains and certain foreign exchange gains are taxable to
shareholders as ordinary income, whether received in cash or reinvested in
additional shares of the Fund. The Fund's distributions will generally
not qualify for the dividends-received deduction for corporate
shareholders.

Capital gains referred to in clause (B) above, if any, realized
by the Portfolio and allocated to the Fund for the Fund's fiscal year,
which ends on August 31, will usually be distributed by the Fund prior to
the end of December. Distributions by the Fund of long-term capital gains
allocated to the Fund by the Portfolio are taxable to shareholders as
long-term capital gains, whether paid in cash or reinvested in additional
shares of the Fund and regardless of the length of time Fund shares have
been owned by the shareholder.

If shares are purchased shortly before the record date of a
distribution, the shareholder will pay the full price for the shares and
then receive some portion of the price back as a taxable distribution.
The amount, timing and character of the Fund's distributions to
shareholders may be affected by special tax rules governing the
Portfolio's activities in options, futures and forward foreign currency
exchange transactions or certain other investments.

Certain distributions, if declared by the Fund in October,
November or December and paid the following January, will be taxable to
shareholders as if received on December 31 of the year in which they are
declared.

The Fund intends to qualify as a regulated investment company
under the Code and to satisfy all requirements necessary to be relieved of
Federal taxes on income and gains it distributes to shareholders. In
satisfying these requirements, the Fund will treat itself as owning its
proportionate share of each of the Portfolio's assets and as entitled to
the income of the Portfolio properly attributable to such share.

As a regulated investment company under the Code, the Fund does
not pay Federal income or excise taxes to the extent that it distributes
to shareholders its net investment income and net realized capital gains
in accordance with the timing requirements imposed by the Code. As a
partnership under the Code, the Portfolio does not pay Federal income or
excise taxes.

Income realized by the Portfolio from certain investments and
allocated to the Fund may be subject to foreign income taxes, and the Fund

25
<PAGE>

may make an election under Section 853 of the Code that would allow
shareholders to claim a credit or deduction on their Federal income tax
returns for (and treat as additional amounts distributed to them) their
pro rata portion of the Fund's allocated share of qualified taxes paid by
the Portfolio to foreign countries. This election may be made only if
more than 50% of the assets of the Fund, including its allocable share of
the Portfolio's assets, at the close of a taxable year consists of
securities in foreign corporations. The Fund will send a written notice
of any such election (not later than 60 days after the close of its
taxable year) to each shareholder indicating the amount to be treated as
the proportionate share of such taxes. The availability of foreign tax
credits or deductions for shareholders is subject to certain additional
restrictions and limitations.

The Fund will provide its shareholders annually with tax
information notices and Forms 1099 to assist in the preparation of their
Federal and state tax returns for the prior calendar year's distributions,
proceeds from the redemption or exchange of Fund shares, and Federal
income tax (if any) withheld by the Fund's Transfer Agent.

PERFORMANCE INFORMATION
-----------------------------------------------------------------------

FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS AVERAGE ANNUAL TOTAL RETURN.
The Fund's average annual total return is determined by multiplying a
hypothetical initial purchase order of $1,000 invested at the maximum
public offering price (net asset value) by the average annual compounded
rate of return (including capital appreciation/depreciation, and dividends
and distributions paid and reinvested) for the stated period and
annualizing the result. The average annual total return calculation
assumes a complete redemption of the investment and the deduction of any
contingent deferred sales charge at the end of the period. The Fund may
also publish annual and cumulative total return figures from time to time.
The Fund may use such total return figures, together with comparisons with
the Consumer Price Index, various domestic and foreign securities indices
and performance studies prepared by independent organizations, in
advertisements and in information furnished to present or prospective
shareholders.

The Fund may also publish total return figures which do not take
into account any contingent deferred sales charge which may be imposed
upon redemptions at the end of the specified period. Any performance
figure which does not take into account the contingent deferred sales
charge would be reduced to the extent such charge is imposed upon a
redemption.

26
<PAGE>

the Portfolio and the operating expenses of the Fund and the Portfolio.
Investment results also often reflect the risks associated with the
particular investment objective and policies of the Fund and the
Portfolio. Among others, these factors should be considered when
comparing the Fund's investment results to those of other mutual funds and
other investment vehicles. If the expenses related to the operation of
the Fund or the Portfolio are allocated to Eaton Vance, the Fund's
performance will be higher.

27
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
SPONSOR AND MANAGER OF EV MARATHON
INFORMATION AGE FUND
Administrator of Information Age
Portfolio
Eaton Vance Management
24 Federal Street
Boston, MA 02110
EV MARATHON INFORMATION
CO-ADVISER OF INFORMATION AGE PORTFOLIO AGE FUND
Boston Management and Research
24 Federal Street
Boston, MA 02110

CO-ADVISER OF INFORMATION AGE PORTFOLIO
Lloyd George Investment Management
(Bermuda) Limited
3808 One Exchange Square
Central, Hong Kong

PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(800) 225-6265

CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, MA 02110

TRANSFER AGENT
The Shareholder Services Group, Inc. PROSPECTUS
BOS725 AUGUST 23, 1995
P.O. Box 1559
Boston, MA 02104
(800) 262-1122

AUDITORS
Deloitte & Touche LLP
125 Summer Street
Boston, MA 02110

EV Marathon Information Age Fund
24 Federal Street
Boston, MA 02110

</TABLE>

<PAGE>

Part A
Information Required in a Prospectus
EV Traditional Information Age Fund

EV Traditional Information Age Fund (the "Fund") is a mutual fund
seeking long-term capital growth by investing in a global and diversified
portfolio of securities of information age companies. Accordingly, the
Fund invests its assets in Information Age Portfolio (the "Portfolio"), a
diversified open-end investment company having the same investment
objective as the Fund, rather than by investing directly in and managing
its own portfolio of securities as with an historically structured mutual
fund. The Fund is a separate series of Eaton Vance Growth Trust (the
"Trust").

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK OR OTHER INSURED DEPOSITORY INSTITUTION, AND ARE
NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT AGENCY. SHARES OF THE FUND
INVOLVE INVESTMENT RISKS, INCLUDING FLUCTUATIONS IN VALUE AND THE POSSIBLE
LOSS OF SOME OR ALL OF THE PRINCIPAL INVESTMENT.

This Prospectus is designed to provide you with information you should
know before investing in the Fund. Please retain this document for future
reference. A Statement of Additional Information for the Fund dated
August 23, 1995, as supplemented from time to time, has been filed with
the Securities and Exchange Commission and is incorporated herein by
reference. The Statement of Additional Information is available without
charge from the Fund's principal underwriter, Eaton Vance Distributors,
Inc. (the "Principal Underwriter"), 24 Federal Street, Boston, MA 02110
(telephone (800) 225-6265). The sponsor and manager of the Fund and the
administrator of the Portfolio is Eaton Vance Management, 24 Federal
Street, Boston, MA 02110 ("Eaton Vance" or the "Manager"). The
Portfolio's investment advisers are Boston Management and Research
("BMR"), a wholly-owned subsidiary of Eaton Vance, and Lloyd George
Investment Management (Bermuda) Limited ("Lloyd George") (collectively,
the "Advisers"). The principal business address of BMR is 24 Federal
Street, Boston, MA 02110 and of Lloyd George is 3808 One Exchange Square,
Central, Hong Kong.

-------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------------------------------------------------

<PAGE>

<S> <C>

Page Page
---- ----
Shareholder and Fund Expenses __ How to Buy Fund Shares . . . . __

The Fund's Investment Objective __
How to Redeem Fund Shares . . . __

The Portfolio's Investments . __ Reports to Shareholders . . . . __
How the Fund and the Portfolio __ The Lifetime Investing Account/
Distribution Options . . . __

Invest their Assets . . . . . __ The Eaton Vance Exchange
Privilege . . . . . . . . __
Special Investment Methods and
Risk Factors . . . . . . . . __ Eaton Vance Shareholder Services __

Organization of the Fund and the
Portfolio . . . . . . . . . . -- Distributions and Taxes . . . . __

Management of the Fund and the Performance Information . . . . __
Portfolio . . . . . . . . . . --
Distribution Plan . . . . . . __ Statement of Intention and
Escrow Agreement . . . . . __

Valuing Fund Shares . . . . . __
-----------------------------------------------------------------------
Prospectus Dated August 23, 1995
</TABLE>

<PAGE>

Shareholder and Fund Expenses

-------------------------------------------------------------------------
Shareholder Transaction Expenses
Maximum Sales Charges Imposed on Purchases of Shares
(as a percentage of offering price) 4.75%
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None
Contingent Deferred Sales Charges (on purchases of
$1 million or more) Imposed on Redemptions
During the First Eighteen Months
(as a percentage of redemption proceeds
exclusive of all reinvestments and capital
appreciation in the account) 1.00%
Annual Fund and Allocated Portfolio Operating Expenses
(as a percentage of average daily net assets)
Management Fees (including management fees paid by the
Fund and investment advisory and
administration fees paid by the Portfolio of
0.25%, 0.75%
and 0.25%, respectively) 1.25%
Rule 12b-1 Distribution Fees 0.50%
Other Expenses 0.50%
Total Operating Expenses 2.25%

Example 1 year 3 years
------ -------
An investor would pay the following expenses
(including maximum initial sales
charge) on a $1,000 investment, assuming
(a) 5% annual return and (b) redemption
at the end of each time period: $69 $114

Notes:
The table and Examples summarize the aggregate expenses of the Fund and
the Portfolio and are designed to help investors understand the costs
and expenses they will bear directly or indirectly by investing in the
Fund. Information is based on estimated expenses for the current
fiscal year because the Fund was only recently organized.

The Fund invests exclusively in the Portfolio. The Trustees of the
Trust believe that over time the aggregate per share expenses of the
Fund and the Portfolio should be approximately equal to or less than
the per share expenses which the Fund would incur if the Trust retained
the services of an investment adviser for the Fund and the Fund's
assets were invested directly in the type of securities being held by
the Portfolio.

The Examples should not be considered a representation of past or
future expenses, and actual expenses may be greater or less than those
shown. Federal regulations require the Examples to assume a 5% annual
return, but actual return will vary. For further information regarding

<PAGE>

the expenses of both the Fund and the Portfolio see "Organization of
the Fund and the Portfolio," "Management of the Fund and the
Portfolio," "How to Redeem Fund Shares" and "Distribution Plan."
Because the Fund makes payments under its Distribution Plan adopted
under Rule 12b-1, a long-term shareholder may pay more than the
economic equivalent of the maximum front-end sales charge permitted by
a rule of the National Association of Securities Dealers, Inc.

No sales charge is payable at the time of purchase on investments of $1
million or more. However, a contingent deferred sales charge of 1%
will be imposed on such investments in the event of certain redemptions
within 18 months of purchase. See "How to Buy Fund Shares," "How to
Redeem Fund Shares" and "Eaton Vance Shareholder Services."

For shares sold by Authorized Firms and remaining outstanding for at
least one year, the Fund will pay service fees not exceeding .25% per
annum of its average daily net assets. The Fund expects to begin
making service fee payments during the quarter ending September 30,
1996. Therefore, expenses after year one will be higher. See
"Distribution Plan."

Other investment companies and investors with different distribution
arrangements and fees are investing in the Portfolio and additional
such companies may do so in the future. See "Organization of the Fund
and the Portfolio."

<PAGE>

The Fund's Investment Objective
--------------------------------------------------------------------------

EV Traditional Information Age Fund (the "Fund") is a diversified series
of Eaton Vance Growth Trust (the "Trust"). The Fund's investment
objective is long-term capital growth. It currently seeks to meet its
investment objective by investing its assets in Information Age Portfolio
(the "Portfolio"), a separate registered investment company that invests
in securities of information age companies.

The Portfolio's Investments
-------------------------------------------------------------------------

In recent years, a number of technological advances have
facilitated the global dissemination of information of all types including
text, voice, images, moving pictures and digital data streams. These
technological advances may be likened to the dynamic process of invention
and application of new technology in the eighteenth and nineteenth
centuries that has come to be known as the Industrial Revolution, ushering
in the Industrial Age. In the same way, the Advisers believe that the
current pace of technological change in the dissemination and use of
information will be looked upon as the Information Revolution and will
usher in the Information Age.

5
<PAGE>

. Development of new information infrastructure in developing
countries, such as producers and developers of communication
network equipment and managers of sophisticated communication
networks.

How the Fund and the Portfolio Invest their Assets
---------------------------------------------------------------------

6
<PAGE>

securities of both established and emerging companies operating in
developed and emerging economies. The securities may be denominated in
foreign currencies.

7
<PAGE>

custody fees and other costs of investing are generally higher than in the
United States, and foreign securities markets may be less liquid, more
volatile and less subject to governmental supervision than in the United
States. Investments in foreign issuers could be adversely affected by
other factors not present in the United States, including expropriation,
confiscatory taxation, lack of uniform accounting and auditing standards
and potential difficulties in enforcing contractual obligations.

8
<PAGE>

foreign currency exchange rate fluctuations. The Portfolio may also use
forward contracts to shift its exposure to foreign currency exchange rate
changes from one currency to another.

9
<PAGE>

Certain Investment Policies. The Fund and the Portfolio have adopted
certain fundamental investment restrictions and policies which are
enumerated in detail in the Statement of Additional Information and which
may not be changed unless authorized by a shareholder vote and an investor
vote, respectively. Among the fundamental restrictions, neither the Fund
nor the Portfolio may (1) borrow money, except as permitted by the 1940
Act; (2) purchase any securities on margin (but the Fund and the Portfolio
may obtain such short-term credits as may be necessary for the clearance
of purchases and sales of securities); or (3) with respect to 75% of its
total assets, invest more than 5% of its total assets (taken at current
value) in the securities of any one issuer, or invest in more than 10% of
the outstanding voting securities of any one issuer, except obligations
issued or guaranteed by the U.S. Government, its agencies or instrumental-
ities and except securities of other investment companies. Investment
restrictions are considered at the time of acquisition of assets; the sale
of portfolio assets is not required in the event of a subsequent change in
circumstances. As a matter of fundamental policy the Portfolio will not
invest 25% or more of its total assets in the securities, other than U.S.
Government securities, of issuers in any one industry. However, the
Portfolio is permitted to invest 25% or more of its total assets in (i)
the securities of issuers located in any one country and (ii) securities
denominated in the currency of any one country.

Organization of the Fund and the Portfolio
-----------------------------------------------------------------------

The Fund is a diversified series of Eaton Vance Growth Trust, a business
trust established under Massachusetts law pursuant to a Declaration of
Trust dated May 25, 1989, as amended, and organized as the successor to a
Massachusetts corporation which commenced its investment company
operations in 1954. The Trustees of the Trust are responsible for the
overall management and supervision of its affairs. The Trust may issue an
unlimited number of shares of beneficial interest (no par value per share)
in one or more series and because the Trust can offer separate series
(such as the Fund) it is known as a "series company." Each share
represents an equal proportionate beneficial interest in the Fund. When
issued and outstanding, the shares are fully paid and nonassessable by the
Trust and redeemable as described under "How to Redeem Fund Shares."
Shareholders are entitled to one vote for each full share held.
Fractional shares may be voted proportionately. Shares have no preemptive
or conversion rights and are freely transferable. In the event of the

10
<PAGE>

liquidation of the Fund, shareholders are entitled to share pro rata in
the net assets of the Fund available for distribution to shareholders.

SPECIAL INFORMATION ON THE FUND/PORTFOLIO INVESTMENT STRUCTURE. An
investor in the Fund should be aware that the Fund, unlike mutual funds
which directly acquire and manage their own portfolios of securities,
seeks to achieve its investment objective by investing its assets in an
interest in the Portfolio (although the Fund may temporarily hold a de
minimus amount of cash), which is a separate investment company with an
identical investment objective. Therefore, the Fund's interest in
securities owned by the Portfolio is indirect. In addition to selling an
interest to the Fund, the Portfolio may sell interests to other affiliated
and non-affiliated mutual funds or institutional investors. Such
investors will invest in the Portfolio on the same terms and conditions
and will pay a proportionate share of the Portfolio's expenses. However,
the other investors investing in the Portfolio are not required to sell
their shares at the same public offering price as the Fund due to
variations in sales commissions and other operating expenses. Therefore,
investors in the Fund should be aware that these differences may result in
differences in returns experienced by investors in the various funds that
invest in the Portfolio. Such differences in returns are also present in
other mutual fund structures, including funds that have multiple classes
of shares. For information regarding the investment objective, policies
and restrictions of the Portfolio, see "How the Fund and the Portfolio
Invest their Assets." Further information regarding the investment
practices of the Portfolio may also be found in the Statement of
Additional Information.

11
<PAGE>

objective and the nonfundamental investment policies of the Fund and the
Portfolio may be changed by the Trustees of the Trust and the Portfolio
without obtaining the approval of the shareholders of the Fund or the
investors in the Portfolio, as the case may be. Any such change of the
investment objective will be preceded by thirty days' advance written
notice to the shareholders of the Fund or the investors in the Portfolio,
as the case may be. If a shareholder redeems shares because of a change
in the nonfundamental objective or policies of the Fund, those shares may
be subject to a contingent deferred sales charge, as described in "How to
Redeem Fund Shares." In the event the Fund withdraws all of its assets
from the Portfolio, or the Board of Trustees of the Trust determines that
the investment objective of the Portfolio is no longer consistent with the
investment objective of the Fund, such Trustees would consider what action
might be taken, including investing the assets of the Fund in another
pooled investment entity or retaining an investment adviser to manage the
Fund's assets in accordance with its investment objective. The Fund's
investment performance may be affected by a withdrawal of all its assets
from the Portfolio.

The Declaration of Trust of the Portfolio provides that the
Portfolio will terminate 120 days after the complete withdrawal of the
Fund or any other investor in the Portfolio, unless either the remaining
investors, by unanimous vote at a meeting of such investors, or a majority
of the Trustees of the Portfolio, by written instrument consented to by
all investors, agree to continue the business of the Portfolio. This
provision is consistent with treatment of the Portfolio as a partnership
for Federal income tax purposes. See "Distributions and Taxes" for
further information. Whenever the Fund as an investor in the Portfolio is
requested to vote on matters pertaining to the Portfolio (other than the
termination of the Portfolio's business, which may be determined by the
Trustees of the Portfolio without investor approval), the Fund will hold a
meeting of Fund shareholders and will vote its interest in the Portfolio
for or against such matters proportionately to the instructions to vote
for or against such matters received from Fund shareholders. The Fund

12
<PAGE>

shall vote shares for which it receives no voting instructions in the same
proportion as the shares for which it receives voting instructions. Other
investors in the Portfolio may alone or collectively acquire sufficient
voting interests in the Portfolio to control matters relating to the
operation of the Portfolio, which may require the Fund to withdraw its
investment in the Portfolio or take other appropriate action. Any such
withdrawal could result in a distribution "in kind" of portfolio
securities (as opposed to a cash distribution from the Portfolio). If
securities are distributed, the Fund could incur brokerage, tax or other
charges in converting the securities to cash. In addition, the
distribution in kind may result in a less diversified portfolio of
investments or adversely affect the liquidity of the Fund.
Notwithstanding the above, there are other means for meeting shareholder
redemption requests, such as borrowing.

Management of the Fund and the Portfolio
------------------------------------------------------------------------

EATON VANCE MANAGEMENT ("EATON VANCE") ACTS AS THE SPONSOR AND MANAGER OF
THE FUND AND AS THE ADMINISTRATOR OF THE PORTFOLIO. THE PORTFOLIO HAS
ENGAGED BOSTON MANAGEMENT AND RESEARCH ("BMR"), A WHOLLY-OWNED SUBSIDIARY
OF EATON VANCE, AND LLOYD GEORGE INVESTMENT MANAGEMENT (BERMUDA) LIMITED
("LLOYD GEORGE") (COLLECTIVELY, THE "ADVISERS") AS ITS INVESTMENT
ADVISERS. The Portfolio's non-U.S. assets are co-managed by Robert Lloyd
George and _______________, Chairman and ___________ of Lloyd George,
respectively, and the Portfolio's U.S. assets are managed by Duncan W.
Richardson, Vice President of Eaton Vance and BMR.

Eaton Vance, its affiliates and its predecessor companies have
been managing assets of individuals and institutions since 1924 and
managing investment companies since 1931. BMR or Eaton Vance acts as
investment adviser to investment companies and various individual and
institutional clients with assets under management of approximately $15
billion. Eaton Vance is a wholly-owned subsidiary of Eaton Vance Corp., a
publicly-held holding company. Eaton Vance Corp., through its
subsidiaries and affiliates, engages in investment management and
marketing activities, fiduciary and banking services, oil and gas
operations, real estate investment, consulting and management, and
development of precious metals properties. Eaton Vance Corp. also owns 2%
of the A Shares and 20% of the Preferred Shares issued by LGM.

13
<PAGE>

14
<PAGE>

monthly administration fee in the amount of 1/48 of 1% (equal to .25%
annually) of the average daily net assets of the Portfolio up to $500
million, which fee declines at intervals above $500 million. The combined
investment advisory, management and administration fees payable by the
Fund and the Portfolio are higher than similar fees charged by most other
investment companies.

Distribution Plan
------------------------------------------------------------------------

IN ADDITION TO MANAGEMENT FEES AND OTHER EXPENSES, THE FUND PAYS FOR
CERTAIN EXPENSES PURSUANT TO A DISTRIBUTION PLAN (THE "PLAN") DESIGNED TO
MEET THE REQUIREMENTS OF RULE 12B-1 UNDER THE 1940 ACT. The Plan provides
that the Fund will pay a monthly distribution fee to the Principal
Underwriter in an amount equal to the aggregate of (a) .50% of that
portion of the Fund's average daily net assets for any fiscal year which
is attributable to shares of the Fund which have remained outstanding for
less than one year and (b) .25% of that portion of the Fund's average
daily net assets for any fiscal year which is attributable to shares of
the Fund which have remained outstanding for more than one year.
Aggregate payments to the Principal Underwriter under the Plan are limited
to those permissible pursuant to a rule of the National Association of
Securities Dealers, Inc.

The Plan also provides that the Fund will pay a quarterly service
fee to the Principal Underwriter in an amount equal on an annual basis to
.25% of that portion of the Fund's average daily net assets for any fiscal
year which is attributable to shares of the Fund which have remained
outstanding for more than one year; from such service fee the Principal
Underwriter expects to pay a quarterly service fee to a financial services
firm (an "Authorized Firm"), as compensation for providing personal

15
<PAGE>

services and/or the maintenance of shareholder accounts, with respect to
shares sold by Authorized Firms which have remained outstanding for more
than one year. The Trustees of the Trust have implemented the Plan by
authorizing the Fund to make quarterly service fee payments to the
Principal Underwriter not to exceed on an annual basis .25% of that
portion of the Fund's average daily net assets for any fiscal year which
is attributable to shares of the Fund which have remained outstanding for
more than one year. Service fee payments by the Principal Underwriter to
Authorized Firms will be in addition to sales charges on Fund shares which
are reallowed to Authorized Firms. To the extent that the entire amount
of such service fee payments are not paid to Authorized Firms, the balance
will serve as compensation for personal and account maintenance services
furnished by the Principal Underwriter. The Principal Underwriter may
realize a profit from these arrangements. If the Plan is terminated or
not continued in effect, the Fund has no obligation to reimburse the
Principal Underwriter for amounts expended by the Principal Underwriter in
distributing shares of the Fund. The Fund expects to begin making service
fee payments during the quarter ending September 30, 1996.

Valuing Fund Shares
-------------------------------------------------------------------------

Authorized Firms must communicate an investor's order to the
Principal Underwriter prior to the close of the Principal Underwriter's
business day to receive that day's net asset value per share and the
public offering price based thereon. It is the Authorized Firms'
responsibility to transmit orders promptly to the Principal Underwriter,
which is a wholly-owned subsidiary of Eaton Vance.

16
<PAGE>

SHAREHOLDERS MAY DETERMINE THE VALUE OF THEIR INVESTMENT BY MULTIPLYING
THE NUMBER OF FUND SHARES OWNED BY THE CURRENT NET ASSET VALUE PER
SHARE.

How to Buy Fund Shares
-----------------------------------------------------------------------

Shares of the Fund may be purchased for cash or may be acquired in
exchange for securities. Investors may purchase shares of the Fund
through Authorized Firms at the effective public offering price, which
price is based on the effective net asset value per share plus the
applicable sales charge. The Fund receives the net asset value, while the
sales charge is divided between the Authorized Firm and the Principal
Underwriter. The Principal Underwriter will furnish the names of
Authorized Firms to an investor upon request. The Fund may suspend the
offering of shares at any time and may refuse an order for the purchase of
shares.

The sales charge may vary depending on the size of the purchase
and the number of shares of Eaton Vance funds the investor may already
own, any arrangement to purchase additional shares during a 13-month
period or special purchase programs. Complete details of how investors
may purchase shares at reduced sales charges under a Statement of
Intention, Right of Accumulation, or various employee benefit plans are
available from Authorized Firms or the Principal Underwriter.

The current sales charges are:

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Sales Charge Sales Charge Dealer Discount
as Percentage of as Percentage of as Percentage of
Amount of Purchase Amount Invested Offering Price Offering Price
------------------ ------------------ ---------------- ----------------
Less than $100,000 . 4.99% 4.75% 4.00%
$100,000 but less
than $250,000 . . . . 3.90 3.75 3.15
$250,000 but less
than $400,000 . . . . 2.83 2.75 2.30
$500,000 but less
than $1,000,000 . . . 2.04 2.00 1.70
$1,000,000 or more . 0* 0* 0**

</TABLE>

* No sales charge is payable at the time of purchase on investments of $1
million or more. A contingent deferred sales charge ("CDSC") of 1%
will be imposed on such investments, as described below, in the event
of certain redemption transactions within 18 months of purchase. The
CDSC will be waived on redemptions by employee retirement plans
organized under the Internal Revenue Code relating to distributions to

17
<PAGE>

plan participants or beneficiaries upon retirement, disability or
death.

** The Principal Underwriter may pay a commission to Authorized
Firms who initiate and are responsible for purchases of $1
million or more as follows: 1.00% on sales up to $2 million,
plus .80% on the next $1 million, .20% on the next $2 million and
.08% on the excess over $5 million.

The Principal Underwriter may at times allow discounts up to the
full sales charge. During periods when the discount includes the full
sales charge, Authorized Firms may be deemed to be underwriters as that
term is defined in the Securities Act of 1933. The Principal Underwriter
may, from time to time, at its own expense, provide additional incentives
to Authorized Firms which employ registered representatives who sell a
minimum dollar amount of the Fund's shares and/or shares of other funds
distributed by the Principal Underwriter. In some instances, such
additional incentives may be offered only to certain Authorized Firms
whose representatives are expected to sell significant amounts of shares.

An initial investment in the Fund must be at least $1,000. Once
an account has been established the investor may send investments of $50
or more at any time directly to the Fund's Transfer Agent (the "Transfer
Agent") as follows: The Shareholder Services Group, Inc., BOS725, P.O.
Box 1559, Boston, MA 02104. The $1,000 minimum initial investment is
waived for Bank Automated Investing accounts, which may be established
with an investment of $50 or more. See "Eaton Vance Shareholder
Services."

Shares of the Fund may be sold at net asset value to current and
retired Directors and Trustees of Eaton Vance funds, including the
Portfolio; to officers and employees and clients of Eaton Vance and its
affiliates; to registered representatives and employees of Authorized
Firms; to bank employees who refer customers to registered representatives
of Authorized Firms; and to such persons' spouses and children under the
age of 21 and their beneficial accounts. Shares may also be issued at net
asset value (1) in connection with the merger of an investment company
with the Fund, (2) to investors making an investment as part of a fixed
fee program whereby an entity unaffiliated with Eaton Vance provides
multiple investment services, such as management, brokerage and custody,
and (3) where the amount invested represents redemption proceeds from a
mutual fund unaffiliated with Eaton Vance, if the redemption occurred no
more than 60 days prior to the purchase of Fund shares and the redeemed
shares were subject to a sales charge.

No initial sales charge and no contingent deferred sales charge
will be payable or imposed with respect to shares of the Fund purchased by
retirement plans qualified under Section 401, 403(b) or 457 of the
Internal Revenue Code ("Eligible Plans"). In order to purchase shares
without a sales charge, the plan sponsor of an Eligible Plan must notify
the Transfer Agent of the Fund of its status as an Eligible Plan.
Participant accounting services (including trust fund reconciliation
services) will be offered only through third party record-keepers and not

18
<PAGE>

by EVD. The Fund's Principal Underwriter may pay commissions to
Authorized Firms who initiate and are responsible for purchases of shares
of the Fund by Eligible Plans of up to 1.00% of the amount invested in
such shares.

ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow
agent, will receive securities acceptable to Eaton Vance, as Manager, in
exchange for Fund shares at the applicable public offering price as shown
above. The minimum value of securities (or securities and cash) accepted
for deposit is $5,000. Securities accepted will be sold by IBT as agent
for the account of their owner on the day of their receipt by IBT or as
soon thereafter as possible. The number of Fund shares to be issued in
exchange for securities will be the aggregate proceeds from the sale of
such securities, divided by the applicable public offering price per Fund
share on the day such proceeds are received. Eaton Vance will use
reasonable efforts to obtain the then current market price for such
securities, but does not guarantee the best price available. Eaton Vance
will absorb any transaction costs, such as commissions, on the sale of the
securities.

IN THE CASE OF BOOK ENTRY:

Deliver through Depository Trust Co.
Broker #2212
Investors Bank & Trust Company
For A/C EV Traditional Information Age Fund

IN THE CASE OF PHYSICAL DELIVERY:

Investors Bank & Trust Company
Attention: EV Traditional Information Age Fund
Physical Securities Processing Settlement Area
89 South Street
Boston, MA 02111

IF YOU DON'T HAVE AN AUTHORIZED FIRM, EATON VANCE CAN RECOMMEND ONE.

How to Redeem Fund Shares

19
<PAGE>

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

A SHAREHOLDER MAY REDEEM FUND SHARES BY DELIVERING TO THE SHAREHOLDER
SERVICES GROUP, INC., BOS725, P.O. BOX 1559, BOSTON, MA 02104, during its
business hours a written request for redemption in good order, plus any
share certificates with executed stock powers. The redemption price will
be based on the net asset value per Fund share next computed after such
delivery. Good order means that all relevant documents must be endorsed
by the record owner(s) exactly as the shares are registered and the
signature(s) must be guaranteed by a member of either the Securities
Transfer Association's STAMP program or the New York Stock Exchange's
Medallion Signature Program, or certain banks, savings and loan
institutions, credit unions, securities dealers, securities exchanges,
clearing agencies and registered securities associations as required by a
regulation of the Securities and Exchange Commission and acceptable to The
Shareholder Services Group, Inc. In addition, in some cases, good order
may require the furnishing of additional documents such as where shares
are registered in the name of a corporation, partnership or fiduciary.

Within seven days after receipt of a redemption request in good
order by The Shareholder Services Group, Inc., the Fund will make payment
in cash for the net asset value of the shares as of the date determined
above and reduced by the amount of any Federal income tax required to be
withheld. Although the Fund normally expects to make payment in cash for
redeemed shares, the Trust, subject to compliance with applicable
regulations, has reserved the right to pay the redemption price of shares
of the Fund, either totally or partially, by a distribution in kind of
readily marketable securities withdrawn by the Fund from the Portfolio.
The securities so distributed would be valued pursuant to the Portfolio's
valuation procedures. If a shareholder received a distribution in kind,
the shareholder could incur brokerage or other charges in converting the
securities to cash.

20
<PAGE>

being subject to this policy. However, no such redemption would be
required by the Fund if the cause of the low account balance was a
reduction in the net asset value of Fund shares.

CONTINGENT DEFERRED SALES CHARGE. If shares have been purchased
at net asset value with no initial sale charge by virtue of the purchase
having been in the amount of $1 million or more and are redeemed within 18
months after the end of the calendar month in which the purchase was made,
a CDSC of 1% will be imposed on such redemption. The CDSC will be
retained by the Principal Underwriter. The CDSC will be imposed on an
amount equal to the lesser of the current market value or the original
purchase price of the shares redeemed. Accordingly, no CDSC will be
imposed on increases in account value above the initial purchase price,
including any distributions that have been reinvested in additional
shares. In determining whether a CDSC is applicable to a redemption, the
calculation will be made in a manner that results in the lowest possible
rate being charged. Accordingly, it will be assumed that redemptions are
made first from any shares in the shareholder's account that are not
subject to a CDSC. The CDSC is waived for redemptions involving certain
liquidation, merger or acquisition transactions involving other investment
companies. If a shareholder reinvests redemption proceeds within the 60-
day period and in accordance with the conditions set forth under "Eaton
Vance Shareholder Services -- Reinvestment Privilege," the shareholder's
account will be credited with the amount of any CDSC paid on such redeemed
shares.

Reports to Shareholders
----------------------------------------------------------------------

The Lifetime Investing Account/Distribution Options
---------------------------------------------------------------------

21
<PAGE>

Share Option -- Dividends and capital gains will be reinvested in
additional shares.

Income Option -- Dividends will be paid in cash, and capital
gains will be reinvested in additional shares.

Cash Option -- Dividends and capital gains will be paid in cash.

The Share Option will be assigned if no other option is
specified. Distributions, including those reinvested, will be reduced by
any withholding required under Federal income tax laws.

DISTRIBUTION INVESTMENT OPTION. In addition to the distribution
options set forth above, dividends and/or capital gains may be invested in
additional shares of another Eaton Vance fund. Before selecting this
option, a shareholder should obtain a prospectus of the other Eaton Vance
fund and consider its objectives and policies carefully.

"STREET NAME" ACCOUNTS. If shares of the Fund are held in a
"street name" account with an Authorized Firm, all recordkeeping,
transaction processing and payments of distributions relating to the
beneficial owner's account will be performed by the Authorized Firm, and
not by the Fund and its Transfer Agent. Since the Fund will have no
record of the beneficial owner's transactions, a beneficial owner should
contact the Authorized Firm to purchase, redeem or exchange shares, to
make changes in or give instructions concerning the account, or to obtain
information about the account. The transfer of shares in a "street name"
account to an account with another dealer or to an account directly with
the Fund involves special procedures and will require the beneficial owner
to obtain historical purchase information about the shares in the account
from the Authorized Firm. Before establishing a "street name" account
with an investment firm, or transferring the account to another investment
firm, an investor wishing to reinvest distributions should determine

22
<PAGE>

whether the firm which will hold the shares allows reinvestment of
distributions in "street name" accounts.

UNDER A LIFETIME INVESTING ACCOUNT A SHAREHOLDER CAN MAKE ADDITIONAL
INVESTMENTS IN SHARES BY SENDING A CHECK FOR $50 OR MORE.

The Eaton Vance Exchange Privilege

Shares of the Fund currently may be exchanged for shares of any of the
following funds: Eaton Vance Cash Management Fund, Eaton Vance Income
Fund of Boston, Eaton Vance Municipal Bond Fund L.P., Eaton Vance Tax Free
Reserves and any fund in the Eaton Vance Traditional Group of Funds, on
the basis of the net asset value per share of each fund at the time of the
exchange, provided that such exchange offers are available only in states
where shares of the fund being acquired may be legally sold.

Shares of the Fund which are subject to a CDSC may be exchanged
into any of the above funds without incurring the CDSC. The shares
acquired in an exchange may be subject to a CDSC upon redemption. For
purposes of computing the CDSC payable upon the redemption of shares
acquired in an exchange, the holding period of the original shares is
added to the holding period of the shares acquired in the exchange.

Shares of certain other funds for which Eaton Vance acts as
investment adviser or administrator may be exchanged for Fund shares on
the basis of the net asset value per share of each fund at the time of the
exchange (plus, in the case of an exchange made within six months of the
date of purchase, an amount equal to the difference, if any, between the
sales charge previously paid on the shares being exchanged and the sales
charge payable on the Fund shares being acquired). Any such exchange is

23
<PAGE>

subject to any restrictions or qualifications set forth in the current
prospectus of any such fund.

Telephone exchanges are accepted by The Shareholders Services
Group, Inc. provided that the investor has not disclaimed in writing the
use of the privilege. To effect such exchanges, call The Shareholder
Services Group, Inc. at 800-262-1122 or, within Massachusetts, 617-573-
9403, Monday through Friday, 9:00 a.m. to 4:00 p.m. (Eastern Standard
Time). Shares acquired by telephone exchange must be registered in the
same name(s) and with the same address as the shares being exchanged.
Neither the Fund, the Principal Underwriter nor The Shareholder Services
Group, Inc. will be responsible for the authenticity of exchange
instructions received by telephone, provided that reasonable procedures to
confirm that instructions communicated are genuine have been followed.
Telephone instructions will be tape recorded. In times of drastic
economic or market changes, a telephone exchange may be difficult to
implement. An exchange may result in a taxable gain or loss.

Eaton Vance Shareholder Services
-----------------------------------------------------------------------

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000
minimum investment has been made, checks of $50 or more payable to the
order of EV Traditional Information Age Fund may be mailed directly to The
Shareholder Services Group, Inc. BOS725, P.O. Box 1559, Boston, MA 02104
at any time -- whether or not distributions are reinvested. The name of
the shareholder, the Fund and the account number should accompany each
investment.

STATEMENT OF INTENTION: Purchases of $100,000 or more made over a 13-
month period are eligible for reduced sales charges. See "Statement of
Intention and Escrow Agreement."

RIGHT OF ACCUMULATION: Purchases may qualify for reduced sales charges
when the current market value of holdings (shares at current offering
price), plus new purchases, reaches $100,000 or more. Shares of the Eaton
Vance funds mentioned under "The Eaton Vance Exchange Privilege" may be
combined under the Statement of Intention and Right of Accumulation.

24
<PAGE>

WITHDRAWAL PLAN: A shareholder may draw on shareholdings systematically
with monthly or quarterly checks in an amount specified by the
shareholder. A minimum deposit of $5,000 in shares is required. The
maintenance of a withdrawal plan concurrently with purchases of additional
shares would be disadvantageous because of the sales charge included in
such purchases.

REINVESTMENT PRIVILEGE: A SHAREHOLDER WHO HAS REPURCHASED OR REDEEMED
SHARES MAY REINVEST AT NET ASSET VALUE 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, or, provided that the shares repurchased or redeemed
have been held for at least 60 days, in shares of any of the other funds
offered by the Principal Underwriter subject to an initial sales charge,
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 net asset value next determined following timely receipt of a
written purchase order by the Principal Underwriter or by the fund whose
shares are to be purchased (or by such fund's transfer agent). The
privilege is also available to holders of shares of the other funds
offered by the Principal Underwriter subject to an initial sales charge
who wish to reinvest such redemption or repurchase proceeds in shares of
the Fund. If a shareholder reinvests redemption proceeds within the 60-
day period, the shareholder's account will be credited with the amount of
any CDSC paid on such redeemed shares. 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. Special rules may apply to the computation of gain or loss
and to the deduction of loss on a repurchase or redemption followed by a
reinvestment. See "Distributions and Taxes." Shareholders should consult
their tax advisers concerning the tax consequences of reinvestments.

TAX-SHELTERED RETIREMENT PLANS: Shares of the Fund are available for
purchase in connection with the following tax-sheltered retirement plans:

--- Pension and Profit Sharing Plans for self-employed
individuals, corporations and nonprofit organizations;
--- Individual Retirement Account Plans for individuals and their
non-employed spouses; and
--- 403(b) Retirement Plans for employees of public school
systems, hospitals, colleges and other nonprofit
organizations meeting certain requirements of the Internal
Revenue Code of 1986, as amended (the "Code").

25
<PAGE>

establishing a plan. Under all plans, dividends and distributions will be
automatically reinvested in additional shares.

Distributions and Taxes
-----------------------------------------------------------------------

Distributions. The Fund's present policy is to make (A) at least one
distribution annually (normally in December) of all or substantially all
of the investment income allocated to the Fund by the Portfolio, less the
Fund's direct and allocated expenses and (B) at least one distribution
annually of all or substantially all of the net realized capital gains (if
any) allocated to the Fund by the Portfolio (reduced by any available
capital loss carryforwards from prior years).

Shareholders may reinvest all distributions in shares of the Fund
without a sales charge at the net asset value per share as of the close of
business on the record date.

The Fund's net investment income consists of the Fund's allocated
share of the net investment income of the Portfolio, less all actual and
accrued expenses of the Fund determined in accordance with generally
accepted accounting principles. The Portfolio's net investment income
consists of all income accrued on the Portfolio's assets, less all actual
and accrued expenses of the Portfolio determined in accordance with
generally accepted accounting principles. The Fund's net realized capital
gains, if any, consist of the net realized capital gains (if any)
allocated to the Fund by the Portfolio for tax purposes, after taking into
account any available capital loss carryovers.

Taxes. Distributions by the Fund which are derived from the Fund's
allocated share of the Portfolio's net investment income, net short-term
capital gains and certain foreign exchange gains are taxable to
shareholders as ordinary income, whether received in cash or reinvested in
additional shares of the Fund. The Fund's distributions will generally
not qualify for the dividends-received deduction for corporate
shareholders.

26
<PAGE>

Sales charges paid upon a purchase of shares of the Fund cannot
be taken into account for purposes of determining gain or loss on a
redemption or exchange of the shares before the 91st day after their
purchase to the extent shares of the Fund or of another fund are
subsequently acquired pursuant to the Fund's reinvestment or exchange
privilege. Any disregarded amounts will result in an adjustment to the
shareholder's tax basis in some or all of any other shares acquired.

Income realized by the Portfolio from certain investments and
allocated to the Fund may be subject to foreign income taxes, and the Fund
may make an election under Section 853 of the Code that would allow
shareholders to claim a credit or deduction on their Federal income tax
returns for (and treat as additional amounts distributed to them) their
pro rata portion of the Fund's allocated share of qualified taxes paid by
the Portfolio to foreign countries. This election may be made only if
more than 50% of the assets of the Fund, including its allocable share of
the Portfolio's assets, at the close of a taxable year consists of
securities in foreign corporations. The Fund will send a written notice
of any such election (not later than 60 days after the close of its
taxable year) to each shareholder indicating the amount to be treated as
the proportionate share of such taxes. The availability of foreign tax
credits or deductions for shareholders is subject to certain additional
restrictions and limitations.

Performance Information
-------------------------------------------------------------------------

27
<PAGE>

FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS AVERAGE ANNUAL TOTAL RETURN.
The Fund's average annual total return is determined by multiplying a
hypothetical initial purchase order of $1,000 by the average annual
compounded rate of return (including capital appreciation/depreciation,
and dividends and distributions paid and reinvested) for the stated period
and annualizing the result. The average annual total return calculation
assumes the maximum sales charge is deducted from the initial $1,000
purchase order and that all dividends and distributions are reinvested at
net asset value on the reinvestment dates during the period. The Fund may
also publish annual and cumulative total return figures from time to time.
The Fund may use such total return figures, together with comparisons with
the Consumer Price Index, various domestic and foreign securities indices
and performance studies prepared by independent organizations, in
advertisements and in information furnished to present or prospective
shareholders.

The Fund may also furnish total return calculations based on
investments at various sales charge levels or at net asset value. Any
performance data which is based on the Fund's net asset value per share
would be reduced if a sales charge were taken into account.

Investors should note that the investment results of the Fund
will fluctuate over time, and any presentation of the Fund's total return
for any prior period should not be considered a representation of what an
investment may earn or what the Fund's total return may be in any future
period. The Fund's investment results are based on many factors,
including market conditions, the composition of the security holdings of
the Portfolio and the operating expenses of the Fund and the Portfolio.
Investment results also often reflect the risks associated with the
particular investment objective and policies of the Fund and the
Portfolio. Among others, these factors should be considered when
comparing the Fund's investment results to those of other mutual funds and
other investment vehicles. If the expenses related to the operation of
the Fund or the Portfolio are allocated to Eaton Vance, the Fund's
performance will be higher.

Statement of Intention and Escrow Agreement
-----------------------------------------------------------------------

TERMS OF ESCROW. If the investor, on an application, makes a Statement of
Intention to invest a specified amount over a thirteen-month period, then
out of the initial purchase (or subsequent purchases if necessary) 5% of
the dollar amount specified on the application shall be held in escrow by
the escrow agent in the form of shares (computed to the nearest full share
at the public offering price applicable to the initial purchase hereunder)
registered in the investor's name. All income dividends and capital gains
distributions on escrowed shares will be paid to the investor or to the
investor's order.

When the minimum investment so specified is completed, the
escrowed shares will be delivered to the investor. If the investor has an
accumulation account the shares will remain on deposit under the
investor's account.

28
<PAGE>

If total purchases under this Statement of Intention are less
than the amount specified, the investor will promptly remit to EVD any
difference between the sales charge on the amount specified and on the
amount actually purchased. If the investor does not within 20 days after
written request by EVD or the Authorized Firm pay such difference in sales
charge, the escrow agent will redeem an appropriate number of the escrowed
shares in order to realize such difference. Full shares remaining after
any such redemption together with any excess cash proceeds of the shares
so redeemed will be delivered to the investor or to the investor's order
by the escrow agent.

In signing the application, the investor irrevocably constitutes
and appoints the escrow agent the investor's attorney to surrender for
redemption any or all escrowed shares with full power of substitution in
the premises.

PROVISION FOR RETROACTIVE PRICE ADJUSTMENT. If total purchases made under
this Statement are large enough to qualify for a lower sales charge than
that applicable to the amount specified, all transactions will be computed
at the expiration date of the Statement to give effect to the lower
charge. Any difference in sales charge will be refunded to the investor
in cash, or applied to the purchase of additional shares at the lower
charge if specified by the investor. This refund will be made by the
Authorized Firm and by EVD. If at the time of the recomputation a firm
other than the original firm is placing the orders, the adjustment will be
made only on those shares purchased through the firm then handling the
account.

29
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
SPONSOR AND MANAGER OF EV TRADITIONAL
INFORMATION AGE FUND
Administrator of Information Age
Portfolio
Eaton Vance Management
24 Federal Street
Boston, MA 02110
EV TRADITIONAL
CO-ADVISER OF INFORMATION AGE PORTFOLIO INFORMATION AGE FUND
Boston Management and Research
24 Federal Street
Boston, MA 02110

CO-ADVISER OF INFORMATION AGE PORTFOLIO
Lloyd George Investment Management
(Bermuda) Limited
3808 One Exchange Square
Central, Hong Kong

PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(800) 225-6265

CUSTODIAN
Investors Bank & Trust Company
24 Federal Street
Boston, MA 02110

TRANSFER AGENT
The Shareholder Services Group, Inc. PROSPECTUS
BOS725 AUGUST 23, 1995
P.O. Box 1559
Boston, MA 02104
(800) 262-1122

AUDITORS
Deloitte & Touche LLP
125 Summer Street
Boston, MA 02110

EV Traditional Information Age Fund
24 Federal Street
Boston, MA 02110

</TABLE>
<PAGE>

Part B
Information Required in a Statement of Additional Information
STATEMENT OF
ADDITIONAL INFORMATION
August 23, 1995

EV MARATHON INFORMATION AGE FUND
24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265

This Statement of Additional Information consists of two parts. Part I
provides information about EV Marathon Information Age Fund (the "Fund")
and certain other series of Eaton Vance Growth Trust (the "Trust"). Part
II provides information solely about the Fund. As described in the
Prospectus, the Fund invests its assets in Information Age Portfolio (the
"Portfolio"), a separate registered investment company with the same
investment objective and policies as the Fund. Where appropriate, Part I
includes cross-references to the relevant sections of Part II.

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

Table of Contents
Part I
Page
----
Additional Information About Investment Policies . . . . . . . . . . . 2
Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . 8
Trustees and Officers . . . . . . . . . . . . . . . . . . . . . . . . . 10
Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . 14
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Service for Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . 17
Determination of Net Asset Value . . . . . . . . . . . . . . . . . . . 18
Investment Performance . . . . . . . . . . . . . . . . . . . . . . . . 19
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Portfolio Security Transactions . . . . . . . . . . . . . . . . . . . . 23
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Independent Certified Public Accountants . . . . . . . . . . . . . . . 26
Part II
Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . a-1
Principal Underwriter . . . . . . . . . . . . . . . . . . . . . . . . a-2
Distribution Plan . . . . . . . . . . . . . . . . . . . . . . . . . . a-2
Control Persons and Principal Holders of Securities . . . . . . . . . a-5
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . a-6

--------------------------------------------------------------------------
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND
IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED
OR ACCOMPANIED BY THE FUND'S PROSPECTUS DATED AUGUST 23, 1995, AS
SUPPLEMENTED FROM TIME TO TIME. THIS STATEMENT OF ADDITIONAL INFORMATION
SHOULD BE READ IN CONJUNCTION WITH SUCH PROSPECTUS, A COPY OF WHICH MAY BE
OBTAINED WITHOUT CHARGE BY CONTACTING EATON VANCE DISTRIBUTORS, INC. (THE
"PRINCIPAL UNDERWRITER") (SEE BACK COVER FOR ADDRESS AND PHONE NUMBER).
<PAGE>

Part B
Information Required in a Statement of Additional Information
STATEMENT OF
ADDITIONAL INFORMATION
August 23, 1995

EV TRADITIONAL INFORMATION AGE FUND
24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265

This Statement of Additional Information consists of two parts.
Part I provides information about EV Traditional Information Age Fund (the
"Fund") and certain other series of Eaton Vance Growth Trust (the
"Trust"). Part II provides information solely about the Fund. As
described in the Prospectus, the Fund invests its assets in Information
Age Portfolio (the "Portfolio"), a separate registered investment company
with the same investment objective and policies as the Fund. Where
appropriate, Part I includes cross-references to the relevant sections of
Part II.
--------------------------------------------------------------------------

Table of Contents
Part I
Page
Additional Information About Investment Policies . . . . . . . . . . . 2
Investment Restrictions . . . . . . . . . . . . . . . . . . . . . . . . 8
Trustees and Officers . . . . . . . . . . . . . . . . . . . . . . . . . 10
Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . 14
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Service for Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . 17
Determination of Net Asset Value . . . . . . . . . . . . . . . . . . . 18
Investment Performance . . . . . . . . . . . . . . . . . . . . . . . . 19
Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Portfolio Security Transactions . . . . . . . . . . . . . . . . . . . . 23
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Independent Certified Public Accountants . . . . . . . . . . . . . . . 26
Part II
Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . a-1
Services for Accumulation . . . . . . . . . . . . . . . . . . . . . . a-2
Principal Underwriter . . . . . . . . . . . . . . . . . . . . . . . . a-3
Distribution Plan . . . . . . . . . . . . . . . . . . . . . . . . . . a-4
Additional Tax Matters . . . . . . . . . . . . . . . . . . . . . . . a-5
Control Persons and Principal Holders of Securities . . . . . . . . . a-5
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . a-6
--------------------------------------------------------------------------
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND
IS AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED
OR ACCOMPANIED BY THE FUND'S PROSPECTUS DATED AUGUST 23, 1995, AS
SUPPLEMENTED FROM TIME TO TIME. THIS STATEMENT OF ADDITIONAL INFORMATION
SHOULD BE READ IN CONJUNCTION WITH SUCH PROSPECTUS, A COPY OF WHICH MAY BE
OBTAINED WITHOUT CHARGE BY CONTACTING EATON VANCE DISTRIBUTORS, INC. (THE
"PRINCIPAL UNDERWRITER") (SEE BACK COVER FOR ADDRESS AND PHONE NUMBER).
<PAGE>

Statement of Additional Information

Part I

This Part I provides information about the Fund and certain other
series of the Trust.

ADDITIONAL INFORMATION ABOUT INVESTMENT POLICIES

FOREIGN INVESTMENTS. Investing in securities issued by companies whose
principal business activities are outside the United States may involve
significant risks not present in domestic investments. For example, there
is generally less publicly available information about foreign companies,
particularly those not subject to the disclosure and reporting
requirements of the U.S. securities laws. Foreign issuers are generally
not bound by uniform accounting, auditing, and financial reporting
requirements and standards of practice comparable to those applicable to
domestic issuers. Investments in foreign securities also involve the risk
of possible adverse changes in investment or exchange control regulations,
expropriation or confiscatory taxation, limitation on the removal of funds
or other assets of the Portfolio, political or financial instability or
diplomatic and other developments which could affect such investments.
Further, economies of particular countries or areas of the world may
differ favorably or unfavorably from the economy of the United States. It
is anticipated that in most cases the best available market for foreign
securities will be on exchanges or in over-the-counter markets located
outside of the United States. Foreign stock markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. companies. In addition, foreign brokerage
commissions are generally higher than commissions on securities traded in
the United States and may be non-negotiable. In general, there is less
overall governmental supervision and regulation of foreign securities
markets, broker-dealers, and issuers than in the United States.

FOREIGN CURRENCY TRANSACTIONS. Because investments in companies whose
principal business activities are located outside of the United States
will frequently involve currencies of foreign countries, and because
assets of the Portfolio may temporarily be held in bank deposits in
foreign currencies during the completion of investment programs, the value
of the assets of the Portfolio as measured in U.S. dollars may be affected
favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations. Currency exchange rates can also be
affected unpredictably by intervention by U.S. or foreign governments or
central banks, or the failure to intervene, or by currency controls or
political developments in the U.S. or abroad. The Portfolio may conduct
its foreign currency exchange transactions on a spot (i.e., cash) basis at
the spot rate prevailing in the foreign currency exchange market or
through entering into swaps, forward contracts, options or futures on
currency. On spot transactions, foreign exchange dealers do not charge a
fee for conversion, but they do realize a profit based on the difference
(the "spread") between the prices at which they are buying and selling
various currencies. Thus, a dealer may offer to sell a foreign currency
<PAGE>

to the Portfolio at one rate, while offering a lesser rate of exchange
should the Portfolio desire to resell that currency to the dealer.

EMERGING COMPANIES. The investment risk associated with emerging
companies is higher than that normally associated with larger, older
companies due to the greater business risks associated with small size,
the relative age of the company, limited product lines, distribution
channels and financial and managerial resources. Further, there is
typically less publicly available information concerning smaller companies
than for larger, more established ones. The securities of small companies
are often traded only over-the-counter and may not be traded in the
volumes typical of trading on a national securities exchange. As a
result, in order to sell this type of holding, the Portfolio may need to
discount the securities from recent prices or dispose of the securities
over a long period of time. The prices of this type of security may be
more volatile than those of larger companies which are often traded on a
national securities exchange.

CURRENCY SWAPS. Currency swaps require maintenance of a segregated
account described under "Asset Coverage for Derivative Investments" below.
The Portfolio will not enter into any currency swap unless the credit
quality of the unsecured senior debt or the claims-paying ability of the
other party thereto is considered to be investment grade by Lloyd George
Investment Management (Bermuda) Limited ("Lloyd George" or an "Adviser").
If there is a default by the other party to such a transaction, the
Portfolio will have contractual remedies pursuant to the agreements
related to the transaction. The swap market has grown substantially in
recent years with a large number of banks and investment banking firms
acting both as principals and as agents utilizing standardized swap
documentation. As a result, the swap market has become relatively liquid
in comparison with the markets for other similar instruments which are
traded in the interbank market.

FORWARD FOREIGN CURRENCY EXCHANGE TRANSACTIONS. The Portfolio may enter
into forward foreign currency exchange contracts in several circumstances.
First, when the Portfolio enters into a contract for the purchase or sale
of a security denominated in a foreign currency, or when the Portfolio
anticipates the receipt in a foreign currency of dividend or interest
payments on such a security which it holds, the Portfolio may desire to
"lock in" the U.S. dollar price of the security or the U.S. dollar
equivalent of such dividend or interest payment, as the case may be. By
entering into a forward contract for the purchase or sale, for a fixed
amount of dollars, of the amount of foreign currency involved in the
underlying transactions, the Portfolio will attempt to protect itself
against an adverse change in the relationship between the U.S. dollar and
the subject foreign currency during the period between the date on which
the security is purchased or sold, or on which the dividend or interest
payment is declared, and the date on which such payments are made or
received.

- 2 -
<PAGE>

Additionally, when management of the Portfolio believes that the
currency of a particular foreign country may suffer a substantial decline
against the U.S. dollar, it may enter into a forward contract to sell, for
a fixed amount of dollars, the amount of foreign currency approximating
the value of some or all of the securities held by the Portfolio
denominated in such foreign currency. The precise matching of the forward
contract amounts and the value of the securities involved will not
generally be possible because the future value of such securities in
foreign currencies will change as a consequence of market movements in the
value of those securities between the date on which the contract is
entered into and the date it matures. The precise projection of short-
term currency market movements is not possible, and short-term hedging
provides a means of fixing the dollar value of only a portion of the
Portfolio's foreign assets.

SPECIAL RISKS ASSOCIATED WITH CURRENCY TRANSACTIONS. Transactions in
forward contracts, as well as futures and options on foreign currencies,
are subject to the risk of governmental actions affecting trading in or
the prices of currencies underlying such contracts, which could restrict
or eliminate trading and could have a substantial adverse effect on the
value of positions held by the Portfolio. In addition, the value of such
positions could be adversely affected by a number of other complex
political and economic factors applicable to the countries issuing the
underlying currencies.

Furthermore, unlike trading in most other types of instruments,
there is no systematic reporting of last sale information with respect to
the foreign currencies underlying forward contracts, futures contracts and
options. As a result, the available information on which the Portfolio's
trading systems will be based may not be as complete as the comparable
data on which the Portfolio makes investment and trading decisions in
connection with securities and other transactions. Moreover, because the
foreign currency market is a global, twenty-four hour market, events could
occur on that market which will not be reflected in the forward, futures
or options markets until the following day, thereby preventing the
Portfolio form responding to such events in a timely manner.

Settlements of over-the-counter forward contracts or of the
exercise of foreign currency options generally must occur within the
country issuing the underlying currency, which in turn requires parties to
such contracts to accept or make delivery of such currencies in conformity
with any United States or foreign restrictions and regulations regarding
the maintenance of foreign banking relationships, fees, taxes or other
charges.

Unlike currency futures contracts and exchange-traded options,
options on foreign currencies and forward contracts are not traded on
contract markets regulated by the Commodity Futures Trading Commission
("CFTC") or (with the exception of certain foreign currency options) the
Securities and Exchange Commission ("Commission"). To the contrary, such
instruments are traded through financial institutions acting as market-

- 3 -
<PAGE>

makers. (Foreign currency options are also traded on the Philadelphia
Stock Exchange subject to Commission regulation). In an over-the-counter
trading environment, many of the protections associated with transactions
on exchanges will not be available. For example, there are no daily price
fluctuation limits, and adverse market movements could therefore continue
to an unlimited extent over a period of time. Although the purchaser of
an option cannot lose more than the amount of the premium plus related
transaction costs, this entire amount could be lost. Moreover, an option
writer could lose amounts substantially in excess of its initial
investment due to the margin and collateral requirements associated with
such option positions. Similarly, there is no limit on the amount of
potential losses on forward contracts to which the Portfolio is a party.

In addition, over-the-counter transactions can only be entered
into with a financial institution willing to take the opposite side, as
principal, of the Portfolio's position unless the institution acts as
broker and is able to find another counterparty willing to enter into the
transaction with the Portfolio. Where no such counterparty is available,
it will not be possible to enter into a desired transaction. There also
may be no liquid secondary market in the trading of over-the-counter
contacts, and the Portfolio may be unable to close out options purchased
or written, or forward contracts entered into, until their exercise,
expiration or maturity. This in turn could limit the Portfolio's ability
to realize profits or to reduce losses on open positions and could result
in greater losses.

Furthermore, over-the-counter transactions are not backed by the
guarantee of an exchange's clearing corporation. The Portfolio will
therefore be subject to the risk of default by, or the bankruptcy of, the
financial institution serving as its counterparty. One or more of such
institutions also may decide to discontinue its role as market-maker in a
particular currency, thereby restricting the Portfolio's ability to enter
into desired hedging transactions. The Portfolio will enter into over-
the-counter transactions only with parties whose creditworthiness has been
reviewed and found satisfactory by an Adviser.

The purchase and sale of exchange-traded foreign currency
options, however, are subject to the risks of the availability of a liquid
secondary market described above, as well as the risks regarding adverse
market movements, margining of options written, the nature of the foreign
currency market, possible intervention by governmental authorities and the
effect of other political and economic events. In addition, exchange-
traded options on foreign currencies involve certain risks not presented
by the over-the-counter market. For example, exercise and settlement of
such options must be made exclusively through the Options Clearing
Corporation ("OCC"), which has established banking relationships in
applicable foreign countries for this purpose. As a result, the OCC may,
if it determines that foreign governmental restrictions or taxes would
prevent the orderly settlement of foreign currency option exercises, or
would result in undue burdens on the OCC or its clearing member, impose
special procedures for exercise and settlement, such as technical changes

- 4 -
<PAGE>

in the mechanics of delivery of currency, the fixing of dollar settlement
prices or prohibitions on exercise.

RISKS ASSOCIATED WITH DERIVATIVE INSTRUMENTS. Entering into a derivative
instrument involves a risk that the applicable market will move against
the Portfolio's position and that the Portfolio will incur a loss. For
derivative instruments other than purchased options, this loss may exceed
the amount of the initial investment made or the premium received by the
Portfolio. Derivative instruments may sometimes increase or leverage the
Portfolio's exposure to a particular market risk. Leverage enhances the
Portfolio's exposure to the price volatility of derivative instruments it
holds. The Portfolio's success in using derivative instruments to hedge
portfolio assets depends on the degree of price correlation between the
derivative instruments and the hedged asset. Imperfect correlation may be
caused by several factors, including temporary price disparities among the
trading markets for the derivative instrument, the assets underlying the
derivative instrument and the Portfolio assets. Over-the-counter ("OTC")
derivative instruments involve an enhanced risk that the issuer or
counterparty will fail to perform its contractual obligations. Some
derivative instruments are not readily marketable or may become illiquid
under adverse market conditions. In addition, during periods of market
volatility, a commodity exchange may suspend or limit trading in an
exchange-traded derivative instrument, which may make the contract
temporarily illiquid and difficult to price. Commodity exchanges may also
establish daily limits on the amount that the price of a futures contract
or futures option can vary from the previous day's settlement price. Once
the daily limit is reached, no trades may be made that day at a price
beyond the limit. This may prevent the Portfolio from closing out
positions and limiting its losses. The staff of the Commission takes the
position that purchased OTC options, and assets used as cover for written
OTC options, are subject to the Portfolio's 15% limit on illiquid
investments. However, with respect to options written with primary
dealers in U.S. Government securities pursuant to an agreement requiring a
closing purchase transaction at a formula price, the amount of illiquid
securities may be calculated with reference to the formula price. The
Portfolio's ability to terminate OTC derivative instruments may depend on
the cooperation of the counterparties to such contracts. For thinly
traded derivative instruments, the only source of price quotations may be
the selling dealer or counterparty. In addition, certain provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), limit the
extent to which the Portfolio may purchase and sell derivative
instruments. The Portfolio will engage in transactions in futures
contracts and related options only to the extent such transactions are
consistent with the requirements of the Code for maintaining the
qualification of the Fund as a regulated investment company for Federal
income tax purposes. See "Taxes."

ASSET COVERAGE FOR DERIVATIVE INSTRUMENTS. Transactions using forward
contracts, futures contracts and options (other than options that the
Portfolio has purchased) expose the Portfolio to an obligation to another
party. The Portfolio will not enter into any such transactions unless it

- 5 -
<PAGE>

owns either (1) an offsetting ("covered") position in securities,
currencies, or other options or futures contracts or forward contracts, or
(2) cash, receivables, and short-term debt securities with a value
sufficient at all times to cover its potential obligations not covered as
provided in (1) above. The Portfolio will comply with Commission
guidelines regarding cover for these instruments and, if the guidelines so
require, set aside cash, U.S. Government securities or other liquid, high-
grade debt securities in a segregated account with its custodian in the
prescribed amount.

Assets used as cover or held in a segregated account cannot be
sold while the position in the corresponding forward contract, futures
contract or option is open, unless they are replaced with other
appropriate assets. As a result, the commitment of a large portion of the
Portfolio's assets to cover or segregated accounts could impede portfolio
management or the Portfolio's ability to met redemption requests or other
current obligations.

LIMITATIONS ON FUTURES CONTRACTS AND OPTIONS. If the Portfolio has not
complied with the 5% CFTC test set forth in the Fund's prospectus, to
evidence its hedging intent, the Portfolio expects that, on 75% or more of
the occasions on which it takes a long futures or option on futures
position, it will have purchased or will be in the process of purchasing,
equivalent amounts of related securities at the time when the futures or
options position is closed out. However, in particular cases, when it is
economically advantageous for the Portfolio to do so, a long futures or
options position may be terminated (or an option may expire) without a
corresponding purchase of securities.

The Portfolio may enter into futures contracts, and options on
futures contracts, traded on an exchange regulated by the CFTC and on
foreign exchanges, but, with respect to foreign exchange-traded futures
contracts and options on such futures contracts, only if Lloyd George
determines that trading on each such foreign exchange does not subject the
Portfolio to risks, including credit and liquidity risks, that are
materially greater than the risks associated with trading on CFTC-
regulated exchanges.

In order to hedge its current or anticipated portfolio positions,
the Portfolio may use futures contracts on securities held in its
Portfolio or on securities with characteristics similar to those of the
securities held by the Portfolio. If, in the opinion of an Adviser, there
is a sufficient degree of correlation between price trends for the
securities held by the Portfolio and futures contracts based on other
financial instruments, securities indices or other indices, the Portfolio
may also enter into such futures contracts as part of its hedging
strategy.

All call and put options on securities written by the Portfolio
will be covered. This means that, in the case of call option, the
Portfolio will own the securities subject to the call option or an

- 6 -
<PAGE>

offsetting call option so long as the call option is outstanding. In the
case of a put option, the Portfolio will own an offsetting put option or
will have deposited with its custodian cash or liquid, high-grade debt
securities with a value at least equal to the exercise price of the put
option. The Portfolio may only write a put option on a security that it
intends to acquire for its investment portfolio.

REPURCHASE AGREEMENTS. Under a repurchase agreement the Portfolio buys a
security at one price and simultaneously promise to sell that same
security back to the seller at a higher price. At no time will the
Portfolio commit more than 15% of its net assets to repurchase agreements
which mature in more than seven days and other illiquid securities. The
Portfolio's repurchase agreements will provide that the value of the
collateral underlying the repurchase agreement will always be at least
equal to the repurchase price, including any accrued interest earned on
the repurchase agreement, and will be marked to market daily.

REVERSE REPURCHASE AGREEMENTS. The Portfolio may enter into reverse
repurchase agreements. Under a reverse repurchase agreement, the
Portfolio temporarily transfers possession of a portfolio instrument to
another party, such as a bank or broker-dealer, in return for cash. At
the same time, the Portfolio agrees to repurchase the instrument at an
agreed upon time (normally within seven days) and price, which reflects an
interest payment. The Portfolio expects that it will enter into reverse
repurchase agreements when it is able to invest the cash so acquired at a
rate higher than the cost of the agreement, which would increase the
income earned by the Portfolio. The Portfolio could also enter into
reverse repurchase agreements as a means of raising cash to satisfy
redemption requests without the necessity of selling portfolio assets.

When the Portfolio enters into a reverse repurchase agreement,
any fluctuations in the market value of either the securities transferred
to another party or the securities in which the proceeds may be invested
would affect the market value of the Portfolio's assets. As a result,
such transactions may increase fluctuations in the market value of the
Portfolio's assets. While there is a risk that large fluctuations in the
market value of the Portfolio's assets could affect the Portfolio's net
asset value, this risk is not significantly increased by entering into
reverse repurchase agreements, in the opinion of an Adviser. Because
reverse repurchase agreements may be considered to be the practical
equivalent of borrowing funds, they constitute a form of leverage. If the
Portfolio reinvests the proceeds of a reverse repurchase agreement at a
rate lower than the cost of the agreement, entering into the agreement
will lower the Portfolio's yield.

At all times that a reverse repurchase agreement is outstanding,
the Portfolio will maintain cash or high grade liquid securities in a
segregated account at its custodian bank with a value at least equal to
its obligation under the agreement. Securities and other assets held in
the segregated account may not be sold while the reverse repurchase
agreement is outstanding, unless other suitable assets are substituted.

- 7 -
<PAGE>

While an Adviser does not consider reverse repurchase agreements to
involve a traditional borrowing of money, reverse repurchase agreements
will be included within the aggregate limitation on "borrowings" contained
in the Portfolio's investment restriction (1) set forth below.

PORTFOLIO TURNOVER. The Portfolio cannot accurately predict its portfolio
turnover rate, but it is anticipated that the annual turnover rate will
generally not exceed 100% (excluding turnover of securities having a
maturity of one year or less). A 100% annual turnover rate would occur,
for example, if all the securities in the portfolio were replaced once in
a period of one year. A high turnover rate (100% or more) necessarily
involves greater expenses to the Portfolio. The Portfolio engages in
portfolio trading (including short-term trading) if it believes that a
transaction including all costs will help in achieving its investment
objective either by increasing income or by enhancing the Portfolio's net
asset value. High portfolio turnover may also result in the realization
of substantial net short-term capital gains. In order for the Fund to
continue to qualify as a regulated investment company for Federal tax
purposes, less than 30% of the annual gross income of the Fund must be
derived from the sale of securities (including its share of gains from the
sale of securities held by the Portfolio) held for less than three months.

LENDING PORTFOLIO SECURITIES. If an Adviser decides to make securities
loans, the Portfolio may seek to increase its income by lending portfolio
securities to broker-dealers or other institutional borrowers. Under
present regulatory policies of the Commission, such loans are required to
be secured continuously by collateral in cash, cash equivalents or U.S.
Government securities held by the Portfolio's custodian and maintained on
a current basis at an amount at least equal to market value of the
securities loaned, which will be marked to market daily. Cash equivalents
include certificates of deposit, commercial paper and other short-term
money market instruments. The financial condition of the borrower will be
monitored by an Adviser on an ongoing basis. The Portfolio would continue
to receive the equivalent of the interest or dividends paid by the issuer
on the securities loaned and would also receive a fee, or all or a portion
of the interest on investment of the collateral. The Portfolio would have
the right to call a loan and obtain the securities loaned at any time on
up to five business days' notice. The Portfolio would not have the right
to vote any securities having voting rights during the existence of a
loan, but could call the loan in anticipation of an important vote to be
taken among holder of the securities or the giving or holding of their
consent on a material matter affecting the investment. If an Adviser
decides to make securities loans, it is intended that the value of the
securities loaned would not exceed 1/3 of the Portfolio's total assets.

INVESTMENT RESTRICTIONS

Whenever an investment policy or investment restriction set forth
in the Prospectus or this Statement of Additional Information states a
maximum percentage of assets that may be invested in any security or other

- 8 -
<PAGE>

asset or describes a policy regarding quality standards, such percentage
limitation or standard shall be determined immediately after and as a
result of the Fund's or the Portfolio's acquisition of such security or
other asset. Accordingly, any later increase or decrease resulting from a
change in values, assets or other circumstances, other than a subsequent
rating change below investment grade made by a rating service, will not
compel the Fund or the Portfolio, as the case may be, to dispose of such
security or other asset.

The Fund and the Portfolio have each adopted the following
investment restrictions which may not be changed without the approval by
the holders of a majority of the outstanding voting securities of the Fund
or the Portfolio, as the case may be, which as used in this Statement of
Additional Information means the lesser of (a) 67% or more of the
outstanding voting securities of the Fund or the Portfolio, as the case
may be, present or represented by proxy at a meeting if the holders of
more than 50% of the outstanding voting securities of the Fund or the
Portfolio are present or represented at the meeting or (b) more than 50%
of the outstanding voting securities of the Fund or the Portfolio.
Neither the Fund nor the Portfolio may:

(1) Borrow money or issue senior securities except as permitted
by the Investment Company Act of 1940;

(2) Purchase any securities on margin (but the Fund and the
Portfolio may obtain such short-term credits as may be necessary for the
clearance of purchases and sales of securities);

(3) Underwrite securities of other issuers;

(4) Invest in real estate including interests in real estate
limited partnerships (although it may purchase and sell securities which
are secured by real estate and securities of companies which invest or
deal in real estate) or in commodities or commodity contacts for the
purchase or sale of physical commodities;

(5) Make loans to any person except by (a) the acquisition of
debt securities and making portfolio investments, (b) entering into
repurchase agreements and (c) lending portfolio securities;

(6) With respect to 75% of its total assets, invest more than 5%
of its total assets (taken at current value) in the securities of any one
issuer, or invest in more than 10% of the outstanding voting securities of
any one issuer, except obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities and except securities of
other investment companies; or

(7) Concentrate its investments in any particular industry, but,
if deemed appropriate for the Fund's objective, up to 25% of the value of
its assets may be invested in securities of companies in any one industry

- 9 -
<PAGE>

(although more than 25% may be invested in securities issued or guaranteed
by the U.S. Government or its agencies or instrumentalities).

Notwithstanding the investment policies and restrictions of the
Fund, the Fund may invest its assets in an open-end management investment
company with substantially the same investment objective, policies and
restrictions as the Fund. Notwithstanding the investment policies and
restrictions of the Portfolio, the Portfolio may invest part of its assets
in another investment company consistent with the Investment Company Act
of 1940 (the "1940 Act").

The Fund and the Portfolio have each adopted the following
investment policies which may be changed without shareholder or investor
approval. Neither the Fund nor the Portfolio may invest more than 15% of
its net assets in investments which are not readily marketable, including
restricted securities and repurchase agreements with a maturity longer
than seven days. Restricted securities for the purposes of this
limitation do not include securities eligible for resale pursuant to Rule
144A under the Securities Act of 1933 that the Board of Trustees of the
Trust or the Portfolio, or their delegate, determines to be liquid.
Factors taken into account in reaching liquidity decisions include, but
are not limited to: (i) the frequency of trading in the security; (ii) the
number of dealers who provide quotes for the security; (iii) the number of
dealers who have undertaken to make a market in the security; (iv) the
number of other potential purchasers; and (v) the nature of the security
and how trading is effected (e.g., the time needed to sell the security,
how offers are solicited, and the mechanics of transfer). An Adviser will
monitor the liquidity of the Portfolio's securities and report
periodically on such decisions to the Board of Trustees of the Portfolio.
Neither the Fund nor the Portfolio intends to make short sales of
securities during the coming year. Except for obligations issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities, neither the Fund nor the Portfolio will knowingly
purchase a security issued by a company (including predecessors) with less
than three years operating history (unless such security is rated at least
B or a comparable rating at the time of purchase by a least one nationally
recognized rating service) if, as a result of such purchase, more than 5%
of the Portfolio's or the Fund's total assets, as the case may be (taken
at current value), would be invested in such securities. Neither the Fund
nor the Portfolio will purchase warrants if, as a result of such purchase,
more than 5% of the Portfolio's or the Fund's net assets, as the case may
be (taken at current value), would be invested in warrants, and the value
of such warrants which are not listed on the New York or American Stock
Exchange may not exceed 2% of the Portfolio's or the Fund's net assets;
this policy does not apply to or restrict warrants acquired by the
Portfolio or the Fund in units or attached to securities, inasmuch as such
warrants are deemed to be without value. Neither the Fund nor the
Portfolio will purchase any securities if at the time of such purchase,
permitted borrowings under investment restriction (1) above exceed 5% of
the value of the Portfolio's or the Fund's total assets, as the case may
be. Neither the Fund nor the Portfolio will purchase oil, gas or other

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<PAGE>

mineral leases or purchase partnership interests in oil, gas or other
mineral exploration or development programs. Neither the Fund nor the
Portfolio will purchase or retain in its portfolio any securities issued
by an issuer any of whose officers, directors, trustees or security
holders is an officer or Trustee of the Trust or is a member, officer,
director or trustee of any investment adviser of the Trust or the
Portfolio if after the purchase of the securities of such issuer by the
Fund or the Portfolio one or more of such persons owns beneficially more
than 1/2 of 1% of the shares or securities or both (all taken at market
value) of such issuer and such persons owning more than 1/2 of 1% of such
shares or securities together own beneficially more than 5% of such shares
or securities or both (all taken at market value).

In order to permit the sale of shares of the Fund in certain
states, the Fund and the Portfolio may make commitments more restrictive
than the fundamental policies described above. Should the Fund determine
that any such commitment is no longer in the best interests of the Fund
and its shareholders, it will revoke the commitment by terminating sales
of its shares in the state(s) involved.

Although permissible under the Fund's investment restrictions,
the Fund has no present intention during the coming fiscal year to:
borrow money; pledge its assets; or make loans to other persons.

TRUSTEES AND OFFICERS

The Trust's Trustees and officers are listed below. Except as
indicated, each individual has held the office shown or other offices in
the same company for the last five years. Unless otherwise noted, the
business address of each Trustee and officer is 24 Federal Street, Boston,
Massachusetts 02110, which is also the address of the Fund's sponsor and
manager, Eaton Vance Management ("Eaton Vance"); of Eaton Vance's
wholly-owned subsidiary, Boston Management and Research ("BMR"); of Eaton
Vance's parent, Eaton Vance Corp. ("EVC"); and of Eaton Vance's trustee,
Eaton Vance, Inc. ("EV"). Eaton Vance and EV are both wholly-owned
subsidiaries of EVC. Those Trustees who are "interested persons" of the
Trust, Eaton Vance, BMR, EVC or EV as defined in the 1940 Act by virtue of
their affiliation with any one or more of the Trust, Eaton Vance, BMR, EVC
or EV, are indicated by an asterisk(*).

Officers and Trustees of the Trust

JAMES B. HAWKES (53), President and Trustee*
Executive Vice President of Eaton Vance, BMR, EVC and EV, and a Director
of EVC and EV. Director or Trustee and officer of various investment
companies managed by Eaton Vance or BMR.

LANDON T. CLAY (69), Vice President and Trustee*

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<PAGE>

Chairman of Eaton Vance, BMR, EVC and EV and a Director of EVC and EV.
Director or Trustee and officer of various investment companies managed by
Eaton Vance or BMR.

DONALD R. DWIGHT (64), Trustee
President of Dwight Partners, Inc. (a corporate relations and
communications company) founded in 1988. Director or Trustee of various
investment companies managed by Eaton Vance or BMR.
Address: Clover Mill Lane, Lyme, New Hampshire 03768

SAMUEL L. HAYES, III (60), Trustee
Jacob H. Schiff Professor of Investment Banking, Harvard University
Graduate School of Business Administration. Director or Trustee of
various investment companies managed by Eaton Vance or BMR.
Address: Harvard University Graduate School of Business Administration,
Soldiers Field Road, Boston, Massachusetts 02163

PETER F. KIELY (58), Vice President
Vice President of Eaton Vance, BMR and EV. Director or Trustee and
officer of various investment companies managed by Eaton Vance or BMR.
Mr. Kiely was elected Trustee of the Trust on December 16, 1991.

NORTON H. REAMER (59), Trustee
President and Director, United Asset Management Corporation, (a holding
company owning institutional investment management firms); Chairman,
President and Director, The Regis Fund, Inc. (mutual fund). Director or
Trustee of various investment companies managed by Eaton Vance or BMR.
Address: One International Place, Boston, Massachusetts 02110

JOHN L. THORNDIKE (68), Trustee
Director, Fiduciary Company Incorporated. Director or Trustee of various
investment companies managed by Eaton Vance or BMR.
Address: 175 Federal Street, Boston, Massachusetts 02110

JACK L. TREYNOR (65), Trustee
Investment Adviser and Consultant. Director or Trustee of various
investment companies managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274

Officers

M. DOZIER GARDNER (61), Vice President
President and Chief Executive Officer of BMR, Eaton Vance, EVC and EV, and
a Director of EVC and EV. Director or Trustee and officer of various
investment companies managed by Eaton Vance or BMR.

JAMES L. O'CONNOR (50), Treasurer
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.

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<PAGE>

WILLIAM J. AUSTIN, JR. (43), Assistant Treasurer
Assistant Vice President of BMR, Eaton Vance and EV. Officer of various
investment companies managed by Eaton Vance or BMR. Mr. Austin was
elected Assistant Treasurer of the Trust on December 16, 1991.

THOMAS OTIS (63), Secretary
Vice President and Secretary of Eaton Vance, BMR, EVC and EV. Officer of
various investment companies managed by Eaton Vance or BMR.

JANET E. SANDERS (59), Assistant Treasurer and Assistant Secretary
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.

A. JOHN MURPHY (32), Assistant Secretary
Assistant Vice President of BMR, Eaton Vance and EV since March 1, 1994;
employee of Eaton Vance since March 1993. State Regulations Supervisor,
The Boston Company (1991-1993) and Registration Specialist, Fidelity
Management & Research Co. (1986-1991). Officer of various investment
companies managed by Eaton Vance or BMR. Mr. Murphy was elected Assistant
Secretary of the Trust on March 27, 1995.

Messrs. Thorndike (Chairman), Hayes and Reamer are members of the
Special Committee of the Board of Trustees of the Trust. The Special
Committee's functions include a continuous review of the Fund's management
contract with Eaton Vance, making recommendations to the Board of Trustees
regarding the compensation of those Trustees who are not members of the
Eaton Vance organization, and making recommendations to the Board of
Trustees regarding candidates to fill vacancies, as and when they occur,
in the ranks of those Trustees who are not "interested persons" of the
Trust, the Portfolio, or the Eaton Vance organization.

Messrs. Treynor (Chairman) and Dwight are members of the Audit
Committee of the Board of Trustees. The Audit Committee's functions
include making recommendations to the Board of Trustees regarding the
selection of the independent certified public accountants, and reviewing
with such accountants and the Treasurer of the Trust matters relative to
accounting and auditing practices and procedures, accounting records,
internal accounting controls, and the functions performed by the
custodian, transfer agent and dividend disbursing agent of the Trust.

Trustees of the Portfolio who not affiliated with an Adviser 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
"Plan"). Under the Plan, an eligible Trustee may elect to have his
deferred fees invested by the Portfolio in the shares of one or more funds
in the Eaton Vance Family of Funds, and the amount paid to the Trustees
under the Plan will be determined based upon the performance of such
investments. Deferral of Trustees' fees in accordance with the Plan will
have a negligible effect on the Portfolio's assets, liabilities, and net
income per share, and will not obligate the Portfolio to retain the
services of any Trustee or obligate the Portfolio to pay any particular

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<PAGE>

level of compensation to the Trustee. For information concerning the
compensation earned by the Trustees of the Trust, see "Fees and Expenses"
in Part II of this Statement of Additional Information.

Officers and Trustees of the Portfolio

The Portfolio's Trustees and officers are listed below. Except
as indicated, each individual has held the office shown or other offices
in the same company for the last five years. The business address of
Lloyd George is 3808 One Exchange Square, Central, Hong Kong. Those
Trustees who are "interested persons" of the Portfolio, an Adviser, Eaton
Vance, EVC or EV as defined in the 1940 Act by virtue of their affiliation
with any one or more of the Portfolio, an Adviser, Eaton Vance, EVC or EV,
are indicated by an asterisk(*).

Trustees

JACK L. TREYNOR (65), Trustee

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<PAGE>

Investment Adviser and Consultant. Director or Trustee of various
investment companies managed by Eaton Vance or BMR.
Address: 504 Via Almar, Palos Verdes Estates, California 90274

Officers

WILLIAM CHISHOLM (__), Vice President
______________________________________ of The Bank of Nova Scotia Trust
Company (Cayman) Limited.
Address: The Bank of Nova Scotia Trust Company (Cayman) Ltd., The Bank of
Nova Scotia Building, P.O. Box 501, George Town, Grand Cayman, Cayman
Islands, British West Indies.

MICHEL NORMANDEAU (___), Vice President
_________________________________ of The Bank of Nova Scotia Trust Company
(Cayman) Limited.
Address: The Bank of Nova Scotia Trust Company (Cayman) Ltd., The Bank of
Nova Scotia Building, P.O. Box 501, George Town, Grand Cayman, Cayman
Islands, British West Indies.

RAYMOND O'NEILL (33), Vice President
Managing Director of IBT Trust and Custodian Services (Ireland) Limited
since January, 1995. Vice President, Atlantic Corporate Management
Limited, Warwick, Bermuda (1991-1994). Officer, The Bank of Bermuda
Limited, Hamilton, Bermuda (1987-1991).
Address: Earlsfort Terrace, Dublin 2, Ireland.

HON. ROBERT LLOYD GEORGE (42), Vice President
Chairman and Chief Executive of Lloyd George Management (B.V.I.) Limited.
Chairman and Chief Executive Officer of Lloyd George. Managing Director
of Indosuez Asia Investment Services, Ltd. from 1984 to 1991.
Address: 3808 One Exchange Square, Central, Hong Kong

DUNCAN W. RICHARDSON (37), Vice President
Vice President of Eaton Vance and EV Since January 19, 1990 and of BMR
since August 11, 1992. Officer of various investment companies managed by
Eaton Vance or BMR.
Address: Eaton Vance Management, 24 Federal Street, Boston, Massachusetts
02110

JAMES L. O'CONNOR (50), Treasurer
Vice President of Eaton Vance, BMR, and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
Address: Eaton Vance Management, 24 Federal Street, Boston, Massachusetts
02110

THOMAS OTIS (63), Secretary
Vice President and Secretary of Eaton Vance, BMR, EVC and EV. Officer of
various investment companies managed by Eaton Vance or BMR.
Address: Eaton Vance Management, 24 Federal Street, Boston, Massachusetts
02110

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<PAGE>

JANET E. SANDERS (59), Assistant Secretary and Assistant Treasurer
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
Address: Eaton Vance Management, 24 Federal Street, Boston, Massachusetts
02110

A. JOHN MURPHY (32), Assistant Secretary
Assistant Vice President of BMR, Eaton Vance and EV since March 1, 1994;
employee of Eaton Vance since March 1993. State Regulations Supervisor,
The Boston Company (1991-1993) and Registration Specialist, Fidelity
Management & Research Co. (1986-1991). Officer of various investment
companies managed by Eaton Vance or BMR.
Address: Eaton Vance Management, 24 Federal Street, Boston, Massachusetts
02110

JAMES F. ALBAN (33), Assistant Treasurer
Assistant Vice President of BMR since August 11, 1992, and of Eaton Vance
and EV since January 17, 1992, and an employee of Eaton Vance since
September 23, 1991. Tax Consultant and Audit Senior with Deloitte &
Touche (1987-1991). Officer of various investment companies managed by
Eaton Vance or BMR.
Address: Eaton Vance Management, 24 Federal Street, Boston, Massachusetts
02110

ERIC G. WOODBURY (38), Assistant Secretary
Vice President of Eaton Vance since February 1993; formerly, associate at
Dechert, Price & Rhoads and Gaston Snow & Ely Bartlett.
Address: Eaton Vance Management, 24 Federal Street, Boston, Massachusetts
02110

Lloyd George Investment Management (Bermuda) Limited ("Lloyd
George") is a subsidiary of Lloyd George Management (B.V.I.) Limited,
which is ultimately controlled by the Hon. Robert J.D. Lloyd George, Vice
President of the Portfolio and Chairman and Chief Executive Officer of
Lloyd George. Mr. Hawkes is a Trustee and officer of the Trust and the
Portfolio and an officer of the Fund's sponsor and manager and of BMR.
Mr. Hayes is a Trustee of the Trust and the Portfolio.

The fees and expenses of those Trustees of the Portfolio who are
not members of the Lloyd George or Eaton Vance organizations (the
noninterested Trustees) are paid by the Portfolio. For information
concerning the compensation received by the noninterested Trustees of the
Portfolio, see "Fees and Expenses" in Part II of this Statement of
Additional Information.

While the Portfolio is a New York trust, Lloyd George, together
with the Hon. Robert Lloyd George, are not residents of the United States
and substantially all of their respective assets may be located outside of
the United States. It may be difficult for investors to effect service of
process within the United States upon the individual identified above, or

- 16 -
<PAGE>

to realize judgments of courts of the United States predicated upon civil
liabilities of Lloyd George and such individual under the Federal
securities laws of the United States. The Portfolio has been advised that
there is substantial doubt as to the enforceability in the countries in
which Lloyd George and such individual reside of such civil remedies and
criminal penalties as are afforded by the Federal securities laws of the
United States.

MANAGEMENT OF THE FUND

Eaton Vance acts as the sponsor and manager of the Fund and the
administrator of the Portfolio. The Portfolio has engaged Boston
Management and Research, a wholly-owned subsidiary of Eaton Vance, and
Lloyd George (collectively, the "Advisers") as its investment advisers.

The Advisers

As investment advisers to the Portfolio, the Advisers manage the
Portfolio's investments, subject to the supervision of the Board of
Trustees of the Portfolio. The Advisers are also responsible for
effecting all security transactions on behalf of the Portfolio, including
the allocation of principal transactions and portfolio brokerage and the
negotiation of commissions. See "Portfolio Security Transactions." Under
the investment advisory agreement, the Advisers receive a monthly advisory
fee, to be divided equally between the Advisers, computed by applying the
annual asset rate applicable to that portion of the average daily net
assets of the Portfolio throughout the month in each Category as indicated
below:

<TABLE>
<CAPTION>
<C>
<S> <C> Annual
Category Average Daily Net Assets Asset Rate
--------- ------------------------- ----------
1 less than $500 million . . . . . . . . . . 0.75%
2 $500 million but less than $1 billion . . . 0.70
3 $1 billion but less than $1.5 billion . . . 0.65
4 $1.5 billion but less than $2 billion . . . 0.60
5 $2 billion but less than $3 billion . . . . 0.55
6 $3 billion and over . . . . . . . . . . . . 0.50

</TABLE>

For additional information about the Investment Advisory
Agreement, including the net assets of the Portfolio and the investment
advisory fees that the Portfolio paid the Advisers under the Investment
Advisory Agreement, see "Fees and Expenses" in Part II of this Statement
of Additional Information.

- 17 -
<PAGE>

The directors of Lloyd George are the Honorable Robert Lloyd
George, William Walter Raleigh Kerr, M.F. Tang and Scobie Dickinson Ward.
The Hon. Robert J.D. Lloyd George is Chairman and Chief Executive Officer
of Lloyd George and Mr. Kerr is an officer of Lloyd George. The business
address of these individuals is 3808 One Exchange Square, Central, Hong
Kong.

The Portfolio's investment advisory agreement with the Advisers
remains in effect until February 28, 1996; it may be continued
indefinitely thereafter so long as such continuance after February 28,
1996 is approved at least annually (i) by the vote a majority of the
Trustees of the Portfolio who are not interested persons of the Portfolio
cast in person at a meeting specifically called for the purpose of voting
on such approval and (ii) by the Board of Trustees of the Portfolio or by
vote of a majority of the outstanding voting securities of the Portfolio.
The agreement may be terminated at any time without penalty on sixty days'
written notice by the Board of Trustees of either party or by vote of the
majority of the outstanding voting securities of the Portfolio, and the
agreement will terminate automatically in the event of its assignment.
The agreement provides that the Advisers may render services to others.
The agreement also provides that, in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
under the agreement on the part of an Adviser, the Advisers shall not be
liable to the Portfolio or to any shareholder for any act or omission in
the course of or connected with rendering services or for any losses
sustained in the purchase, holding or sale of any security.

Manager, Sponsor and Administrator

See "Management of the Fund and the Portfolio" in the Prospectus
for a description of the services Eaton Vance performs as the manager and
sponsor of the Fund and the administrator of the Portfolio. Under Eaton
Vance's management contract with the Fund and administration agreement
with the Portfolio, Eaton Vance receives a monthly management fee from the
Fund and a monthly administration fee from the Portfolio. Each fee is
computed by applying the annual asset rate applicable to that portion of
the average daily net assets of the Fund or the Portfolio throughout the
month in each Category as indicated below:

<TABLE>
<CAPTION>
<C>
<S> <C> Annual
Category Average Daily Net Assets Asset Rate
--------- ------------------------- ----------
1 less than $500 million . . . . . . . . . . 0.25%
2 $500 million but less than $1 billion . . . 0.2333
3 $1 billion but less than $1.5 billion . . . 0.21667
4 $1.5 billion but less than $2 billion . . . 0.20
5 $2 billion but less than $3 billion . . . . 0.18333
6 $3 billion and over . . . . . . . . . . . . 0.16667

- 18 -
<PAGE>

</TABLE>

For the administration and the management fees that the Portfolio
and the Fund paid to Eaton Vance, see "Fees and Expenses" in Part II of
this Statement of Additional Information.

Eaton Vance's management contract with the Fund will remain in
effect until February 28, 1996, and its administration agreement with the
Portfolio will remain in effect until February 28, 1996. Each agreement
may be continued from year to year after February 28, 1996, so long as
such continuance is approved annually by the vote of a majority of the
Trustees of the Trust or the Portfolio, as the case may be. Each
agreement may be terminated at any time without penalty on sixty days'
written notice by the Board of Trustees of either party thereto, or by a
vote of a majority of the outstanding voting securities of the Fund or the
Portfolio, as the case may be. Each agreement will terminate
automatically in the event of its assignment. Each agreement provides
that, in the absence of Eaton Vance's willful misfeasance, bad faith,
gross negligence or reckless disregard of its obligations or duties to the
Fund or the Portfolio under such contract or agreement, Eaton Vance will
not be liable to the Fund or the Portfolio for any loss incurred. Each
agreement was initially approved by the Trustees, including the non-
interested Trustees, of the Trust or the Portfolio which is a party
thereto at meetings held June 19, 1995 of the Trust and the Portfolio.

To the extent necessary to comply with U.S. tax law, Eaton Vance
has employed The Bank of Nova Scotia Trust Company (Cayman) Ltd. to serve
as the sub-administrator of the Portfolio. The sub-administrator
maintains the Portfolio's principal office and certain of its records and
provides administrative assistance in connection with meetings of the
Portfolio's Trustees and interestholders.

The Fund and the Portfolio, as the case may be, will each be
responsible for all of its respective costs and expenses not expressly
stated to be payable by an Adviser under the investment advisory
agreement, by Eaton Vance under the management contract or the
administration agreement, or by EVD under the distribution agreement.
Such costs and expenses to be borne by each of the Fund or the Portfolio,
as the case may be, include, without limitation: custody and transfer
agency fees and expenses, including those incurred for determining net
asset value and keeping accounting books and records; expenses of pricing
and valuation services; the cost of share certificates; membership dues in
investment company organizations; brokerage commissions and fees; fees and
expenses of registering under the securities laws; expenses of reports to
shareholders and investors; proxy statements, and other expenses of
shareholders' or investors' meetings; insurance premiums, printing and
mailing expenses; interest, taxes and corporate fees; legal and accounting
expenses; compensation and expenses of Trustees not affiliated with Eaton
Vance or an Adviser; distribution and service fees payable by the Fund
under its Rule 12b-1 distribution plan; and investment advisory,
management and administration fees. The Fund and the Portfolio, as the

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<PAGE>

case may be, will also each bear expenses incurred in connection with
litigation in which the Fund or the Portfolio, as the case may be, is a
party and any legal obligation to indemnify its respective officers and
Trustees with respect thereto.

Eaton Vance and EV are both wholly-owned subsidiaries of EVC.
BMR is a wholly-owned subsidiary of Eaton Vance. Eaton Vance and BMR are
both Massachusetts business trusts, and EV is the trustee of Eaton Vance
and BMR. The Directors of EV are Landon T. Clay, H. Day Brigham, Jr., M.
Dozier Gardner, James B. Hawkes and Benjamin A. Rowland, Jr. The
Directors of EVC consist of the same persons and John G.L. Cabot and Ralph
Z. Sorenson. Mr. Clay is chairman and Mr. Gardner is president and chief
executive officer of EVC, Eaton Vance, BMR and EV. All of the issued and
outstanding shares of Eaton Vance and of EV are owned by EVC. All of the
issued and outstanding shares of BMR are owned by Eaton Vance. All shares
of the outstanding Voting Common Stock of EVC are deposited in a Voting
Trust which expires December 31, 1996, the Voting Trustees of which are
Messrs. Brigham, Clay, Gardner, Hawkes and Rowland. The Voting Trustees
have unrestricted voting rights for the election of Directors of EVC. All
of the outstanding voting trust receipts issued under said Voting Trust
are owned by certain of the officers of Eaton Vance and BMR who are also
officers and Directors of EVC and EV. As of May 31, 1995, Messrs. Clay,
Gardner and Hawkes each owned 24% of such voting trust receipts and
Messrs. Rowland and Brigham owned 15% and 13%, respectively, of such
voting trust receipts. Messrs. Clay, Gardner, Hawkes and Otis, who are
officers or Trustees of the Trust and/or the Portfolio, are members of the
EVC, Eaton Vance, BMR and EV organizations. Messrs. Alban, Austin, Kiely,
Murphy, O'Connor, Richardson and Woodbury and Ms. Sanders are officers of
the Trust and/or the Portfolio, and are also members of the Eaton Vance,
BMR and/or EV organizations. Eaton Vance will receive the fees paid under
the management agreement and its wholly-owned subsidiary, Eaton Vance
Distributors, Inc., as Principal Underwriter, will receive its portion of
the sales charge on shares of the Fund sold through investment dealers.

Eaton Vance owns all of the stock of Energex Corporation, which
is engaged in oil and gas operations. EVC owns all of the stock of
Marblehead Energy Corp. (which engages in oil and gas operations) and
77.3% of the stock of Investors Bank & Trust Company, the custodian of the
Fund and the Portfolio, which provides custodial, trustee and other
fiduciary services to investors, including individuals, employee benefit
plans, corporations, investment companies, savings banks and other
institutions. In addition, Eaton Vance owns all the stock of Northeast
Properties, Inc., which is engaged in real estate investment, consulting
and management. EVC owns all the stock of Fulcrum Management, Inc. and
MinVen, Inc., which are engaged in the development of precious metal
properties. EVC also owns 2% of the A shares and 20% of the Preferred
Shares issued by the parent of Lloyd George. EVC, Eaton Vance, BMR and EV
may also enter into other businesses.

EVC and its affiliates and its officers and employees form time
to time have transactions with various banks, including the custodian of

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<PAGE>

the Fund and the Portfolio, Investors Bank & Trust Company. It is Eaton
Vance's opinion that the terms and conditions of such transactions will
not be influenced by existing or potential custodial or other
relationships between the Fund and such banks.

CUSTODIAN

Investors Bank & Trust Company ("IBT"), 24 Federal Street,
Boston, Massachusetts (a 77.3% owned subsidiary of EVC), acts as custodian
for the Fund and the Portfolio. IBT has the custody of all cash and
securities of the Fund and all securities of the Portfolio purchased in
the United States, and its subsidiary, IBT Fund Services (Canada) Inc., 1
First Canadian Place, King Street West, Toronto, Ontario, Canada,
maintains the Fund's and the Portfolio's general ledger and computes the
daily net asset value of interests in the Portfolio and the net asset
value of shares of the Fund. In such capacities, IBT attends to details
in connection with the sale, exchange, substitution, transfer or other
dealings with the Fund's and the Portfolio's respective investments,
receives and disburses all funds, and performs various other ministerial
duties upon receipt of proper instructions from the Fund and the
Portfolio, respectively.

Portfolio securities, if any, purchased by the Portfolio in the
U.S. are maintained in the custody of IBT or of other domestic banks or
depositories. Portfolio securities purchased outside of the U.S. are
maintained in the custody of foreign banks and trust companies that are
member of IBT's Global Custody Network, or foreign depositories used by
such foreign banks and trust companies. Each of the domestic and foreign
custodial institutions holding portfolio securities has been approved by
the Board of Trustees of the Portfolio in accordance with regulations
under the 1940 Act.

IBT charge fees which are competitive within the industry. These
fees for the Portfolio relate to (1) custody services based upon a
percentage of the market values of Portfolio securities; (2) bookkeeping
and valuation services provided at an annual rate; (3) activity charges,
primarily the result of the number of portfolio transactions; and (4)
reimbursement of out-of-pocket expenses. These fees are then reduced by a
credit for cash balances of the Portfolio at the custodian equal to 75% of
the 91-day U.S. Treasury Bill auction rate applied to the Portfolio's
average daily collected balances. The portion of the fee for the Fund
related to bookkeeping and pricing services is based upon a percentage of
the Fund's net assets and the portion of the fee related to financial
statement preparation is a fixed amount.

In view of the ownership of EVC in IBT, the Portfolio is treated
as a self-custodian pursuant to Rule 17f-2 under the 1940 Act, and the
Portfolio's investments held by IBT as custodian are thus subject to the
additional examinations by the Portfolio's independent certified public
accountants as called for by such Rule.

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<PAGE>

For information on the custody fees that the Portfolio and the
Fund paid to IBT, see "Fees and Expenses" in Part II of this Statement of
Additional Information.

SERVICE FOR WITHDRAWAL

By a standard agreement, the Fund's transfer agent will send to
the shareholder regular monthly or quarterly payments of any permitted
amount designated by the shareholder (see "Eaton Vance Shareholder
Services - Withdrawal Plan" in the Fund's current Prospectus) based upon
the value of the shares held. The checks will be drawn from share
redemptions and hence are a return of principal. Income dividends and
capital gain distributions in connection with withdrawal accounts will be
credited at net asset value as of the record date for each distribution.
Continued withdrawals in excess of current income will eventually use up
principal, particularly in a period of declining market prices.

To use this service, at least $5,000 in cash or shares at the
public offering price will have to be deposited with the transfer agent.
The maintenance of a withdrawal plan concurrently with purchases of
additional Fund shares would be disadvantageous if a sales charge is
included in such purchase. A shareholder may not have a withdrawal plan
in effect at the same time he or she has authorized Bank Automated
Investing or is otherwise making regular purchases of Fund shares. Either
the shareholder, the Fund's transfer agent or the Principal Underwriter
will be able to terminate the withdrawal plan at any time without penalty.

DETERMINATION OF NET ASSET VALUE

The Fund and Portfolio will be closed for business and will not
price their shares on the following business holidays: New Year's Day,
Presidents' Day, Good Friday, (a New York Stock Exchange holiday),
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas
Day.

The Trustees of the Portfolio have established the following
procedures for the fair valuation of the Portfolio's assets under normal
market conditions. Marketable securities listed on foreign or U.S.
securities exchanges or in the NASDAQ National Market System generally are
valued at closing sale prices or, if there were no sales, at the mean
between the closing bid and asked prices therefor on the exchange where
such securities are principally traded or on such National Market System.
Unlisted or listed securities for which closing sale prices are not
available are valued at the mean between the latest bid and asked prices.
An option is valued at the last sale price as quoted on the principal
exchange or board of trade on which such option or contract is traded, or
in the absence of a sale, at the mean between the last bid and asked
prices. Futures positions on securities or currencies are generally
valued at closing settlement prices. All other securities are valued at
fair value as determined in good faith by or pursuant to procedures
established by the Trustees.

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<PAGE>

Short-term debt securities with a remaining maturity of 60 days
or less are valued at amortized cost. If securities were acquired with a
remaining maturity of more than 60 days, their amortized cost value will
based on their value on the sixty-first day prior to maturity. 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.

Each investor in the Portfolio, including the Fund, may add to or
reduce its investment in the Portfolio on each day the New York Stock
Exchange (the "Exchange") is open for trading as of the close of regular
trading on the Exchange. The value of each investor's interest in the
Portfolio will be determined by multiplying the net asset value of the
Portfolio by the percentage, effective for that day, which represents that
investor's share of the aggregate interests in the Portfolio. Any
additions or withdrawals, which are to be effected on that day, will then
be effected. Each investor's percentage of the aggregate interests in the
Portfolio will then be recomputed as the percentage equal to a fraction
(i) the numerator of which is the value of such investor's investment in
the Portfolio as of the close of regular trading on the Exchange (normally
4:00 p.m., New York time), on such day plus or minus, as the case may be,
that amount of any additions to or withdrawals from the investor's
investment in the Portfolio effected on such day, and (ii) the denominator
of which is the aggregate net asset value of the Portfolio as of the close
of such trading on such day plus or minus, as the case may be, the amount
of the net additions to or withdrawals from the aggregate investment in
the Portfolio by all investors in the Portfolio. The percentage so
determined will then be applied to determine the value of the investor's
interest in the Portfolio.

Generally, trading in the foreign securities owned by the
Portfolio is substantially completed each day at various times prior to
the close of the Exchange. The values of these securities used in
determining the net asset value of the Portfolio's share are computed as
of such times. Occasionally, events affecting the value of foreign
securities may occur between such times and the close of the Exchange
which will not be reflected in the computation of the Portfolio' net asset
value (unless the Portfolio deems that such events would materially affect
its net asset value, in which case an adjustment would be made and
reflected in such computation). Foreign securities and currency held by
the Portfolio will be valued in U.S. dollars; such values will be computed
by the custodian based on foreign currency exchange rate quotations
supplied by Reuters Information Service.

INVESTMENT PERFORMANCE

The average annual total return is determined by multiplying a
hypothetical initial purchase order of $1,000 by the average annual
compound rate of return (including capital appreciation/depreciation, and
distributions paid and reinvested) for the stated period and annualizing
the result. The calculation assumes that all distributions are reinvested

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<PAGE>

at net asset value on the reinvestment dates during the period. For
information concerning the total return of the Fund, see "Performance
Information" in Part II of this Statement of Additional Information.

The Fund's total return may be compared to the Consumer Price
Index and various domestic and foreign securities indices, for example:
Standard & Poor's Index of 400 Common Stocks, Standard & Poor's Index of
500 Common Stocks, Merrill Lynch U.S. Treasury (15-year plus) Index,
Lehman Brothers Government/Corporate Bond Index, the Dow Jones Industrial
Average and Morgan Stanley Global Equity. In addition, the Fund's total
return may be compared to Lipper Global Fund category and Lipper Science &
Technology Fund category, which indices are available through Lipper
Analytical Services, Inc. The Fund's total return and comparisons with
these indices may be used in advertisements and in information furnished
to present or prospective shareholders. The Fund's performance may differ
from that of other investors in the Portfolio, including the other
investment companies.

Information used in advertisements and in materials furnished to
present or prospective shareholders may include statistics, data and
performance studies prepared by independent organizations (e.g. Ibbotson
Associates, Standard & Poor's Ratings Group, Merrill Lynch Private Client
Group, Bloomberg, L.P., Dow Jones & Company, Inc., and the Federal Reserve
Board) or included in various publications (e.g. The Wall Street Journal,
Barron's and The Decade: Wealth of Investments in U.S. Stocks, Bonds,
Bills & Inflation) reflecting the investment performance or return
achieved by various classes and types of investments (e.g. common stocks,
small company stocks, long-term corporate bonds, long-term government
bonds, intermediate-term government bonds, U.S. Treasury bills) over
various periods of time. This information may be used to illustrate the
benefits of long-term investments in common stocks.

From time to time, information about the allocation and holdings
of investments in the Portfolio may be included in advertisements and
other material furnished to present and prospective shareholders.

From time to time, evaluations of the Fund's performance made by
independent sources, such as Lipper Analytical Services, Inc.,
CDA/Weisenberger and Morningstar, Inc. may be used in advertisements and
in information furnished to present or prospective shareholders. The
Fund's performance may differ from that of other investors in the
Portfolio, including the other investment companies.

Information used in advertisements and materials furnished to
present or prospective shareholders may include examples and performance
illustrations of the cumulative change in various levels of investments in
the Fund for various periods of time and at various prices per share.
Such examples and illustrations may assume that all dividends and capital
gain distributions are reinvested in additional shares and may also show
separately the value of shares acquired form such reinvestments as well as
the total value of all shares acquired for such investments and

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<PAGE>

reinvestments. Such information may also include statements or
illustration relating to the appropriateness of types of securities and/or
mutual funds which may be employed to meet specific financial goals, such
as (1) funding retirement, (2) paying for children's education, and (3)
financially supporting aging parents. These three financial goals may be
referred to in such advertisements or materials as the "Triple Squeeze".

For additional information, charts and illustrations relating to
the Fund's investment performance, see "Performance Information" in Part
II of this Statement of Additional Information.

TAXES

See also "Distribution and Taxes" in the Fund's current
prospectus.

The Fund, as a series of a Massachusetts business trust, will be
treated as a separate entity for accounting and tax purposes. The Fund
intends to elect to be treated, and to qualify each year as a regulated
investment company ("RIC") under the Code. Accordingly, the Fund intends
to satisfy certain requirements relating to sources of its income and
diversification of its assets and to distribute all of its net investment
income and net realized capital gains in accordance with the timing
requirements imposed by the Code, so as to avoid any Federal income or
excise tax on the Fund. Because the Fund invests its assets in the
Portfolio, the Portfolio normally must satisfy the applicable source of
income and diversification requirements in order for the Fund to satisfy
them. The Portfolio will allocate at least annually among its investors,
including the Fund, each investor's distributive share of the Portfolio's
net investment income, net realized capital gains, and any other items of
income, gain, loss, deduction or credit. The Portfolio will make
allocations to the Fund in accordance with the Code and applicable
regulations and will make moneys available for withdrawal at appropriate
times and in sufficient amounts to enable the Fund to satisfy the tax
distribution requirements that apply to the Fund and that must be
satisfied in order to avoid Federal income and/or excise tax on the Fund.
For purposes of applying the requirements of the Code regarding
qualification as a RIC, the Fund will be deemed (i) to own its
proportionate share of each of the assets of the Portfolio and (ii) to be
entitled to the gross income of the Portfolio attributable to such share.

In order to avoid Federal excise tax, the Code requires that the
Fund distribute (or be deemed to have distributed) by December 31 of each
calendar year at least 98% of its ordinary income (not including tax-
exempt income) for such year, at least 98% of the excess of its realized
capital gains over its realized capital losses, generally computed on the
basis of the one-year period ending on October 31 of such year, after
reduction by any available capital loss carryforwards, and 100% of any
income and capital gains from the prior year (as previously computed) that
was not paid out during such year and on which the Fund was not taxed.
Further, under current law, provided that the Fund qualifies as a RIC for

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<PAGE>

Federal income tax purposes and the Portfolio is treated as a partnership
for Massachusetts and Federal tax purposes, neither the Fund nor the
Portfolio is liable for any income, corporate excise or franchise tax in
the Commonwealth of Massachusetts.

Foreign exchange gains and losses realized by the Portfolio and
allocated to the Fund in connection with the Portfolio's investments in
foreign securities and certain options, futures or forward contracts or
foreign currency may be treated as ordinary income and losses under
special tax rules. Certain options, futures or forward contracts of the
Portfolio may be required to be marked to market (i.e., treated as if
closed out) on the last day of each taxable year, and any gain or loss
realized with respect to these contracts may be required to be treated as
60% long-term and 40% short-term gain or loss. Positions of the Portfolio
in securities and offsetting options, futures or forward contracts may be
treated as "straddles" and be subject to other special rules that may,
upon allocation of the Portfolio's income, gain or loss to the Fund,
affect the amount, timing and character of the Fund's distributions to
shareholders. Certain uses of foreign currency and foreign currency
derivatives such as options, futures, forward contracts and swaps and
investment by the Portfolio in certain "passive foreign investment
companies" may be limited or a tax election may be made, if available, in
order to preserve the Fund's qualification as a RIC or avoid imposition of
a tax on the Fund.

The Portfolio anticipates that it will be subject to foreign
taxes on its income (including, in some cases, capital gains) from foreign
securities. Tax conventions between certain countries and the U.S. may
reduce or eliminate such taxes. If more than 50% of the Fund's total
assets, taking into account its allocable share of the Portfolio's total
assets, at the close of any taxable year of the Fund consists of stock or
securities of foreign corporations, the Fund may file an election with the
Internal Revenue Service pursuant to which shareholders of the Fund will
be required to (i) include in ordinary gross income (in addition to
taxable dividends actually received) their pro rata shares of foreign
income taxes paid by the Portfolio and allocated to the Fund even though
not actually received, and (ii) treat such respective pro rata portions as
foreign income taxes paid by them. Shareholders may then deduct such pro
rata portions of foreign income taxes in computing their taxable incomes,
or, alternatively, use them as foreign tax credits, subject to applicable
limitations, against their U.S. income taxes. Shareholders who do not
itemize deductions for Federal income tax purposes will not, however, be
able to deduct their pro rata portion of foreign taxes deemed paid by the
Fund, although such shareholders will be required to include their shares
of such taxes in gross income. Shareholders who claim a foreign tax
credit for such foreign taxes may be required to treat a portion of
dividends received from the Fund as separate category income for purposes
of computing the limitations on the foreign tax credit. Tax-exempt
shareholders will ordinarily not benefit from this election. Each year
that the Fund files the election described above, its shareholders will be
notified of the amount of (i) each shareholder's pro rata share of foreign

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<PAGE>

income taxes paid by the Portfolio and allocated to the Fund and (ii) the
portion of Fund dividends which represents income from each foreign
country. If the Fund does not make this election, it may deduct its
allocated share of such taxes in computing its investment company taxable
income.

The Portfolio will allocate at least annually to the Fund and its
other investors their respective distributive shares of any net investment
income and net capital gains which have been recognized for Federal income
tax purposes (including unrealized gains at the end of the Portfolio's
fiscal year on certain options and futures transactions that are required
to be marked-to-market). Such amounts will be distributed by the Fund to
its shareholders in cash or additional shares, as they elect.
Shareholders of the Fund will be advised of the nature of the
distributions.

Distributions by the Fund of the excess of net long-term capital
gains over short-term capital losses earned by the Portfolio and allocated
to the Fund, taking into account any capital loss carryforwards that may
be available to the Fund in years after its first taxable year, are
taxable to shareholders of the Fund as long-term capital gains, whether
received in cash or in additional shares and regardless of the length of
time their shares have been held. Certain distributions, if declared in
October, November or December and paid the following January, will be
taxed to shareholders as if received on December 31 of the year in which
they are declared.

Any loss realized upon the redemption or exchange of shares with
a tax holding period of 6 months or less will be treated as a long-term
capital loss to the extent of any distribution of net long-term capital
gains with respect to such shares. All or a portion of a loss realized
upon a taxable disposition of Fund shares may be disallowed under "wash
sale" rules if other Fund shares are purchased (whether through
reinvestment of dividends or otherwise) within 30 days before or after the
disposition. Any disallowed loss will result in an adjustment to the
shareholder's tax basis in some or all of the other shares acquired.

The Fund will not be subject to Massachusetts income, corporate
excise or franchise taxation as long as it qualifies as a RIC under the
Code.

Special tax rules apply to Individual Retirement Accounts
("IRAs") and shareholders investing through IRAs should consult their tax
advisers for more information. Amounts paid by the Fund to individuals
and certain other shareholders who have not provided the Fund with their
correct taxpayer identification number and certain required certifica-
tions, as well as shareholders with respect to whom the Fund has received
notification from the Internal Revenue Service or a broker, may be subject
to "backup" withholding of Federal income tax from the Fund's dividends
and distributions and the proceeds of redemptions (including repurchases

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<PAGE>

and exchanges) at a rate of 31%. An individual's taxpayer identification
number is generally his or her social security number.

Non-resident alien individuals and certain foreign corporations
and other foreign entities generally will be subject to a U.S. withholding
tax at a rate of 30% on the Fund's distributions from its ordinary income
and the excess of its net short-term capital gain over its net long-term
capital loss, unless the tax is reduced or eliminated by an applicable tax
treaty. Distributions from the excess of the Fund's net long-term capital
gain over its net short-term capital loss received by such shareholders
and any gain from the sale or other disposition of shares of the Fund
generally will not be subject to U.S. Federal income taxation, provided
that non-resident alien status has been certified by the shareholder.
Different U.S. tax consequences may result if the shareholder is engaged
in a trade or business in the United States, is present in the United
States for a sufficient period of time during a taxable year to be treated
as a U.S. resident, or fails to provide any required certifications
regarding status as a non-resident alien investor. Foreign shareholders
should consult their tax advisers regarding the U.S. and foreign tax
consequences of an investment in the Fund.

The foregoing discussion does not describe many of the tax rules
applicable to IRAs nor does it address the special tax rules applicable to
certain other classes of investors, such as other retirement plans, tax-
exempt entities, insurance companies and financial institutions.
Shareholders should consult their own tax advisers with respect to these
or other special tax rules that may apply in their particular situations,
as well as the state, local or foreign tax consequences of investing in
the Fund.

PORTFOLIO SECURITY TRANSACTIONS

Decisions concerning the execution of portfolio security
transactions by the Portfolio, including the selection of the market and
the broker-dealer firm, are made by an Adviser.

An Adviser places the portfolio security transactions of the
Portfolio and of certain other accounts managed by the Advisers for
execution with many broker-dealer firms. An Adviser uses its best efforts
to obtain execution of portfolio transactions at prices which are
advantageous to the Portfolio and (when a disclosed commission is being
charged) at reasonably competitive commission rates. In seeking such
execution, an Adviser will use its best judgment in evaluating the terms
of a transaction, and will give consideration to various relevant factors,
including without limitation the size and type of the transaction, the
general execution and operational capabilities of the broker-dealer, the
nature and character of the market for the security, the confidentiality,
speed and certainty of effective execution required for the transaction,
the reputation, reliability, experience and financial condition of the
broker-dealer, the value and quality of services rendered by the broker-

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<PAGE>

dealer in other transactions, and the reasonableness of the commission, if
any. Transactions on stock exchanges and other agency transactions
involve the payment by the Portfolio of negotiated brokerage commissions.
Such commissions vary among different broker-dealer firms, and a
particular broker-dealer may charge different commissions according to
such factors as the difficulty and size of the transaction and the volume
of business done with such broker-dealer. Transactions in foreign
securities usually involve the payment of fixed brokerage commissions,
which are generally higher than those in the United States. There is
generally no stated commission in the case of securities traded in the
over-the-counter markets, but the price paid or received by the Portfolio
usually includes an undisclosed dealer markup or markdown. In an
underwritten offering the price paid by the Portfolio includes a disclosed
fixed commission or discount retained by the underwriter or dealer.
Although commissions paid on portfolio transactions will, in the judgment
of an Adviser, be reasonable in relation to the value of the services
provided, commissions exceeding those which another firm might charge may
be paid to broker-dealers who were selected to execute transactions on
behalf of the Portfolio and an Adviser's other clients in part for
providing brokerage and research services to an Adviser.

As authorized in Section 28(e) of the Securities Exchange Act of
1934, a broker or dealer who executes a portfolio transaction on behalf of
the Portfolio may receive a commission which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if an Adviser determines in good faith that such commission
was reasonable in relation to the value of the brokerage and research
services provided. This determination may be made on the basis of either
that particular transaction or on the basis of overall responsibilities
which an Adviser and its affiliates have for accounts over which it
exercises investment discretion. In making any such determination, an
Adviser will not attempt to place a specific dollar value on the brokerage
and research services provided or to determine what portion of the
commission should be related to such services. Brokerage and research
services may include advice as to the value of securities, the
advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities;
furnishing analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy and the
performance of accounts; and effecting securities transactions and
performing functions incidental thereto (such as clearance and
settlement); and the "Research Services" referred to in the next
paragraph.

It is a common practice of the investment advisory industry for
the advisers of investment companies, institutions and other investors to
receive research, statistical and quotation services, data, information
and other services, products and materials which assist such advisers in
the performance of their investment responsibilities ("Research Services")
from broker-dealers which execute portfolio transactions for the clients
of such advisers and from third parties with which such broker-dealers

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<PAGE>

have arrangements. Consistent with this practice, an Adviser may receive
Research Services from broker-dealer firms with which the Adviser places
the portfolio transactions of the Portfolio and from third parties with
which these broker-dealers have arrangements. These Research Services may
include such matters as general economic and market reviews, industry and
company reviews, evaluations of securities and portfolio strategies and
transactions and recommendations as to the purchase and sale of securities
and other portfolio transactions, financial, industry and trade
publications, news and information services, pricing and quotation
equipment and services, and research oriented computer hardware, software,
data bases and services. Any particular Research Service obtained through
a broker-dealer may be used by an Adviser in connection with client
accounts other than those accounts which pay commissions to such
broker-dealer. Any such Research Service may be broadly useful and of
value to an Adviser in rendering investment advisory services to all or a
significant portion of its clients, or may be relevant and useful for the
management of only one client's account or of a few clients' accounts, or
may be useful for the management of merely a segment of certain clients'
accounts, regardless of whether any such account or accounts paid
commissions to the broker-dealer through which such Research Service was
obtained. The advisory fee paid by the Portfolio is not reduced because
an Adviser receives such Research Services. An Adviser evaluates the
nature and quality of the various Research Services obtained through
broker-dealer firms and attempts to allocate sufficient commissions to
such firms to ensure the continued receipt of Research Services which the
Adviser believes are useful or of value to it in rendering investment
advisory services to its clients.

Subject to the requirement that an Adviser shall use its best
efforts to seek to execute portfolio security transactions of the
Portfolio at advantageous prices and at reasonably competitive commission
rates or spreads, an Adviser is authorized to consider as a factor in the
selection of any broker-dealer firm with whom Portfolio orders may be
placed the fact that such firm has sold or is selling shares of the Fund
or of other investment companies sponsored by Eaton Vance. This policy is
not inconsistent with a rule of the National Association of Securities
Dealers, Inc., which rule provides that no firm which is a member of the
Association shall favor or disfavor the distribution of shares of any
particular investment company or group of investment companies on the
basis of brokerage commissions received or expected by such firm from any
source.

Securities considered as investments for the Portfolio may also
be appropriate for other investment accounts managed by an Adviser or its
affiliates. An Adviser will attempt to allocate equitably portfolio
transactions among the Portfolio and the portfolios of its other
investment accounts whenever decisions are made to purchase or sell
securities by the Portfolio and one or more of such other accounts
simultaneously. In making such allocations, the main factors to be
considered are the respective investment objectives of the Portfolio and
such other accounts, the relative size of portfolio holdings of the same

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<PAGE>

or comparable securities, the availability of cash for investment by the
Portfolio and such accounts, the size of investment commitments generally
held by the Portfolio and such accounts and the opinions of the persons
responsible for recommending investments to the Portfolio and such
accounts. While this procedure could have a detrimental effect on the
price or amount of the securities available to the Portfolio from time to
time, it is the opinion of the Trustees of the Portfolio that the benefits
available from an Adviser's organization outweigh any disadvantage that
may arise from exposure to simultaneous transactions. For the brokerage
commissions paid by the Portfolio on portfolio transactions, see "Fees and
Expenses" in Part II of this Statement of Additional Information.

OTHER INFORMATION

On August 18, 1992 the Trust changed its name from Eaton Growth
Fund to Eaton Vance Growth Trust. The Trust is a Massachusetts business
trust established in 1989 as the successor to Eaton Vance Growth Fund,
Inc., a Massachusetts corporation which changed its name from Vance,
Sanders Common Stock Fund, Inc. on November 16, 1981. Such name was
changed from Boston Common Stock Fund, Inc. on December 29, 1972. It was
originally organized as a Canadian corporation in 1954, at which time it
was known as Canada General Fund Limited. Eaton Vance, pursuant to its
agreement with the Trust, controls the use of the words "Eaton Vance" in
the Trust's name and may use the words "Eaton Vance" in other connections
and for other purposes.

The Trust's Declaration of Trust may be amended by the Trustees
when authorized by a majority of the outstanding voting securities of the
Trust affected by the amendment. The Trustees may also amend the
Declaration of Trust without the vote or consent of shareholders to change
the name of the Trust or any series or to make such other changes as do
not have a materially adverse effect on the rights or interests of
shareholders or if they deem it necessary to conform the Declaration to
the requirements of Federal laws or regulations. The Trust's by-laws
provide that the Fund will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with any litigation or
proceeding in which they may be involved because of their offices with the
Trust. However, no indemnification will be provided to any Trustee or
officer for any liability to the Trust or its shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office.

Under Massachusetts law, if certain conditions prevail,
shareholders of a Massachusetts business trust (such as the Trust) could
be deemed to have personal liability for the obligations of the Trust.
Numerous investment companies registered under the 1940 Act have been
formed as Massachusetts business trusts, and management is not aware of an
instance where such liability has been imposed. The Trust's Declaration
of Trust contains an express disclaimer of liability on the part of the
Fund shareholders, and the Trust's By-Laws provide that the Trust shall

- 31 -
<PAGE>

assume the defense on behalf of any Fund shareholders. Moreover, the
Trust's By-laws also provide for indemnification out of the property of
the Fund of any shareholder held personally liable solely by reason of
being or having been a shareholder for all loss or expense arising from
such liability. The assets of the Fund are readily marketable and will
ordinarily substantially exceed its liabilities. In light of the nature
of the Fund's business and the nature of its assets, management believes
that the possibility of the Fund's liability exceeding its assets, and
therefore the shareholders's risk of personal liability, is extremely
remote.

As permitted by Massachusetts law, there will normally be no
meetings of shareholders for the purpose of electing Trustees unless and
until such time as less than a majority of the Trustees of the Trust
holding office have been elected by shareholders. In such an event the
Trustees then in office will call a shareholder's meeting for the election
of Trustees. Except for the foregoing circumstances and unless removed by
action of the shareholders in accordance with the Trust's By-Laws, the
Trustees shall continue to hold office and may appoint successor Trustees.

The Trust's By-Laws provide that no person shall serve as a
Trustee if shareholders holding two-thirds of the outstanding shares have
removed him from that office either by a written declaration filed with
the Trust's custodian or by votes cast at a meeting called for that
purpose. The By-Laws further provide that under certain circumstances the
shareholders may call a meeting to remove a Trustee and that the Trust is
required to provide assistance in communicating with shareholders about
such a meeting.

In accordance with the Declaration of Trust of the Portfolio,
there will normally be no meetings of the investors for the purpose of
electing Trustees unless and until such time as less than a majority of
the Trustees holding office have been elected by investors. In such an
event the Trustees of the Portfolio then in office will call an investors'
meeting for the election of Trustees. Except for the foregoing
circumstances and unless removed by action of the investors in accordance
with the Portfolio's Declaration of Trust, the Trustees shall continue to
hold office and may appoint successor Trustees.

The Declaration of Trust of the Portfolio provides that no person
shall serve as a Trustee if investors holding two-thirds of the
outstanding interest have removed him from that office either by a written
declaration filed with the Portfolio's custodian or by votes cast at a
meeting called for that purpose. The Declaration of Trust further
provides that under certain circumstances the investors may call a meeting
to remove a Trustee and that the Portfolio is required to provide
assistance in communicating with investors about such a meeting.

The right to redeem shares of the Fund can be suspended and the
payment of the redemption price deferred when the Exchange is closed
(other than for customary weekend and holiday closings), during periods

- 32 -
<PAGE>

when trading on the Exchange is restricted as determined by the Securities
and Exchange Commission, or during any emergency as determined by the
Commission which makes it impracticable for the Portfolio to dispose of
its securities or value its assets, or during any other period permitted
by order of the Commission for the protection of investors.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Deloitte & Touche LLP, 125 Summer Street, Boston, Massachusetts,
are the independent certified public accountants of the Fund, providing
audit services, tax return preparation, and assistance and consultation
with respect to the preparation of filings with the Securities and
Exchange Commission. Deloitte & Touche, Grand Cayman, Cayman Islands,
British West Indies, are the independent accountants for the Portfolio.

For the financial statements of the Portfolio see "Financial
Statements" in Part II of this Statement of Additional Information.

- 33 -
<PAGE>

Statement of Additional Information
Part II

This Part II provides information about EV Marathon Information
Age Fund. The Fund became a series of the Trust on June 19, 1995.

FEES AND EXPENSES

Adviser
No fees paid to date.

Manager and Administrator
No fees paid to date.

Distribution Plan
The Fund has not made any sales commission payments to the
Principal Underwriter under the Plan to date. The Fund expects to begin
making service fee payments during the quarter ending September 30, 1996.

Principal Underwriter
No fees paid to date.

Custodian
No fees paid to date.

Brokerage
No fees paid to date.

Trustees
The fees and expenses of those Trustees of the Trust and of the
Portfolio who are not members of the Eaton Vance organization (the
noninterested Trustees) are paid by the Fund (and the other series of the
Trust) and the Portfolio, respectively. (The Trustees of the Trust and
the Portfolio who are members of the Eaton Vance organization receive no
compensation from the Trust or the Portfolio.) For the fiscal year ending
July 31, 1996, it is estimated that the noninterested Trustees of the
Trust and the Portfolio will receive the following compensation in their
capacities as Trustees of the Trust and the Portfolio and, during the
first quarter ended March 31, 1995, the noninterested Trustees of the
Trust and the Portfolio earned the following compensation in their
capacities as Trustees of the other funds in the Eaton Vance fund
complex(1):

a-1
<PAGE>

<TABLE>
<CAPTION>
<C>
Total Com-
<C> <C> <C> pensation
Aggregate Aggregate Retirement from Trust
<S> Compensation Compensation Benefit Accrued and Fund
Name from Fund from Portfolio from Fund Complex Complex
----- ------------ -------------- ----------------- ------------
Donald R. Dwight $50 $2,500 $8,750 $33,750
Samuel L. Hayes, 50 2,500 24,886 41,250
III
Norton H. Reamer 50 2,500 0 33,750
John L. Thorndike 50 2,500 0 35,000
Jack L. Treynor 50 2,500 0 35,000
-------------------
(1) The Eaton Vance fund complex consists of 205 registered investment
companies or series thereof.

</TABLE>

PRINCIPAL UNDERWRITER

The Principal Underwriter is a wholly-owned subsidiary of Eaton
Vance. Under the Distribution Agreement the Principal Underwriter acts as
principal in selling shares of the Fund. The expenses of printing copies
of prospectuses used to offer shares to financial service firms
("Authorized Firms") or investors and other selling literature and of
advertising is borne by the Principal Underwriter. The fees and expenses
of qualifying and registering and maintaining qualifications and
registrations of the Fund and its shares under Federal and states
securities laws is borne by the Fund. In addition, the Fund makes
payments to the Principal Underwriter pursuant to its Distribution Plan as
described in the Fund's current prospectus; the provisions of the plan
relating to such payments are included in the Distribution Agreement. The
Distribution Agreement is renewable annually by the Trust's Board of
Trustees (including a majority of its Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest
in the operation of the Fund's Distribution Plan or the Distribution
Agreement), may be terminated on sixty days' notice either by such
Trustees or by vote of a majority of the outstanding voting securities of
the Fund or on six months' notice by the Principal Underwriter and is
automatically terminated upon assignment. The Principal Underwriter
distributes Fund shares on a "best efforts" basis under which it is
required to take and pay for only such shares as may be sold. The Fund
reserves the right to suspend or limit the offering of shares to the
public at any time.

The Fund has authorized the Principal Underwriter to act as its
agent in repurchasing shares and will pay the Principal Underwriter $2.50
for each repurchase transaction handled by the Principal Underwriter. The
Principal Underwriter estimates that the expenses incurred by it in acting

a-2
<PAGE>

as repurchase agent for the Fund will exceed the amounts paid therefor by
the Fund.

DISTRIBUTION PLAN

The Distribution Plan (the "Plan") is described in the Prospectus
and is designed to meet the requirements of Rule 12b-1 under the 1940 Act
and the sales charge rule of the National Association of Securities
Dealers, Inc. (the "NASD Rule"). The purpose of the Plan is to compensate
the Principal Underwriter for its distribution services and facilities
provided to the Fund by paying the Principal Underwriter sales commissions
and a separate distribution fee in connection with sales of Fund shares.
The following supplements the discussion of the Plan contained in the
Fund's Prospectus.

The amount payable by the Fund to the Principal Underwriter
pursuant to the Plan as sales commissions and distribution fees with
respect to each day will be accrued on such day as a liability of the Fund
and will accordingly reduce the Fund's net assets upon such accrual, all
in accordance with generally accepted accounting principles. The amount
payable on each day is limited to 1/365 of .75% of the Fund's net assets
on such day. The level of the Fund's net assets changes each day and
depends upon the amount of sales and redemptions of Fund shares, the
changes in the value of the investments held by the Portfolio, the
expenses of the Fund and the Portfolio accrued and allocated to the Fund
on such day, income on portfolio investments of the Portfolio accrued and
allocated to the Fund on such day, and any dividends and distributions
declared on Fund shares. The Fund does not accrue possible future
payments as a liability of the Fund or reduce the Fund's current net
assets in respect of unknown amounts which may become payable under the
Plan in the future because the standards for accrual of a liability under
such accounting principles have not been satisfied.

The Plan provides that the Fund will receive all contingent
deferred sales charges and will make no payments to the Principal
Underwriter in respect of any day on which there are no outstanding
Uncovered Distribution Charges of the Principal Underwriter. Contingent
deferred sales charges and accrued amounts will be paid by the Fund to the
Principal Underwriter whenever there exist Uncovered Distributions Charges
under the Plan.

Periods with a high level of sales of Fund shares accompanied by
a low level of early redemptions of Fund shares resulting in the
imposition of contingent deferred sales charges will tend to increase the
time during which there will exist Uncovered Distribution Charges of the
Principal Underwriter. Conversely, periods with a low level of sales of
Fund shares accompanied by a high level of early redemptions of Fund
shares resulting in the imposition of contingent deferred sales charges
will tend to reduce the time during which there will exist Uncovered
Distribution Charges of the Principal Underwriter.

In calculating daily the amount of uncovered distribution
charges, distribution charges will include the aggregate amount of sales

a-3
<PAGE>

commissions and distribution fees theretofore paid plus the aggregate
amount of sales commissions and distribution fees which the Principal
Underwriter is entitled to be paid under the Plan since its inception.
Payments theretofore paid or payable under the Plan by the Fund to the
Principal Underwriter and contingent deferred sales charges theretofore
paid or payable to the Principal Underwriter will be subtracted from such
distribution charges; if the result of such subtraction is positive, a
distribution fee (computed at 1% over the prime rate then reported in The
Wall Street Journal) will be computed on such amount and added thereto,
with the resulting sum constituting the amount of uncovered distribution
charges with respect to such day. The amount of outstanding uncovered
distribution charges of the Principal Underwriter calculated on any day
does not constitute a liability recorded on the financial statements of
the Fund.

The amount of uncovered distribution charges of the Principal
Underwriter at any particular time depends upon various changing factors,
including the level and timing of sales of Fund shares, the nature of such
sales (i.e. whether they result from exchange transactions, reinvestments
or from cash sales through Authorized Firms), the level and timing of
redemptions of Fund shares upon which a contingent deferred sales charge
will be imposed, the level and timing of redemptions of Fund shares upon
which no contingent deferred sales charge will be imposed (including
redemptions involving exchanges of Fund shares for shares of another fund
in the Eaton Vance Marathon Group of Funds which result in a reduction of
uncovered distribution charges), changes in the level of the net assets of
the Fund, and changes in the interest rate used in the calculation of the
distribution fee under the Plan.

As currently implemented by the Trustees, the Plan authorizes
payments of sales commissions and distribution fees to the Principal
Underwriter and service fees to the Principal Underwriter and Authorized
Firms which may be equivalent, on an aggregate basis during any fiscal
year of the Fund, to 1% of the Fund's average daily net assets for such
year. For the sales commission and service fee payments made by the Fund
and the outstanding uncovered distribution charges of the Principal
Underwriter, see "Fees and Expenses - Distribution Plan" in this Part II.
The Fund believes that the combined rate of all these payments may be
higher than the rate of payments made under distribution plans adopted by
many other investment companies pursuant to Rule 12b-1. Although the
Principal Underwriter will use its own funds (which may be borrowed from
banks) to pay sales commissions at the time of sale, it is anticipated
that the Eaton Vance organization will profit by reason of the operation
of the Plan through an increase in the Fund's assets (thereby increasing
the management fee payable to Eaton Vance by the Fund and the administra-
tion fee payable to Eaton Vance by the Portfolio) resulting from sale of
Fund shares and through the sales commissions and distribution fees and
contingent deferred sales charges paid to the Principal Underwriter. The
Eaton Vance organization may be considered to have realized a profit in
distributing shares of the Fund if at any point in time the aggregate
amounts theretofore received by the Principal Underwriter from the Fund
pursuant to the Plan and from contingent deferred sales charges have
exceeded the total expenses theretofore incurred by such organization in

a-4
<PAGE>

distributing shares of the Fund. Total expenses for this purpose will
include an allocable portion of the overhead costs of such organization
and its branch offices, which costs will include without limitation
leasing expense, depreciation of building and equipment, utilities,
communication and postage expense, compensation and benefits of personnel,
travel and promotional expense, stationery and supplies, literature and
sales aids, interest expense, data processing fees, consulting and
temporary help costs, insurance, taxes other than income taxes, legal and
auditing expense and other miscellaneous overhead items. Overhead is
calculated and allocated for such purpose by the Eaton Vance organization
in a manner deemed equitable to the Fund.

The provisions of the Plan relating to payments of sales
commissions and distribution fees to the Principal Underwriter are also
included in the Distribution Agreement between the Trust on behalf of the
Fund and the Principal Underwriter. Pursuant to Rule 12b-1, the Plan has
been approved by the Fund's initial sole shareholder (Eaton Vance
Management) and by the Board of Trustees of the Trust as required by Rule
12b-1. The Plan provides that it shall continue in effect through and
including April 28, 1996, and shall continue in effect indefinitely
thereafter for so long as such continuance is approved at least annually
by the vote of both a majority of (i) the Trustees of the Trust who are
not interested persons of the Trust and who have no direct or indirect
financial interest in the operation of the Plan or any agreements related
to the Plan (the "Rule 12b-1 Trustees") and (ii) all of the Trustees then
in office, and the Distribution Agreement contains a similar provision.
The Plan and the Distribution Agreement may each be terminated at any time
by vote of a majority of the Rule 12b-1 Trustees, or by a vote of a
majority of the outstanding voting securities of the Fund. Under the Plan
the President or a Vice President of the Trust shall provide to the
Trustees for their review, and the Trustees shall review at lease
quarterly, a written report of the amount expended under the Plan and the
purposes for which such expenditures were made. The Plan may not be
amended to increase materially the payments described therein without
approval of the shareholders of the Fund, and all material amendments of
the Plan must also be approved by the Trustees as required by Rule 12b-1.
So long as the Plan is in effect, the selection and nomination of Trustees
who are not interested persons of the Trust shall be committed to the
discretion of the Trustees who are not such interested persons.

The Trustees of the Trust believe that the Plan will be a
significant factor in the expected growth of the Fund's assets, and will
result in increased investment flexibility and advantages which will
benefit the Fund and its shareholders. Payments for sales commissions and
distribution fees made to the Principal Underwriter under the Plan will
compensate the Principal Underwriter for its services and expenses in
distributing shares of the Fund. Service fee payments made to Authorized
Firms under the Plan would provide incentives to provide continuing
personal services to investors and the maintenance of shareholder
accounts. By providing incentives to the Principal Underwriter and
Authorized Firms, the Plan is expected to result in the maintenance of,
and possible future growth in, the assets of the Fund. Based on the
foregoing and other relevant factors, the Trustees of the Trust have

a-5
<PAGE>

determined that in their judgment there is a reasonable likelihood that
the Plan will benefit the Fund and its shareholders.

ADDITIONAL TAX MATTERS

The Fund intends to qualify as a RIC under the Code for the
taxable year ending July 31, 1996.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of June 2, 1995, Eaton Vance owned one share of the Fund,
being the only share of the Fund outstanding on such date. Eaton Vance is
a Massachusetts business trust and a wholly-owned subsidiary of EVC.

a-6
<PAGE>

Financial Statements

INFORMATION AGE PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 2, 1995

Assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . $100,010
Deferred organization expenses . . . . . . . . . . . . . . 6,250
--------
Total assets . . . . . . . . . . . . . . . . . $106,260

Liabilities:
Accrued organization expenses . . . . . . . . . . . . . . 6,250
-------
Net assets . . . . . . . . . . . . . . . . . . . . . . . $100,010
--------

NOTES:
(1) Information Age Portfolio (the "Portfolio") was organized as a
New York Trust on June 1, 1995 and has been inactive since that
date, except for matters relating to its organization and
registration as an investment company under the Investment
Company Act of 1940 and the sale of interests therein at the
purchase price of $100,000 to Eaton Vance Management and the sale
of interest therein at the purchase price of $10 to Boston
Management & Research (the "Initial Interests").
(2) Organization expenses are being deferred and will be
amortized on a straight-line basis over a period not to
exceed five years, commencing on the effective date of
the Portfolio's initial offering of its interests. The
amount paid by the Portfolio on any withdrawal by the
holders of the Initial Interests of any of the respective
Initial Interests will be reduced by a portion of any
unamortized organization expenses, determined by the
proportion of the amount of the Initial Interests
withdrawn to the Initial Interests then outstanding.
(3) At 4:00 p.m., New York City time, on each business day of
the Portfolio, the value of an investor's interest in the
Portfolio is equal to the product of (1) the aggregate
net asset value of the Portfolio multiplied by (ii) the
percentage representing that investor's share of the
aggregate interest in the Portfolio effective for that
day.

a-7
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Trustees and Investors of
Information Age Portfolio:

We have audited the accompanying statement of assets and liabili-
ties of Information Age Portfolio (a New York Trust) as of June 2, 1995.
This financial statement is the responsibility of the Trust's management.
Our responsibility is to express an opinion on this financial statement
based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statement
is free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, such statement of assets and liabilities presents
fairly, in all material respects, the financial position of Information
Age Portfolio as of June 2, 1995, in conformity with generally accepted
accounting principles.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
June 5, 1995

a-8
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
SPONSOR AND MANAGER OF EV MARATHON EV MARATHON
INFORMATION AGE FUND
Administrator of Information Age Information Age
Portfolio
Eaton Vance Management Fund
24 Federal Street
Boston, MA 02110

CO-ADVISER OF INFORMATION AGE PORTFOLIO
Boston Management and Research
24 Federal Street
Boston, MA 02110

CO-ADVISER OF INFORMATION AGE PORTFOLIO
Lloyd George Investment Management
(Bermuda) Limited
3808 One Exchange Square
Central, Hong Kong

PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(800) 225-6265

CUSTODIAN STATEMENT OF ADDITIONAL
Investors Bank & Trust Company
24 Federal Street INFORMATION
Boston, MA 02110

TRANSFER AGENT
The Shareholder Services Group, Inc. August 23, 1995
BOS725
P.O. Box 1559
Boston, MA 02104
(800) 262-1122

AUDITORS
Deloitte & Touche LLP
125 Summer Street
Boston, MA 02110

EV Marathon Information Age Fund
24 Federal Street
Boston, MA 02110

</TABLE>
<PAGE>

Statement of Additional Information
Part II

This Part II provides information about EV TRADITIONAL
INFORMATION AGE FUND. The Fund became a series of the Trust on June 19,
1995.

FEES AND EXPENSES

Adviser
No fees paid to date.

Manager and Administrator
No fees paid to date.

Principal Underwriter
No fees paid to date.

Custodian
No fees paid to date.

Brokerage
No fees paid to date.

a-1
<PAGE>

<C>
Total Com-
<C> <C> <C> pensation
Aggregate Aggregate Retirement from Trust
<S> Compensation Compensation Benefit Accrued and Fund
Name from Fund from Portfolio from Fund Complex Complex
----- ------------ -------------- ----------------- ------------
Donald R. Dwight $50 $2,500 $8,750 $33,750
Samuel L. Hayes, 50 2,500 24,886 41,250
III
Norton H. Reamer 50 2,500 0 33,750
John L. Thorndike 50 2,500 0 35,000
Jack L. Treynor 50 2,500 0 35,000
-------------------
(1) The Eaton Vance fund complex consists of 205 registered investment
companies or series thereof.

</TABLE>

SERVICES FOR ACCUMULATION

The following services are voluntary, involve no extra charge,
other than the sales charge included in the offering price, and may be
changed or discontinued without penalty at any time.

INVEST-BY-MAIL-FOR PERIODIC SHARE ACCUMULATION. Once the $1,000
minimum investment has been made, checks of $50 or more payable to the
order of EV Traditional Information Age Fund may be mailed directly to The
Shareholder Services Group, Inc., BOS725, P.O. Box 1559, Boston, MA 02104
at any time. The name of the shareholder of the Fund and the account
number should accompany each investment.

BANK AUTOMATED INVESTING - FOR REGULAR SHARE ACCUMULATION. Cash
investments of $50 or more may be made automatically each month or quarter
from the shareholder's bank account. The $1,000 minimum initial
investment is waived for Bank Automated Investing accounts.

INTENDED QUANTITY INVESTMENT - STATEMENT OF INTENTION. If it is
anticipated that $100,000 or more of Fund shares and shares of the other
continuously offered open-end funds listed under "The Eaton Vance Exchange
Privilege" in the Prospectus will be purchased within a 13-month period, a
Statement of Intention should be signed so that shares may be obtained at
the same reduced sales charge as though the total quantity were invested
in one lump sum. Shares held under the Right of Accumulation (see below)
as of the date of the Statement will be included toward the completion of
the Statement. The Statement authorizes the Fund's transfer agent to hold
in escrow sufficient shares (5% of the dollar amount specified in the
Statement) which can be redeemed to make up any difference in sales charge
on the amount intended to be invested and the amount actually invested.
Execution of a Statement does not obligate the shareholder to purchase or
the Fund to sell the full amount indicated in the Statement, and should
the amount actually purchased during the 13-month period be more or less

a-2
<PAGE>

than that indicated on the Statement, price adjustments will be made
accordingly. For sales charges and other information on quantity
purchases, see "How to Buy Fund Shares" in the Prospectus. Any investor
considering signing a Statement of Intention should read it carefully.

RIGHT OF ACCUMULATION - CUMULATIVE QUANTITY DISCOUNT. The
applicable sales charge level for the purchase of Fund shares is
calculated by taking the dollar amount of the current purchase and adding
it to the value (calculated at the maximum current offering price) of the
shares the shareholder owns in his or her account(s) in the Fund and in
the other continuously offered open-end funds listed under "The Eaton
Vance Exchange Privilege" in the Prospectus. The sales charge on the
shares being purchase will then be at the rate applicable to the
aggregate. For example, if the shareholder owned shares valued at $80,000
of the Fund and purchased an additional $20,000 of Fund shares, the sales
charge for the $20,000 purchase would be at the rate of 3.75% of the
offering price (3.90% of the net amount invested), which is the rate
applicable to single transactions of $100,000. For sales charges on
quantity purchases, see "How to Buy Fund Shares" in the Prospectus.
Shares purchased (i) by an individual, his or her spouse and their
children under the age of twenty-one and (ii) by a trustee, guardian or
other fiduciary of a single trust estate or a single fiduciary account,
will be combined for the purpose of determining whether a purchase will
qualify for the Right of Accumulation and if qualifying, the applicable
sales charge level.

For any such discount to be made available, at the time of
purchase a purchaser or any financial service firm ("Authorized Firm")
which has an agreement with Eaton Vance Distributors, Inc. (the "Principal
Underwriter") must provide the Principal Underwriter (in the case of a
purchase made through an Authorized Firm) or the Fund's transfer agent (in
the case of an investment made by mail) with sufficient information to
permit verification that the purchase order qualifies for the accumulation
privilege. Confirmation of the order is subject to such verification.
The Right of Accumulation privilege may be amended or terminated at any
time as to purchases occurring thereafter.

PRINCIPAL UNDERWRITER

Shares of the Fund may be continuously purchased at the public
offering price through Authorized Firms. The Principal Underwriter is a
wholly-owned subsidiary of Eaton Vance. The public offering price is the
net asset value next computed after receipt of the order, plus, where
applicable, a variable percentage sales charge depending upon the amount
of purchase as indicated by the sales charge table set forth in the
Prospectus. Such table is applicable to purchases of the Fund alone or in
combination with purchases of certain other funds offered by the Principal
Underwriter, made at a single time by (i) an individual, or an individual,
his or her spouse and their children under the age of twenty-one,
purchasing shares for his or her or their own account; and (ii) a trustee
or other fiduciary purchasing shares for a single trust estate or a single
fiduciary account. The table is also presently applicable to (1)

a-3
<PAGE>

purchases of Fund shares, alone or in combination with purchases of any of
the other funds offered by the Principal Underwriter through one dealer
aggregating $100,000 or more made by any of the persons enumerated above
within a thirteen-month period starting with the first purchase pursuant
to a written Statement of Intention, in the form provided by the Principal
Underwriter, which includes provisions for a price adjustment depending
upon the amount actually purchased within such period (a purchase not made
pursuant to such Statement may be included thereunder if the Statement if
filed within 90 days of such purchase); or (2) purchases of the Fund
pursuant to the Right of Accumulation and declared as such at the time of
purchase.

Subject to the applicable provisions of the 1940 Act, the Fund
may issue shares at net asset value in the event that an investment
company (whether a regulated or private investment company or a personal
holding company) is merged or consolidated with or acquired by the Fund.
Normally no sales charges will be paid in connection with an exchange of
Fund shares for the assets of such investment company.

Shares may be sold at net asset value to any officer, director,
trustee, general partner or employee of the Fund, the Portfolio or any
investment company for which Eaton Vance or BMR acts as investment
adviser, any investment advisory, agency, custodial or trust account
managed or administered by Eaton Vance or by any parent, subsidiary or
other affiliate of Eaton Vance, or any officer, director, trustee or
employee of any parent, subsidiary or other affiliate of Eaton Vance. The
terms "officer," "director," "trustee," "general partner" or "employee" as
used in this paragraph include any such person's spouse and minor
children, and also retired officers, directors, trustees, general partners
and employees and their spouses and minor children. Shares may also be
sold at net asset value to registered representatives and employees of
certain investment dealers and to such person's spouses and children under
the age of 21 and their beneficial accounts.

The Fund reserves the right to suspend or limit the offering of
shares to the public at any time.

The Principal Underwriter acts as principal in selling shares of
the Fund under the distribution agreement with the Fund. The distribution
agreement is renewable annually by the Trust's Board of Trustees
(including a majority of its Trustees who are not interested persons of
the Principal Underwriter or the Trust), may be terminated on six months'
notice by either party, and is automatically terminated upon assignment.
The Principal Underwriter distributes Fund shares on a "best efforts"
basis under which it is required to take and pay for only such shares as
may be sold. The Principal Underwriter allows Authorized Firms discounts
from the applicable public offering price which are alike for all
Authorized Firms. See "How to Buy Fund Shares" in the Prospectus for the
discounts allowed to Authorized Firms. The Principal Underwriter may
allow, upon notice to all Authorized Firms, discounts up to the full sales
charge during the periods specified in the notice. During periods when
the discount includes the full sales charge, such Authorized Firms may be

a-4
<PAGE>

deemed to be underwriters as that term is defined in the Securities Act of
1933.

DISTRIBUTION PLAN

As described in the Prospectus, in addition to the fees and
expenses described herein, the Fund finances distribution activities and
bears expenses associated with the distribution of its shares and the
provision of certain personal and account maintenance services to
shareholders pursuant to a distribution plan (the "Plan") designed to meet
the requirements of Rule 12b-1 under the 1940 Act.

Pursuant to such Rule, the Plan has been approved by the initial
sole shareholder of the Fund and by the Board of Trustees of the Trust
(including a majority of those Trustees who are not interested persons of
the Trust and who have no direct or indirect financial interest in the
operation of the Plan). Under the Plan, the President or a Vice President
of the Trust shall provide to the Trustees for their review, and the
Trustees shall review at least quarterly, a written report of the amounts
expended under the Plan and the purposes for which such expenditures were
made. The Plan remains in effect from year to year provided such
continuance is approved at least annually by a vote of the Board of
Trustees and by a majority of those Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest
in the operation of the Plan. The Plan may not be amended to increase
materially the payments described therein without approval of the
shareholders of the Fund, and all material amendments of the Plan must
also be approved by the Trustees in the manner described above. The Plan
may be terminated at any time by vote of a majority of the Trustees who
are not interested persons of the Trust and who have no direct or indirect
financial interest in the operation of the Plan or by a vote of a majority
of the outstanding voting securities of the Fund. If the Plan is
terminated or not continued in effect, the Fund has no obligation to
reimburse the Principal Underwriter for amounts expended by the Principal
Underwriter in distributing shares of the Fund. So long as the Plan is in
effect, the selection and nomination of Trustees who are not interested
persons of the Trust shall be committed to the discretion of the Trustees
who are not such interested persons. The Trustees have determined that in
their judgment there is a reasonable likelihood that the Plan will benefit
the Fund and its shareholders.

The Plan is intended to compensate the Principal Underwriter for
its distribution services to the Fund by paying the Principal Underwriter
monthly distribution fees in connection with the sale of shares of the
Fund. The quarterly service fee paid by the Fund under the Plan is

a-5
<PAGE>

intended to compensate the Principal Underwriter for its personal and
account maintenance services and for the payment by the Principal
Underwriter of service fees to Authorized Firms.

ADDITIONAL TAX MATTERS

The Fund intends to qualify as a RIC under the Code for the
taxable year ending July 31, 1996.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

a-6
<PAGE>

Financial Statements

INFORMATION AGE PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 2, 1995

Assets:
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100,010
Deferred organization expenses . . . . . . . . . . . . . . . . . 6,250
--------
Total assets . . . . . . . . . . . . . . . . . . . . . $106,260

Liabilities:
Accrued organization expenses . . . . . . . . . . . . . . . . . . 6,250
--------
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $100,010
--------

a-7
<PAGE>

INDEPENDENT AUDITORS' REPORT

TO THE TRUSTEES AND INVESTORS OF
Information Age Portfolio:

We have audited the accompanying statement of assets and
liabilities of Information Age Portfolio (a New York Trust) as of June 2,
1995. This financial statement is the responsibility of the Trust's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
June 5, 1995

a-8
<PAGE>

<TABLE>
<CAPTION>
<S> <C>
SPONSOR AND MANAGER OF EV TRADITIONAL EV Traditional
INFORMATION AGE FUND
Administrator of Information Age Information Age Fund
Portfolio
Eaton Vance Management
24 Federal Street
Boston, MA 02110
EV TRADITIONAL
CO-ADVISER OF INFORMATION AGE PORTFOLIO INFORMATION AGE FUND
Boston Management and Research
24 Federal Street
Boston, MA 02110

CO-ADVISER OF INFORMATION AGE PORTFOLIO
Lloyd George Investment Management
(Bermuda) Limited
3808 One Exchange Square
Central, Hong Kong

PRINCIPAL UNDERWRITER
Eaton Vance Distributors, Inc.
24 Federal Street
Boston, MA 02110
(800) 225-6265

CUSTODIAN STATEMENT OF ADDITIONAL
Investors Bank & Trust Company
24 Federal Street INFORMATION
Boston, MA 02110

TRANSFER AGENT
The Shareholder Services Group, Inc. August 23, 1995
BOS725
P.O. Box 1559
Boston, MA 02104
(800) 262-1122

AUDITORS
Deloitte & Touche LLP
125 Summer Street
Boston, MA 02110

EV Traditional Information Age Fund
24 Federal Street
Boston, MA 02110

</TABLE>
<PAGE>

PART C

OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

Included in Part A:

FOR EV MARATHON INFORMATION AGE FUND:
Not Applicable

FOR EV TRADITIONAL INFORMATION AGE FUND:
Not Applicable

Included in Part B:

FOR EV MARATHON INFORMATION AGE FUND:
FOR EV TRADITIONAL INFORMATION AGE FUND:

Financial Statements for Information Age Portfolio:
Statement of Assets and Liabilities as of June 2, 1995
Independent Auditors' Report

(b) Exhibits:

<TABLE>
<CAPTION>
<S> <C> <C>
(1)(a)Declaration of Trust dated May Filed herewith.
25, 1989.
(b)Amendment to the Declaration Filed herewith
of Trust dated August 18,
1992.
(c)Establishment and Designation Filed as Exhibit (1)(c) to
of Series of Shares dated Post-Effective Amendment
August 18, 1992. No. 43 and incorporated
herein by reference.
(d)Amendment and Restatement of Filed as Exhibit (1)(d) to
Establishment and Designation Post-Effective Amendment
of Series of Shares dated No. 44 and incorporated
October 6, 1992. herein by reference.
(e)Amendment and Restatement of Filed as Exhibit (1)(e) to
Establishment and Designation Post-Effective Amendment
of Series of Shares dated No. 49 and incorporated
March 31, 1993 herein by reference.
(f)Amendment and Restatement of Filed as Exhibit (1)(f) to
Establishment and Designation Post-Effective Amendment
of Series of Shares dated No. 51 and incorporated
December 17, 1993. herein by reference.

c-1
<PAGE>

(g)Amendment and Restatement of Filed as Exhibit (1)(g) to
Establishment and Designation Post-Effective Amendment
of Series of Shares dated July No. 55 and incorporated
27, 1994. herein by reference.
(h)Form of Amendment and Filed herewith.
Restatement of Establishment
and Designation of Series of
Shares.
(2)(a)By-Laws Filed as Exhibit (2) to
Post-Effective Amendment
No. 39 and incorporated
herein by reference.
(b)Amendment to By-Laws dated Filed as Exhibit (2)(b) to
December 13, 1993. Post-Effective Amendment
Nof. 51 and incorporated
herein by reference.
(3) Not applicable
(4) Not applicable
(5)(a)Investment Advisory Agreement Filed as Exhibit (5) to
with Eaton Vance Management Post-Effective Amendment
dated November 1, 1990. No. 41 and incorporated
herein by reference.
(b)Management Contract with Eaton Filed as Exhibit (5)(b) to
Vance Management for Eaton Post-Effective Amendment
Vance Greater China Growth No. 47 and incorporated
Fund. herein by reference.
(c)Management Contract with Eaton Filed as Exhibit (5(c) to
Vance Management for EV Post-Effective Amendment
Marathon Greater China Growth No. 49 and incorporated
Fund dated June 7, 1993. herein by reference.
(d)Management Contract with Eaton Filed as Exhibit (5)(d) to
Vance Management for EV Post-Effective Amendment
Classic Greater China Growth No. 53 and incorporated
Fund dated December 17, 1993. herein by reference.
(e)Form of Management Contract Filed herewith
with Eaton Vance Management
for EV Marathon Information
Age Fund.
(f)Form of Management Contract Filed herewith
with Eaton Vance Management
for EV Traditional Information
Age Fund.
(6)(a)(1)Distribution Agreement with Filed as Exhibit (6)(a) to
Eaton Vance Distributors, Inc. Post-Effective Amendment
dated August 30, 1989. No. 41 and incorporated
herein by reference.
(a)(2)Distribution Agreement with Filed as Exhibit (6)(a)(2)
Eaton Vance Distributors, Inc. to Post-Effective Amendment
for Eaton Vance Greater China No. 47 and incorporated
Growth Fund. herein by reference.

c-2
<PAGE>

(a)(3)Distribution Agreement with Filed as Exhibit (6)(a)(3)
Eaton Vance Distributors, Inc. to Post-Effective Amendment
for EV Marathon Greater China No. 49 and incorporated
Growth Fund dated June 7, herein by reference.
1993.
(a)(4)Distribution Agreement with Filed as Exhibit (6)(a)(4)
Eaton Vance Distributors, Inc. to Post-Effective Amendment
for EV Classic Greater China No. 53 and incorporated
Growth Fund. herein by reference.
(a)(5)Distribution Agreement with Filed as Exhibit (6)(a)(5)
Eaton Vance Distributors, Inc. to Post-Effective Amendment
for EV Classic Growth Fund. No. 55 and incorporated
herein by reference.
(a)(6)Distribution Agreement with Filed as Exhibit (6)(a)(6)
Eaton Vance Distributors, Inc. to Post-Effective Amendment
for EV Marathon Growth Fund. No. 55 and incorporated
herein by reference.
(a)(7)Form of Distribution Agreement Filed herewith.
with Eaton Vance Distributors,
Inc. for EV Marathon
Information Age Fund.
(a)(8)Form of Distribution Agreement Filed herewith.
with Eaton Vance Distributors,
Inc. for EV Traditional
Information Age Fund.
(b) Selling Group Agreement Filed as Exhibit (6)(b) to
between Eaton Vance Post-Effective Amendment
Distributors, Inc. and No. 55 and incorporated
Authorized Firms. herein by reference.
(c) Schedule of Dealer Discounts Filed as Exhibit (6)(c) to
and Sales Charges Post-Effective Amendment
No. 55 and incorporated
herein by reference.
(7) Not applicable
(8) Custodian Agreement with Filed as Exhibit (8) to
Investors Bank & Trust Company Post-Effective Amendment
dated December 17, 1990. No. 42 and incorporated
herein by reference.
(9)(a)Administrative Services Filed as Exhibit (9)(a) to
Agreement with Eaton Vance Post-Effective Amendment
Management for EV Traditional No. 55 and incorporated
Growth Fund. herein by reference.
(b)Administrative Services Filed as Exhibit (9)(b) to
Agreement with Eaton Vance Post-Effective Amendment
Management for EV Classic No. 55 and incorporated
Growth Fund. herein by reference.
(c)Administrative Services Filed as Exhibit (9)(c) to
Agreement with Eaton Vance Post-Effective Amendment
Management for EV Marathon No. 55 and incorporated
Growth Fund. herein by reference.
(10) Not applicable

c-3
<PAGE>

(11) Consent of Independent Filed herewith
Auditors for Information Age
Portfolio.
(12) Not applicable
(13) Not applicable
(14) (1)Vance, Sanders Profit Sharing Filed as Exhibit (8)(b)(1)
Retirement Plan for Self- to Post-Effective Amendment
Employed Persons with Adoption No. 28 and incorporated
Agreement and Instructions. herein by reference.
(2)Eaton & Howard, Vance Sanders Filed as Exhibit (14)(2) to
Defined Contribution Prototype Post-Effective Amendment
Plan and Trust with Adoption No. 29 and incorporated
Agreements: herein by reference.
(1) Basic Profit-Sharing
Retirement Plan.
(2) Basic Money Purchase
Pension Plan
(3) Thirft Plan Qualifying as
Profit-Sharing Plan.
(4) Thrift Plan Qualifying as
Money Purchase Plan.
(5) Integrated Profit-Sharing
Retirement Plan.
(6) Integrated Money Purchase
Pension Plan.
(3)Individual Retirement Filed as Exhibit 18 to
Custodian Account (Form 5305A) Post-Effective Amendment
and Instructions No. 24 on Form S-5, File
#2-22019 and incorporated
herein by reference.
(15)(a)Service Plan dated July 7, Filed as Exhibit (15)(a) to
1993 pursuant to Rule 12b-1 Post-Effective Amendment
under the Investment Company No. 49 and incorporated
Act of 1940 for EV Traditional herein by reference.
Growth Fund.
(b)Distribution Plan pursuant to Filed as Exhibit (15)(b) to
Rule 12b-1 under the Post-Effective Amendment
Investment Company Act of 1940 No. 47 and incorporated
for Eaton Vance Greater China herein by reference.
Growth Fund.
(c)Distribution Plan pursuant to Filed as Exhibit (15)(c) to
Rule 12b-1 under the Post-Effective Amendment
Investment Company Act of 1940 No. 49 and incorporated
for EV Marathon Greater China herein by reference.
Growth Fund dated June 7,
1993.
(d)Distribution Plan pursuant to Filed as Exhibit (15)(d) to
Rule 12b-1 under the Post-Effective Amendment
Investment Company Act of 1940 No. 49 and incorporated
for EV Classic Greater China herein by reference.
Growth Fund.

c-4
<PAGE>

(e)Distribution Plan for EV Filed as Exhibit (15)(3) to
Classic Growth Fund pursuant Post-Effective Amendment
to Rule 12b-1 under the No. 55 and incorporated
Investment Company Act of herein by reference.
1940.
(f)Distribution Plan for EV Filed as Exhibit (15)(f) to
Marathon Growth Fund pursuant Post-Effective Amendment
to Rule 12b-1 under the No. 55 and incorporated
Investment Company Act of herein by reference.
1940.
(g)Form of Distribution Plan for Filed herewith.
Eaton Vance Growth Trust
pursuant to Rule 12b-1 under
the Investment Company Act of
1940 on behalf of EV Marathon
Information Age Fund.
(h)Form of Distribution Plan for Filed herewith.
Eaton Vance Growth Trust
pursuant to Rule 12b-1 under
the Investment Company Act of
1940 on behalf of EV
Traditional Information Age
Fund.
(16) Schedule for Computation of Not applicable.
Performance Quotations.
(17)(a)Power of Attorney dated Filed as Exhibit (17)(a) to
December 20, 1993 for Eaton Post-Effective Amendment
Vance Growth Trust. No. 51 and incorporated
herein by reference.
(b)Power of Attorney dated March Filed as Exhibit (17)(b) to
30, 1993 for Greater China Post-Effective Amendment
Growth Portfolio. No. 49 and incorporated
herein by reference.
(c)Power of Attorney dated Filed as Exhibit (17)(c) to
May 18, 1994 for Growth Post-Effective Amendment
Portfolio. No. 53 and incorporated
herein by reference.

</TABLE>

Item 25.PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT2

Not applicable

Item 26.NUMBER OF HOLDERS OF SECURITIES

c-5
<PAGE>

(2)
Number of Record
Holders as of
(1) May 31, 1995
Title of Class ----------------
--------------- -
<S> <C>
Shares of beneficial interest without par value
EV Traditional Growth Fund 11,400
EV Marathon Growth Fund 83
EV Classic Growth Fund 13
EV Traditional Greater China Growth Fund -0-
EV Marathon Greater China Growth Fnd 29,709
EV Classic Greater China Growth Fund 1,273

EV Marathon Information Age Fund -0-
EV Traditional Information Age Fund -0-
</TABLE>

Item 27. Indemnification

No change from the information set forth in Item 27 of Form N-1A,
filed as Post-Effective Amendment No. 41 to the Registration Statement
under the Securities Act of 1933 and Amendment No. 14 to the Registration
Statement under the Investment Company Act of 1940, which information is
incorporated herein by reference.

Registrant's Trustees and officers are insured under a standard
mutual fund errors and omissions insurance policy covering loss incurred
by reason of negligent errors and omissions committed in their capacities
as such.

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Reference is made to the information set forth under the caption
"Management of the Fund" or "Investment Adviser and Administrator" in the
Statement of Additional Information, which information is incorporated
herein by reference.

Item 29. PRINCIPAL UNDERWRITER

(a) Registrant's principal underwriter, Eaton Vance
Distributors, Inc., a wholly-owned subsidiary of Eaton
Vance Management, is the principal underwriter for each
of the investment companies named below:

c-6
<PAGE>

EV Classic Alabama Tax Free Fund EV Classic New Jersey Tax Free
EV Classic Arizona Tax Free Fund Fund
EV Classic Arkansas Tax Free Fund EV Classic New York Limited
EV Classic California Limited Maturity Tax Free Fund
Maturity Tax Free Fund EV Classic New York Tax Free
EV Classic California Municipals Fund
Fund EV Classic North Carolina Tax
EV Classic Colorado Tax Free Fund Free Fund
EV Classic Connecticut Limited EV Classic Ohio Limited Maturity
Maturity Tax Free Fund Tax Free Fund
EV Classic Connecticut Tax Free Fund EV Classic Ohio Tax Free Fund
EV Classic Florida Insured Tax EV Classic Oregon Tax Free Fund
Free Fund EV Classic Pennsylvania Limited
EV Classic Florida Limited Maturity Maturity Tax Free Fund
Tax Free Fund EV Classic Pennsylvania Tax Free
EV Classic Florida Tax Free Fund Fund
EV Classic Georgia Tax Free Fund EV Classic Rhode Island Tax Free
EV Classic Government Obligations Fund
Fund EV Classic Strategic Income Fund
EV Classic Greater China Growth EV Classic South Carolina Tax
Fund Free Fund
EV Classic Growth Fund EV Classic Special Equities Fund
EV Classic Hawaii Tax Free Fund EV Classic Senior Floating-Rate
EV Classic High Income Fund Fund
EV Classic Investors Fund EV Classic Stock Fund
EV Classic Kansas Tax Free Fund EV Classic Tennessee Tax Free
EV Classic Kentucky Tax Free Fund
Fund EV Classic Texas Tax Free Fund
EV Classic Louisiana Tax Free EV Classic Total Return Fund
Fund EV Classic Virginia Tax Free
EV Classic Maryland Tax Free Fund
Fund EV Classic West Virginia Tax
EV Classic Massachusetts Limited Free Fund
Maturity Tax Free Fund EV Marathon Alabama Tax Free
EV Classic Massachusetts Tax Fund
Free Fund EV Marathon Arizona Limited
EV Classic Michigan Limited Maturity Tax Free Fund
Maturity Tax Free Fund EV Marathon Arizona Tax Free
EV Classic Michigan Tax Free Fund
Fund EV Marathon Arkansas Tax Free
EV Classic Minnesota Tax Free Fund
Fund EV Marathon California Limited
EV Classic Mississippi Tax Free Maturity Tax Free Fund
Fund EV Marathon California
EV Classic Missouri Tax Free Municipals Fund
Fund EV Marathon Colorado Tax Free
EV Classic National Limited Fund
Maturity Tax Free Fund EV Marathon Connecticut Limited
EV Classic National Municipals Maturity Tax Free Fund
Fund EV Marathon Connecticut Tax Free
EV Classic New Jersey Limited Fund
Maturity Tax Free Fund

c-7
<PAGE>

EV Marathon Emerging Markets EV Marathon Pennsylvania Limited
Fund Maturity Tax Free Fund
Eaton Vance Equity-Income Trust EV Marathon Pennsylvania Tax
EV Marathon Florida Insured Tax Free Fund
Free Fund EV Marathon Rhode Island Tax
EV Marathon Florida Limited Free Fund
Maturity Tax Free Fund EV Marathon Strategic Income
EV Marathon Florida Tax Free Fund
Fund EV Marathon South Carolina Tax
EV Marathon Georgia Tax Free Free Fund
Fund EV Marathon Special Equities
EV Marathon Gold & Natural Fund
Resources Fund EV Marathon Stock Fund
EV Marathon Government Obligations EV Marathon Tennessee Tax Free
Fund Fund
EV Marathon Greater China Growth Fund EV Marathon Texas Tax Free Fund
EV Marathon Greater India Fund EV Marathon Total Return Fund
EV Marathon Growth Fund EV Marathon Virginia Limited
EV Marathon Hawaii Tax Free Fund Maturity Tax Free Fund
EV Marathon High Income Fund EV Marathon Virginia Tax Free
EV Marathon Investors Fund Fund
EV Marathon Kansas Tax Free Fund EV Marathon West Virginia Tax
EV Marathon Kentucky Tax Free Fund Free Fund
EV Marathon Louisiana Tax Free Fund EV Traditional California
EV Marathon Maryland Tax Free Fund Municipals Fund
EV Marathon Massachusetts Limited EV Traditional Connecticut Tax
Maturity Tax Free Fund Free Fund
EV Marathon Massachusetts Tax Free EV Traditional Emerging Markets
Fund Fund
EV Marathon Michigan Limited Maturity EV Traditional Florida Insured
Tax Free Fund Tax Free Fund
EV Marathon Michigan Tax Free Fund EV Traditional Florida Limited
EV Marathon Minnesota Tax Free Fund Maturity Tax Free Fund
EV Marathon Mississippi Tax Free Fund EV Traditional Florida Tax Free
EV Marathon Missouri Tax Free Fund Fund
EV Marathon National Limited Maturity EV Traditional Government
Tax Free Fund Obligations Fund
EV Marathon National Municipals Fund EV Traditional Greater China
EV Marathon New Jersey Limited Growth Fund
Maturity Tax Free Fund EV Traditional Greater India
EV Marathon New Jersey Tax Free Fund Fund
EV Marathon New York Limited Maturity EV Traditional Growth Fund
Tax Free Fund Eaton Vance Income Fund of
EV Marathon New York Tax Free Fund Boston
EV Marathon North Carolina Limited EV Traditional Investors Fund
Maturity Tax Free Fund Eaton Vance Municipal Bond
EV Marathon North Carolina Tax Free Fund L.P.
Fund EV Traditional National Limited
EV Marathon Ohio Limited Maturity Maturity Tax Free Fund
Tax Free Fund EV Traditional National
EV Marathon Ohio Tax Free Fund Municipals Fund
EV Marathon Oregon Tax Free Fund EV Traditional New Jersey Tax
Free Fund

c-8
<PAGE>

EV Traditional New York Limited Eaton Vance Tax Free Reserves
Maturity Tax Free Fund Massachusetts Municipal Bond
EV Traditional New York Tax Free Fund Portfolio
EV Traditional Pennsylvania Tax Free
Fund
EV Traditional Special Equities Fund
EV Traditional Stock Fund
EV Traditional Total Return Fund
Eaton Vance Cash Management Fund
Eaton Vance Liquid Assets Fund
Eaton Vance Money Market Fund
Eaton Vance Prime Rate Reserves
Eaton Vance Short-Term Treasury Fund

c-9
<PAGE>

<TABLE>
<CAPTION>
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Office
Business Address with Principal Underwriter with Registrant
<S> <C> <C>
James B. Hawkes* Vice President and Director President and Trustee
William M. Steul* Vice President and Director None
Wharton P. Whitaker* President and Director None
Howard D. Barr Vice President None
2750 Royal View Court
Oakland, Michigan
Nancy E. Belza Vice President None
463-1 Buena Vista East
San Francisco, California
Chris Berg Vice President None
45 Windsor Lane
Palm Beach Gardens, Florida
H. Day Brigham, Jr.* Vice President None
Susan W. Bukima Vice President None
106 Princess Street
Alexandria, Virginia
Jeffrey W. Butterfield Vice President None
9378 Mirror Road
Columbus, Indiana
Mark A. Carlson* Vice President None
Jeffrey Chernoff Vice President None
115 Concourse West
Bright Waters, New York
William A. Clemmer* Vice President None
James S. Comforti Vice President None
1859 Crest Drive
Encinitas, California
Mark P. Doman Vice President None
107 Pine Street
Philadelphia, Pennsylvania
Michael A. Foster Vice President None
850 Kelsey Court
Centerville, Ohio
William M. Gillen Vice President None
280 Rea Street
North Andover, Massachusetts
Hugh S. Gilmartin Vice President None
1531-184th Avenue, NE
Bellevue, Washington

c-10
<PAGE>

(1) (2) (3)
Name and Principal Positions and Offices Positions and Office
Business Address with Principal Underwriter with Registrant

Richard E. Houghton* Vice President None
Brian Jacobs* Senior Vice President None
Stephen D. Johnson Vice President None
13340 Providence Lake Drive
Alpharetta, Georgia
Thomas J. Marcello Vice President None
553 Belleville Avenue
Glen Ridge, New Jersey
Timothy D. McCarthy Vice President None
9801 Germantown Pike
Lincoln Woods Apt. 416
Lafayette Hill, Pennsylvania
Morgan C. Mohrman* Senior Vice President None
Gregory B. Norris Vice President None
6 Halidon Court
Palm Beach Gardens, Florida
Thomas Otis* Secretary and Clerk Secretary
George D. Owen Vice President None
1911 Wildwood Court
Blue Springs, Missouri
F. Anthony Robinson Vice President None
510 Gravely Hill Road
Wakefield, Rhode Island
Benjamin A. Rowland, Jr.* Vice President, None
Treasurer and Director
John P. Rynne* Vice President None
George V.F. Schwab, Jr. Vice President None
9501 Hampton Oaks Lane
Charlotte, North Carolina
Cornelius J. Sullivan* Vice President None
Maureen C. Tallon Vice President None
518 Armistead Drive
Nashville, Tennessee
David M. Thill Vice President None
126 Albert Drive
Lancaster, New York
Chris Volf Vice President None
6517 Thoroughbred Loop
Odessa, Florida

c-11
<PAGE>

(1) (2) (3)
Name and Principal Positions and Offices Positions and Office
Business Address with Principal Underwriter with Registrant

Donald E. Webber* Senior Vice President None
Sue Wilder Vice President None
141 East 89th Street
New York, New York
_____________________________
*Address is 24 Federal Street, Boston, MA 02110
</TABLE>

Item 30. Location of Accounts and Records

All applicable accounts, books and documents required to be maintained
by the Registrant by Section 31(a) of the Investment Company Act of 1940
and the Rules promulgated thereunder are in the possession and custody of
the Registrant's custodian, Investors Bank & Trust Company, 24 Federal
Street, Boston, MA 02110 and 89 South Street, Boston, MA 02111, and its
transfer agent, The Shareholder Services Group, Inc., 53 State Street,
Boston, MA 02104, with the exception of certain corporate documents and
portfolio trading documents which are in the possession and custody of
Eaton Vance Management, 24 Federal Street, Boston, MA 02110. Certain
corporate documents of Information Age Portfolio (the "Portfolio") are
also maintained by The Bank of Nova Scotia Trust Company (Cayman) Ltd.,
The Bank of Nova Scotia Building, P.O. Box 501, George Town, Grand Cayman,
Cayman Islands, British West Indies, and certain investor account,
Portfolio and the Registrant's accounting records are held by IBT Fund
Services (Canada) Inc., 1 First Canadian Place, King Street West, Suite
2800, P.O. Box 231, Toronto, Ontario, Canada M5X 1CB. Registrant is
informed that all applicable accounts, books and documents required to be
maintained by registered investment advisers are in the custody and
possession of Eaton Vance Management.

Item 31. Management Services

Not applicable

Item 32. Undertakings

The Registrant undertakes to file a Post-Effective Amendment, using
financial statements which need not be certified, within four to six
months from the effective date of this Post-Effective Amendment No. 57.

The Registrant undertakes to furnish to each person to whom a
prospectus is delivered a copy of the latest annual report to
shareholders, upon request and without charge.

c-12
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, and the
Commonwealth of Massachusetts, on the 8th day of June, 1995.

EATON VANCE GROWTH TRUST

By/s/ James B. Hawkes
_________________________________
James B. Hawkes, President

Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

Signature Title Date
<S> <C> <C>
President, Principal
Executive Officer and
/s/ James B. Hawkes Trustee June 8, 1995
James B. Hawkes
Treasurer and Principal
Financial and
/s/ James L. O'Connor Accounting Officer June 8, 1995
James L. O'Connor

Landon T. Clay* Trustee June 8, 1995
Landon T. Clay

Donald R. Dwight* Trustee June 8, 1995
Donald R. Dwight

Samuel L. Hayes, III* Trustee June 8, 1995
Samuel L. Hayes, III

Peter F. Kiely* Trustee June 8, 1995
Peter F. Kiely

Norton H. Reamer* Trustee June 8, 1995
Norton H. Reamer

John L. Thorndike* Trustee June 8, 1995
John L. Thorndike

Jack L. Treynor* Trustee June 8, 1995
Jack L. Treynor
</TABLE>
*Signed by: /s/H. Day Brigham, Jr.

c-13
<PAGE>

As Attorney-in-fact

c-14
<PAGE>

SIGNATURES

Information Age Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of Eaton Vance Growth Trust (File No.
2-22019) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, and the Commonwealth of Massachusetts,
on the 8th day of June, 1995.

INFORMATION AGE PORTFOLIO

By/s/ James B. Hawkes
James B. Hawkes, President

/s/ John L. Thorndike Trustee June 8, 1995
John L. Thorndike
</TABLE>

c-15
<PAGE>

EXHIBIT INDEX

Exhibit No. Description

(1)(a) Declaration of Trust of Eaton Vance Growth Trust dated
May 25, 1989

(1)(b) Amendment to the Declaration of Trust of Eaton Vance
Growth Trust dated August 18, 1992

(1)(h) Form of Amendment and Restatement of Establishment
and Designation of Series of Shares

(5)(e) Form of Management Contract with Eaton Vance Management
for EV Marathon Information Age Fund

(5)(f) Form of Management Contract with Eaton Vance Management
for EV Traditional Information Age Fund

(6)(a)(7) Form of Distribution Agreement with Eaton Vance
Distributors, Inc. for EV Marathon Information Age Fund

(6)(a)(8) Form of Distribution Agreement with Eaton Vance
Distributors, Inc. for EV Traditional Information Age
Fund

(11) Consent of Independent Auditors for Information Age
Portfolio

(15)(g) Form of Distribution Plan for Eaton Vance Growth Trust
pursuant to Rule 12b-1 under the Investment Company
Act of 1940 on behalf of EV Marathon Information Age Fund

(15)(h) Form of Distribution Plan for Eaton Vance Growth Trust
pursuant to Rule 12b-1 under the Investment Company
Act of 1940 on behalf of EV Traditional Information Age
Fund

c-16
<PAGE>

<PAGE>

EATON VANCE GROWTH FUND

DECLARATION OF TRUST

Dated May 25, 1989

DECLARATION OF TRUST, made May 25, 1989 by James B. Hawkes and
John L. Thorndike hereinafter referred to collectively as the "Trustees"
and individually as a "Trustee", which terms shall include any successor
Trustees or Trustee and any present Trustees who are not signatories to
this instrument.

WHEREAS, the Trustees desire to establish a trust fund under a
Declaration of Trust for the investment and reinvestment of funds
contributed thereto;

NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under
this Declaration of Trust IN TRUST as herein set forth below.

ARTICLE I

NAME

This Trust shall be known as Eaton Vance Growth Fund.

ARTICLE II

PURPOSE OF TRUST

The purpose of this Trust is to provide investors with a
continuous source of managed investment primarily in securities.

ARTICLE III

MANAGEMENT OF THE TRUST

The business and affairs of the Trust shall be managed by the
Trustees and they shall have all powers necessary and appropriate to
perform that function. The number, term of office, manner of election,
resignation, filling of vacancies and procedures with respect to meetings
of Trustees shall be as prescribed in the By-Laws of the Trust.
<PAGE>

ARTICLE IV

OWNERSHIP OF ASSETS OF THE TRUST

The legal title to all cash, securities and property held by the
Trust shall at all times be vested in the Trustees. Shareholders
(hereinafter referred to as "Shareholders", or individually as a
"Shareholder") of the Trust shall not have title to any such assets held
by the Trust, but each Shareholder shall be deemed to own a proportionate
undivided beneficial interest in the Trust equal to the number of Shares
of a series, if more than one series of Shares is established by the
Trustees as provided in Section 2 of Article VI, of which such Shareholder
is the record owner divided by the total number of Shares of such series
outstanding.

ARTICLE V

POWERS OF THE TRUSTEES

The Trustees in all instances shall act as principals The
Trustees shall have full power and authority to do any and all acts and to
make and execute any and all contracts and instruments that they may
consider necessary or appropriate in connection with the management of the
Trust. The Trustees shall not be bound or limited by present or future
laws or customs in regard to trust investments, but shall have full
authority and power to make any and all investments which they, in their
uncontrolled discretion, shall deem proper to accomplish the purpose of
this Trust. The Trustees shall have full power and authority to adopt
such accounting and tax accounting practices as they consider appropriate.
Without limiting the generality of the foregoing, the Trustees shall have
power and authority:

(a) To buy, and invest funds of the Trust ln, own, hold
for investment or otherwise, and to sell or otherwise
dispose of, securities including, but not limited to,
bonds, debentures, warrants and rights to purchase
securities, certificates of beneficial interest, notes or
other evidences of indebtedness, or other negotiable
securities, however named or described, issued by
corporations, trusts, associations or other persons,
domestic or foreign, or issued and guaranteed by the
United States of America or any agency or instrumentality
thereof, by the government of any foreign country, by any
State of the United States, or by any political
sub-division or agency of any State or foreign country,
deposit any assets of the Trust in any bank, trust
company or banking institution or retain any such assets
in cash; to purchase and sell (or write) options on
securities, currency, precious metals and other
commodities, indices, futures contracts and other
financial instruments and enter into closing transactions
in connection therewith; to enter into all types of

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commodities contracts, including without limitation the
purchase and sale of futures contracts on securities,
currency, precious metals and other commodities, indices
and other financial instruments; to enter into forward
foreign currency exchange contracts; to purchase and sell
gold and silver bullion, precious or strategic metals,
coins and currency of all countries; to engage in "when
issued" and delayed delivery transactions; to enter into
repurchase agreements and reverse repurchase agreements;
and to employ all kinds of hedging techniques and
investment management strategies; and from time to time
change the investments of the funds of the Trust.

(b) To adopt By-Laws not inconsistent with this
Declaration of Trust providing for the conduct of the
business of the Trust, which By-Laws shall bind the
Shareholders, and to amend and repeal such By-Laws to the
extent that such authority is not otherwise reserved to
the Shareholders.

(c) To elect and remove such officers of the Trust and to
appoint and terminate such agents of the Trust as they
consider appropriate.

(d) To employ one or more banks, trust companies or
banking institutions as custodian of any assets of the
Trust subject to any conditions set forth in this
Declaration of Trust or in the By-Laws.

(e) To retain one or more transfer agents and shareholder
servicing agents, or both, which may be the same entity,
for the Trust.

(f) From time to time to sell Shares of the Trust either
for cash or property whenever and in such amounts as the
Trustees may deem desirable and to provide for the
distribution of Shares of the Trust either through one or
ore principal underwriters in the manner hereinafter
provided for or by the Trust itself, or both.
(g) To set record dates or direct that the Share transfer
books be closed for a stated period for the purpose of
making a determination with respect to Shareholders,
including which Shareholders are entitled to notice of a
meeting, vote at a meeting, consent to actions or other
matters, receive a distribution or dividend, or exercise
or be allotted other rights.

(h) To delegate such authority as they consider desirable
to any officers of the Trust and to any agent, custodian
or underwriter.

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(i) To sell or give assent, or exercise any rights of
ownership, with respect to stock or other securities or
property held by the Trust, and to execute and deliver
powers of attorney to such person or persons as the
Trustees shall deem proper, granting to such person or
persons such power and discretion with relation to stock
or other securities or property as the Trustees shall
deem proper.

(j) To exercise all of the rights of the Trust as owner
of any securities which might be exercised by any
individual owning such securities in his own right,
including without limitation the right to vote by proxy
for any and all purposes (including the right to
authorize any officer or agent of the Trust to execute
proxies), to consent to the reorganization, merger or
consolidation of any company, or to consent to the sale
or lease of all or substantially all of the property and
assets of any company to any other company; to exchange
any of the securities of any company for the securities,
including shares of stock, issued therefor upon any such
reorganization, merger, consolidation, sale or lease; to
exercise any conversion or subscription privileges,
rights, options and warrants incident to the ownership of
any security owned by it or acquired therewith; to hold
any securities acquired in the name of any custodian of
the assets of the Trust, or in the name of its nominee or
a nominee of the Trust, or in any manner permitted herein
or in the By-Laws; and to execute any and all instruments
and do any and all things incidental to the Trust not
inconsistent with the provisions hereof, the execution or
performance of which the Trustees may deem expedient.

(k) To hold any security or property in a form not
indicating any trust, whether in bearer, unregistered or
other negotiable form; or either in its own name or in
the name of a custodian or a nominee or nominees of the
Trust or of a custodian, subject in either case to proper
safeguards according to the usual practice of
Massachusetts trust companies or investment companies.

(l) To compromise, arbitrate, or otherwise adjust claims
of the Trust in favor of or against the Trust or any
matter in controversy including, but not limited to,
claims for taxes.

(m) To make distributions of the earnings or profits,
surplus (including paid-in surplus), capital or assets of
the Trust Shareholders in the manner hereinafter provided
for, the amount of such distributions and their payment
to be solely the discretion of the Trustees.

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<PAGE>

(n) To pay any and all taxes or liens of whatever nature
or kind imposed upon or against the Trust or any part
thereof, or imposed upon any of the Trustees herein,
individually or jointly, by reason of the Trust, or of
the business conducted by said Trustees under the terms
of this Declaration of Trust, out of the funds of the
Trust available for such purpose.

(o) To engage in and to prosecute, compound, compromise,
abandon, or adjust, by arbitration, or otherwise, any
actions, suits, proceedings, disputes, claims, demands,
and things relating to the Trust, and out of the assets
of the Trust to pay, or to satisfy, any debts, claims or
expenses incurred in connection therewith, including
those of litigation, upon any evidence that the Trustees
may deem sufficient The powers aforesaid are to include
any actions, suits, proceedings, disputes, claims,
demands and things relating to the Trust wherein any of
the Trustees may be named individually, but the subject
matter of which arises by reason of business for and on
behalf of the Trust.

(p) To buy or join with any person or persons in buying
the property of any corporation, association, or other
organization any of the securities of which are included
in the Trust, or any property in which the Trustees, as
such, shall have or may hereafter acquire an interest,
and to allow the title to any property so bought to be
taken in the name or names of, and to be held by, such
person, or persons as the Trustees shall name or approve.

(q) From time to time in their discretion to enter into,
modify and terminate agreements with Federal or state
regulatory authorities, which agreements may restrict but
not amplify their powers under this Declaration of Trust.

(r) To borrow money and in this connection issue notes or
other evidence of indebtedness; to secure borrowings by
mortgaging, pledging or otherwise subjecting as security
the Trust property; to endorse, guarantee, or undertake
the performance of any obligation or engagement of any
other person and to lend the portfolio securities or
other assets of the Trust to other persons.

(s) From time to time in their discretion to charge all
or any part of any cost, expense or expenditure
(including without limitation any expense of selling or
distributing the Shares of the Trust) or tax against the
principal or capital of the Trust, and to credit all or
any part of any profit, income or receipt (including
without limitation any deferred sales charge or fee,
whether contingent or otherwise, paid or payable to the

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Trust on any redemption or repurchase of Shares of the
Trust) to the principal or capital of the Trust.

The foregoing enumeration of specific powers shall not be held to
limit or restrict in any manner the general powers of the Trustees.

No one dealing with the Trustees shall be under any obligation to
make any inquiry concerning the authority of the Trustees, or to see to
the application of any payments made or property transferred to the
Trustees or upon their order The Trustees may authorize one of their
number to sign, execute, acknowledge, and deliver any agreement, contract,
note, deed, certificate or other instrument in the name of, and in behalf
of, the Trust, and upon such authorization such signature, acknowledgement
or delivery shall have full force and effect as the act of all of the
Trustees.

ARTICLE VI

BENEFICIAL INTEREST

Section 1. SHARES OF BENEFICIAL INTEREST The beneficial
interest in the Trust shall at all times be divided into an unlimited
number of transferable shares (herein referred to as the "Shares" and
individually as a "Share"), without par value The Trustees may, in their
discretion and as provided by Section 2 of this Article VI, authorize the
division of Shares into two or more series, and the Trustees may vary the
relative rights and preferences between different series. Each Share
represents an equal proportionate interest in the Trust or the series with
each other outstanding Share of the Trust or the series, as the case may
be. The Trustees may from time to time divide or combine the Shares into
a greater or lesser number without thereby changing the proportionate
beneficial interests in the Trust or in any series Contributions to the
Trust may be accepted for, and Shares shall be redeemed as, whole Shares
and/or fractional Shares as the Trustees may in their discretion
determine. The Trustees may issue certificates of beneficial interest to
evidence ownership of such Shares.

Section 2. SERIES DESIGNATION The Trustees, in their
discretion, may authorize the division of Shares into two or more series,
and the different series shall be established and designated, and the
variations in the relative rights and preferences as between the different
series shall be fixed and determined by the Trustees; provided, that all
Shares shall be identical except that there may be variations so fixed and
determined between different series as to investment objective, investment
policies, purchase price, right of redemption, special and relative rights
as to dividends and on liquidation, conversion rights, and conditions
under which the several series shall have separate voting rights. All
references to Shares in this Declaration shall be deemed to be shares of
any or all series as the context may require.

If the Trustees shall divide the Shares of the Trust into two or
more series, the following provisions shall be applicable:

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<PAGE>

(a) The number of authorized Shares and the number of Shares of
each series that may be issued shall be unlimited. The Trustees may
classify or reclassify any unissued Shares or any Shares previously issued
and reacquired of any series into one or more series that may be
established and designated from time to time. The Trustees may hold as
treasury shares (of the same or some other series), reissue for such
consideration and on such terms as they may determine, or cancel any
Shares of any series reacquired by the Trust at their discretion from time
to time.

(b) All consideration received by the Trust for the issue or sale
of Shares of a particular series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits,
and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds in whatever form the same may be,
shall irrevocably belong to that series for all purposes, subject only to
the rights of creditors and except as may otherwise be required by
applicable tax laws, and shall be so recorded upon the books of account of
the Trust. In the event that there are any assets, income, earnings,
profits, and proceeds thereof, funds or payments which are not readily
identifiable as belonging to any particular series, the Trustees shall
allocate them among any one or more of the series established and
designated from time to time in such manner and on such basis as they, in
their sole discretion, deem fair and equitable. Each such allocation by
the Trustees shall be conclusive and binding upon the shareholders of all
series for all purposes.

(c) The assets belonging to each particular series shall be
charged with the liabilities of the Trust in respect of that series and
all expenses, costs, charges and reserves attributable to that series, and
any general liabilities, expenses, costs, charges or reserves of the Trust
which are not readily identifiable as belonging to any particular series
shall be allocated and charged by the Trustees to and among any one or
more of the series established and designated from time to time in such
manner and on such basis as the Trustees in their sole discretion deem
fair and equitable. Each allocation of liabilities, expenses, costs,
charges and reserves by the Trustees shall be conclusive and binding upon
the holders of all series for all purposes. The Trustees shall have full
discretion, to the extent not inconsistent with the Investment Company Act
of 1940, to determine which items are capital; and each such determination
and allocation shall be conclusive and binding upon the Shareholders.

The establishment and designation of any series of Shares shall
be effective upon the execution by a majority of the then Trustees of an
instrument setting forth such establishment and designation and the
relative rights and preferences of such series, or as otherwise provided
in such instrument. At any time that there are no Shares outstanding of
any particular series previously established and designated, the Trustees
may by an instrument executed by a majority of their number abolish that
series and the establishment and designation thereof. Each instrument
referred to in this paragraph shall have the status of an amendment to

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<PAGE>

this Declaration in accordance with Section 7 of Article XIV hereof, and a
copy of each such instrument shall be filed in accordance with Section 5
of Article XIV hereof.

Section 3. OWNERSHIP OF SHARES The ownership of Shares shall be
recorded in the books of the Trust or of one or more transfer agents. The
Trustees may make such rules and adopt such procedures as they consider
appropriate for the transfer of Shares and similar matters. The record
books of the Trust or of any transfer agent, as the case may be, shall be
conclusive evidence as to who are the holders of Shares and as to the
number of Shares held from time to time by each such holder.

Section 4. INVESTMENTS IN THE TRUST The Trustees shall accept
investments in the Trust from such persons and on such terms as they may
from time to time authorize. After the date of the initial contribution
of capital, the number of Shares representing the initial contribution
may, in the Trustees' discretion, be considered as outstanding and the
amount received by the Trustees on account of the contribution shall be
treated as an asset of the Trust. Subsequent investments in the Trust
shall be credited to the Shareholder's account in the form of full and
fractional Shares of the Trust at the net asset value per Share as
determined in accordance with Article XII hereof; provided, however, that
the Trustees may, in their sole discretion, impose a sales charge upon
investments in the Trust.

Section 5. PREEMPTIVE RIGHTS Shareholders shall have no
preemptive or other right to subscribe to any additional Shares or other
securities issued by the Trust, except as the Trustees may determine with
respect to any series of Shares.

ARTICLE VII

CUSTODY OF ASSETS

The Trustees shall at all times employ a bank or trust company
having an aggregate capital, surplus and undivided profits (as shown in
its last published report) of at least two million dollars ($2,000,000) as
the principal custodian of the Trust (the "Custodian") with authority as
its agent, but subject to such restrictions, limitations and other
requirements, if any, as may be contained in the By-Laws:

(a) To hold the securities owned by the Trust and deliver
the same upon written order;

(b) To receive and receipt for any moneys due to the
Trust and deposit the same in its own banking department
or, as the Trustees may direct, in any bank, trust
company or banking institution approved by the Custodian,
provided that all such deposits shall be subject only to
the draft or order of the Custodian; and

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<PAGE>

The Trustees may also employ such Custodian as its agent:

(a) To keep the books and accounts of the Trust and
furnish clerical and accounting services; and

(b) To compute the net asset value per Share in
accordance with the provision of Article XII hereof.

All of the foregoing services shall be performed upon such basis
of compensation as may be agreed upon between the Trustees and the
Custodian. If so directed by vote of the holders of a majority of the
outstanding Shares, the Custodian shall deliver and pay over all property
of the Trust held by it as specified in such vote.

The Trustees may also authorize the Custodian to employ one or
more subcustodians from time to time to perform such of the acts and
services of the Custodian and upon such terms and conditions as may be
agreed upon between the Custodian and such sub-custodian and approved by
the Trustees.

Subject to such rules, regulations and orders as the Securities
and Exchange Commission (the "Commission") may adopt, the Trustees may
direct the Custodian to deposit all or any part of the securities in a
depository and clearing system established by a national securities
exchange or a national securities association registered with the
Commission under the Securities Exchange Act of 1934, as from time to time
amended, or such other person as may be permitted by the Commission, or
otherwise in accordance with the Investment Company Act of 1940, as from
time to time amended (the "1940 Act"), pursuant to which system all
securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or
pledged by bookkeeping entry without physical delivery of such securities,
provided that all such deposits shall be subject to withdrawal only upon
the order of the Trust or the Custodian. The Trustees may also authorize
the deposit with one or more eligible foreign custodians of all or part of
the Trust's foreign assets, securities, cash and cash equivalents in
amounts reasonably necessary to effect the Trust's foreign investment
transactions, in accordance with such rules, regulations and orders as the
Commission may adopt.

ARTICLE VIII

CONTRACTS

Section 1. ADVISER The Trustees may in their discretion from
time to time authorize the Trust to enter into an investment advisory
agreement whereby the other party to such agreement shall undertake to
furnish to the Trustees such investment advisory, statistical and research
facilities and services and such other facilities and services, if any,
and all upon such terms and conditions as the Trustees may in their

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discretion determine. Notwithstanding any provisions of this Declaration
of Trust, the Trustees may authorize the Adviser, in its discretion and
without any prior consultation with the Trust, to buy, sell, lend and
otherwise trade in any and all securities, commodity contracts and other
investments and assets of the Trust and to engage in and employ all types
of transactions and strategies in connection therewith. Any such action
taken pursuant to such agreement shall be deemed to have been authorized
by all of the Trustees.

The Trustees may also employ, or authorize the Adviser to employ,
one or more sub-investment advisers from time to time to perform such of
the acts and services of the Adviser and upon such terms and conditions as
may be agreed upon between the Adviser and such sub-investment adviser and
approved by the Trustees.

Section 2. PRINCIPAL UNDERWRITERS The Trustees may in their
discretion from time to time authorize the Trust to enter into one or more
contracts providing for the sale of the Shares of the Trust. Pursuant to
any such contract the Trust may either agree to sell the Shares to the
other party to the contract or appoint such other party its sales agent
for such Shares (such other party being herein sometimes called the
"underwriter") In either case, any such contract shall be on such terms
and conditions as may be prescribed in the By-Laws, if any, and such
further terms and conditions as the Trustees may in their discretion
determine; and any such contract may also provide for the repurchase or
sale of Shares of the Trust by such other party as principal or as agent
of the Trust.

Section 3. PLAN OF DISTRIBUTION The Trustees nay in their
discretion authorize the Trust to adopt or enter into a plan or plans of
distribution and any related agreements whereby the Trust may finance
directly or indirectly any activity which is primarily intended to result
in sales of Shares. Such plan or plans of distribution and any related
agreements may contain such terms and conditions as the Trustees may in
their discretion determine, subject to the requirements of Section 12 of
the 1940 Act, Rule 12b-1 thereunder, and any other applicable rules and
regulations.

Section 4. TRANSFER AGENTS The Trustees may in their discretion
from time to time appoint one or more transfer agents for the Trust Any
contract with a transfer agent shall be on such terms and conditions as
the Trustees may in their discretion determine. The Trustees may employ a
transfer agent as the Trust's agent to (a) keep the books and accounts of
the Trust and furnish clerical and accounting services and (b) compute the
net asset value per Share in accordance with the provisions of Article XII
hereof.

Section 5. PARTIES TO CONTRACT Any contract of the character
described in Sections 1, 2, 3 and 4 of this Article VIII or in Article VII
hereof may be entered into with any corporation, firm, trust or
association, although one or more of the Trustees or officers of the Trust
may be an officer, director, trustee, shareholder, or member of such other

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party to the contract, and no such contract shall be invalidated or
rendered voidable by reason of the existence of any such relationship, nor
shall any person holding such relationship be liable merely by reason of
such relationship for any loss or expense to the Trust under or by reason
of said contract or accountable for any profit realized directly or
indirectly therefrom, provided that the contract when entered into was
reasonable and fair and not inconsistent with the provisions of this
Article VIII, Article VII or the By-Laws. The same person (including a
firm, corporation, trust, or association) may be the other party to
contracts entered into pursuant to Sections 1, 2, 3 and 4 above or Article
VII, and any individual may be financially interested or otherwise
affiliated with persons who are parties to any or all of the contracts
mentioned in this Section 5.

ARTICLE IX

COMPENSATION AND REIMBURSEMENT OF TRUSTEES

The Trustees shall be entitled to reasonable compensation from
the Trust and shall be reimbursed from the Trust estate for their expenses
and disbursements incurred by them in connection with the administration
and management of the Trust, including, without limitation, interest
expense, taxes, fees and commissions of every kind, payments made and
expenses incurred pursuant to any plan of distribution referred to in
Section 3 of Article VIII hereof, expenses of issue, repurchase and
redemption of shares including expenses attributable to a program of
periodic repurchases or redemptions, expenses of registering and
qualifying the Trust and its Shares under Federal and state laws and
regulations, charges of custodians, transfer agents, shareholder servicing
agents, and registrars, expenses of preparing and setting in type
prospectuses, expenses of printing and distributing prospectuses sent
annually to existing shareholders, auditing and legal expense, reports to
Shareholders, expenses of meetings of Shareholders and proxy solicitations
therefor, insurance expense, association membership dues, expenses
primarily intended to result in sales of Shares of the Trust, and such
non-recurring items as may arise, including litigation to which the Trust
is a party and for all losses and liabilities, as well as such other
expenses as the Trustees may determine are properly chargeable to the
Trust. This section shall not preclude the Trust from directly paying any
of the aforementioned fees and expenses.

ARTICLE X

SALE OF SHARES

The Trustees shall have the power from time to time to issue and
sell or cause to be issued and sold an unlimited number of Shares of any
series of the Trust for cash or for property, which shall in every case be
paid to the Custodian as agent of the Trust before the delivery of any
certificate for such Shares. The Shares of the Trust, including any

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Shares which may have been redeemed or repurchased by the Trust (herein
sometimes referred to as "treasury shares"), may be sold at a price as
specified in the current prospectus of the Trust.

When an underwriting contract is in effect pursuant to Article
VIII, Section 2, the time of sale shall be the time when an unconditional
order is placed with the underwriter. Such contract may provide for the
sale of Shares either at a price based on the net asset value determined
next after the order is placed with said underwriter or at a price based
on a net asset value to be determined at some later time, or at such other
price as is assented to by vote of a majority of the outstanding voting
securities of the Trust. No Shares need be offered to existing
Shareholders before being offered to others. No Shares shall be sold by
the Trust (although Shares previously contracted to be sold may be issued
upon payment therefor) during any period when the determination of net
asset value is suspended by declaration of the Trustees pursuant to the
provisions of Article XII hereof. In connection with the acquisition by
merger or otherwise of all or substantially all the assets of a trust or
another investment company, including companies classified as personal
holding companies under Federal income tax laws, the Trustees may issue or
cause to be issued Shares of the Trust and accept in payment therefor such
assets at such value as may be determined by or under the direction of the
Trustees, provided that such assets are of the character in which the
Trustees are permitted to invest the funds of the Trust.

ARTICLE XI

REDEMPTIONS

Section 1. REDEMPTION In case any Shareholder of record of the
Trust desires to dispose of his Shares, he may deposit at the office of
the transfer agent or other authorized agent of the Trust a written
request or such other form of request as the Trustees may from time to
time authorize, requesting that the Trust purchase the Shares in
accordance with this Section l; and the Shareholder so requesting shall be
entitled to require the Trust to purchase, and the Trust or the
underwriter of the Trust shall purchase his said Shares, but only at the
net asset value per Share (as determined under Article XII hereof) minus
any applicable sales charge, except that with respect to any series of
Shares established by the Trustees, the right of a Shareholder to redeem
such Shares may be varied. Payment for such Shares shall be made by the
Trust or the underwriter of the Trust to the Shareholder of record within
seven (7) days after the date upon which the request is received. The
Trust may require Shareholders to pay a sales charge to the Trust, the
underwriter or any other person designated by the Trustees upon redemption
or repurchase of Trust Shares in such amount as shall be determined from
time to time by the Trustees. The Trustees may also charge a redemption
or repurchase fee in such amount as may be determined from time to time by
the Trustees. If the Trustees shall have divided the Shares into two or
more series, payment for shares of a series tendered for redemption shall
be made only out of assets allocated to that series.

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Section 2. MANNER OF PAYMENT Payment for such Shares may at the
option of the Trustees or such officer or officers as they may duly
authorize for the purpose, in their complete discretion, be made in cash,
or in kind, or partially in cash and partially in kind. In case of
payment in kind the Trustees, or their delegate, shall have absolute
discretion as to what security or securities shall be distributed in kind
and the amount of the same, and the securities shall be valued for
purposes of distribution at the figure at which they were appraised in
computing the net asset value of the Shares, provided that any Shareholder
who cannot legally acquire securities so distributed in kind by reason of
the prohibitions of the 1940 Act shall receive cash.

Section 3. SUSPENSION OF THE RIGHT OF REDEMPTION If, pursuant
to Article XII hereof, the Trustees declare a suspension of the
determination of net asset value, the rights of Shareholders (including
those who shall have applied for redemption pursuant to Section 1 of this
Article XI but who shall not yet have received payment) to have Shares
redeemed and paid for by the Trust shall be suspended until the
termination of such suspension is declared. In the case of a suspension
of the right of redemption, a Shareholder may either withdraw his request
for redemption or receive payment based on the net asset value existing
after the termination of the suspension.

Section 4. INVOLUNTARY REDEMPTIONS The Trustees may require a
Shareholder to redeem his Shares if the value of the Shares in his account
is below $1,000. The manner of effecting such involuntary redemptions
shall be determined from time to time by the Trustees.

If the Trustees shall, at any time and in good faith, be of the
opinion that direct or indirect ownership of Shares or other securities of
the Trust has or may become concentrated in any person to an extent which
would disqualify the Trust as a regulated investment company under the
Internal Revenue Code, then the Trustees shall have the power by lot or
other means deemed equitable by them (i) to call for redemption by any
such person a number, or principal amount, of Shares or other securities
of the Trust sufficient to maintain or bring the direct or indirect
ownership of Shares or other securities of the Trust into conformity with
the requirements for such qualification and (ii) to refuse to transfer or
issue Shares or other securities of the Trust to any person whose
acquisition of the Shares or other securities of the Trust in question
would result in such disqualification The redemption shall be effected at
the redemption price and in the manner provided in Sections 1 and 2 of
this Article XI.

The holders of Shares or other securities of the Trust shall upon
demand disclose to the Trustees in writing such information with respect
to direct and indirect ownership of Shares or other securities of the
Trust as the Trustees deem necessary to comply with the provisions of the
Internal Revenue Code, or to comply with the requirements of any other
taxing authority.

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ARTICLE XII

NET ASSET VALUE PER SHARE

The net asset value of each Share of the Trust outstanding shall
be determined by the Trustees not less frequently than once on each day on
which the Trust is open for business, as of the close of trading on the
New York Stock Exchange or at such other time as the Trustees by
resolution may determine. The power and duty to determine net asset value
may be delegated by the Trustees from time to time to one or more of the
Trustees and officers of the Trust, to the other party to any contract
entered into pursuant to Article VIII hereof, or to the Custodian or a
transfer agent. For the purpose of this Declaration of Trust, any
reference to the time at which a determination of net asset value is made
shall mean the time as of which the determination is made.

The Trustees may declare a suspension of the determination of net
asset value to the extent permitted by the 1940 Act.

The value of the assets of the Trust shall be determined in a
manner approved by the Trustees. From the total value of said assets,
there shall be deducted all indebtedness, interest and taxes, payable or
accrued, expenses and management charges accrued to the appraisal date,
amounts determined and declared as a distribution and all other items in
the nature of liabilities which shall be deemed appropriate. The
resulting amount which shall represent the total net assets of the Trust
shall be divided by the number of Shares outstanding at the time as of
which the calculation is made and the quotient so obtained shall be deemed
to be the net asset value of the Shares.

Nothing in this Article XII shall be construed to affect the
ability of the Trustees to establish any series of Shares in accordance
with Section 2 of Article VI. In such a case, the net asset value per
Share of a series shall be determined as nearly as possible as set forth
above for Shares of the Trust.

ARTICLE XIII

DIVIDENDS AND DISTRIBUTIONS

(a) The Trustees may from time to time distribute ratably among
the Shareholders such proportion of the earnings or profits, surplus
(including paid-in surplus), capital, or assets held by the Trustees as
they may deem proper. Such distributions may be made in cash, additional
shares or property (including without limitation any type of obligations
of the Trust or any assets thereof), and the Trustees may distribute
ratably among the Shareholders additional Shares issuable hereunder in the
form of a stock dividend or otherwise in such manner, at such times, and
on such terms as the Trustees may deem proper. Such distributions may be
among the Shareholders of record at the time of declaring a distribution
or among the Shareholders of record at such other date or time or dates or

- 14 -
<PAGE>

times as the Trustees shall determine. The Trustees may in their
discretion determine that, solely for the purposes of such distributions,
outstanding Shares shall exclude Shares for which orders have been placed
subsequent to a specified time on the date the distribution is declared as
of a day on which Boston banks are not open for business. The Trustees
may always retain from the net profits such amount as they may deem
necessary to pay the debts or expenses of the Trust or to meet obligations
of the Trust, or as they may deem desirable to use in the conduct of its
affairs or to retain for future requirements or extensions of the
business. The Trustees may adopt and offer to Shareholders such dividend
reinvestment plans, cash dividend payout plans or other distribution plans
as the Trustees shall deem appropriate.

(b) The Trustees may prescribe, in their absolute discretion,
such bases and times for determining the amounts for the declaration and
payment of dividends and distributions as they nay deem necessary or
desirable.

ARTICLE XIV

MISCELLANEOUS

Section 1. TRUST NOT A PARTNERSHIP It is hereby expressly
declared that a trust and not a partnership is created hereby. No Trustee
hereunder shall have any power to bind personally either the Trust's
officers or any Shareholders.

Section 2. LIMITATION OF PERSONAL LIABILITY The Trustees shall
not have the power to bind the Shareholders or to call upon them or any of
them for the payment of any sum of money or any assessment whatever other
than such sums as the Shareholders at any time personally agree to pay by
way of subscription for Shares or otherwise. All persons or corporations
dealing or contracting with the Trustees as such shall have recourse only
to the Trust for the payment of their claims or for the payment or
satisfaction of claims or obligations arising out of such dealings or
contracts, so that neither the Trustees nor the Shareholders, nor the
agents or attorneys of the Trust, past, present or future, shall be
personally liable therefor. In all contracts or instruments creating
liability it may be expressly stipulated, either by such reference to this
instrument as shall accomplish such purpose or otherwise, that the
liability of the Trustees and Shareholders under such contracts or
instruments shall be limited to the assets which may from time to time
constitute the Trust.

Section 3. TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE, NO BOND
OR SURETY The exercise by the Trustees of their powers and discretions
hereunder in good faith shall be binding upon everyone interested. The
Trustees shall not be liable for errors of judgment or mistakes of fact or
law. The Trustees may take advice of counsel or other experts with
respect to the meaning and operation of this Declaration of Trust, and
shall be under no liability for any act or omission in accordance with

- 15 -
<PAGE>

such advice or for failing to follow such advice. Unless otherwise
required by the By-Laws, the Trustees shall not be required to give any
bond as such, nor any surety if a bond is required.

Section 4. TERMINATION OF TRUST

(a) This Trust shall continue without limitation of time
but subject to the provisions of sub-sections (b), (c)
and (d) of this Section 4.

(b) The Trust may merge or consolidate with any other
corporation, association, trust or other organization or
may sell, lease or exchange all or substantially all of
the Trust property, including its good will, upon such
terms and conditions and for such consideration when and
as authorized by a majority of the Trustees and by the
vote of a majority of the outstanding voting securities
of the Trust; and any such merger, consolidation, sale,
lease or exchange shall be deemed for all purposes to
have been accomplished under and pursuant to the statutes
of the Commonwealth of Massachusetts.
(c) Subject to the approval thereof by a majority of the
Trustees or by vote of a majority of the outstanding
voting securities of the Trust, the Trustees may at any
time sell and convert into money all the assets of the
Trust Upon making provision for the payment of all
outstanding obligations, taxes and other liabilities,
accrued or contingent, of the Trust, the Trustees shall
distribute the remaining assets of the Trust ratably
among the holders of the outstanding Shares, except as
may be otherwise provided by the Trustees with respect to
any series of Shares, and except that the Trustees shall
distribute to holders of Shares of a series only assets
allocated to that series.

(d) Upon completion of the distribution of the remaining
proceeds or the remaining assets as provided in
sub-sections (b) and (c), the Trust shall terminate and
the Trustees shall be discharged of any and all further
liabilities and duties hereunder and the right, title and
interest of all parties shall be cancelled and
discharged.

Section 5. FILING OF COPIES, REFERENCES, HEADINGS AND
COUNTERPARTS The original or a copy of this instrument, of any amendment
hereto and of each declaration of trust supplemental hereto, shall be kept
at the office of the Trust where it may be inspected by any Shareholder.
A copy of this instrument, of any amendment hereto, and of each
supplemental declaration of trust shall be filed by the Trustees with the
Massachusetts Secretary of State and with any other governmental office
where such filing may from time to time be required. Anyone dealing with
the Trust may rely on a certificate by an officer of the Trust as to

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<PAGE>

whether or not any such amendments or supplemental declarations of trust
have been made and as to any matters in connection with the Trust
hereunder, and with the same effect as if it were the original, may rely
on a copy certified by a Trustee or an officer of the Trust to be a copy
of this instrument or of any such amendment hereto or supplemental
declaration of trust. In this instrument or in any such amendment or
supplemental declaration of trust, references to this instrument, and all
expressions such as "herein", "hereof" and "hereunder", shall be deemed to
refer to this instrument as amended or affected by any such supplemental
declaration of trust Headings are placed herein for convenience of
reference only and in case of any conflict, the text of this instrument,
rather than the headings, shall control. This instrument may be executed
in any number of counterparts each of which shall be deemed an original,
but such counterparts shall constitute one instrument.

Section 6. APPLICABLE LAW The Trust set forth in this
instrument is made in the Commonwealth of Massachusetts, and it is created
under and is to be governed by and construed and administered according to
the laws of said Commonwealth. The Trust shall be of the type commonly
called a Massachusetts business trust, and without limiting the provisions
hereof, the Trust may exercise all powers which are ordinarily exercised
by such a trust.

Section 7. AMENDMENTS The execution of an instrument setting
forth the establishment and designation and the relative rights of any
series of Shares in accordance with Section 2 of Article VI hereof shall,
without any authorization, consent or vote of the Shareholders, effect an
amendment of this Declaration. Except as otherwise provided in this
Section 7, if authorized by vote of a majority of the Trustees and by a
vote of a majority of the outstanding voting securities of the Trust
affected by the amendment (which Shares shall, unless otherwise provided
by vote of a majority of the Trustees, vote together on such amendment as
a single class), or by any larger vote which may be required by applicable
law or this Declaration of Trust in any particular case, the Trustees may
amend or otherwise supplement this Declaration. The Trustees may also
amend this Declaration without the vote or consent of Shareholders to
change the name of the Trust or to make such other changes as do not have
a materially adverse effect on the rights or interests of Shareholders
hereunder or if they deem it necessary to conform this Declaration to the
requirements of applicable Federal laws or regulations or the requirements
of the regulated investment company provisions of the Internal Revenue
Code, but the Trustees shall not be liable for failing so to do. Copies
of any amendment or of the supplemental Declaration of Trust shall be
filed as specified in Section 5 of this Article XIV.

Section 8. DEFINITION The term "vote of a majority of the
outstanding voting securities", when used herein, shall have the meaning
specified in the 1940 Act as now in effect or as hereafter amended.

Nothing contained in this Declaration shall permit the amendment
of this Declaration to impair the exemption from personal liability of the

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<PAGE>

Shareholders, Trustees, officers, employees and agents of the Trust or to
permit assessments upon Shareholders.

Notwithstanding any other provision hereof, until such time as a
Registration Statement under the Securities Act of 1933, as amended,
covering the first public offering of securities of the Trust shall have
become effective, this Declaration may be terminated or amended in any
respect by the affirmative vote of a majority of the Trustees or by an
instrument signed by a majority of the Trustees.

IN WITNESS WHEREOF, the undersigned have executed this instrument
this 25th day of May, 1989.

/s/ James B. Hawkes /s/ John L. Thorndike
------------------- ----------------------
James B. Hawkes John L. Thorndike

- 18 -
<PAGE>

THE COMMONWEALTH OF MASSACHUSETTS

May 25, 1989

Suffolk, ss. Boston, Massachusetts

Then personally appeared the above named James B. Hawkes and John
L. Thorndike, being all of the Trustees then in office, who severally
acknowledged the foregoing instrument to be their free act and deed.

Before me,

/s/ Ruth E. McDonald
--------------------
Notary Public

My commission expires: June 4, 1993.

- 19 -
<PAGE>

The Address of the Trust and Trustees is:

24 Federal Street
Boston, Massachusetts 02110

- 20 -
<PAGE>

<PAGE>

EATON VANCE GROWTH TRUST
(formerly called Eaton Vance Growth Fund)

AMENDMENT TO DECLARATION OF TRUST

August 18, 1992

AMENDMENT, made August 18, 1992, to the Declaration of Trust made
May 25, 1989 (hereinafter called the "Declaration") of Eaton Vance Growth
Fund, a Massachusetts business trust (hereinafter called the "Trust"), by
the undersigned being at least a majority of the Trustees of the Trust in
office on August 18, 1992.

WHEREAS, Section 7 of Article XIV of the Declaration empowers the
Trustees of the Trust to amend the Declaration without the vote or consent
of Shareholders to change the name of the Trust;

WHEREAS, the Trustees of the Trust have deemed it desirable to
amend the Declaration in the following manner to change the name of the
Trust, and a majority of the Trustees are empowered to make, execute and
file this Amendment to the Declaration;

NOW, THEREFORE, the undersigned Trustees do hereby amend the
Declaration in the following manner:

1. The caption at the head of the Declaration is hereby amended
to read as follows:

EATON VANCE GROWTH TRUST

2. Article I of the Declaration is hereby amended to read as
follows:

ARTICLE I

NAME

This Trust shall be known as Eaton Vance Growth Trust.
<PAGE>

IN WITNESS WHEREOF, the undersigned Trustees have executed this
instrument this 18th day of August, 1992.

/s/ Landon T. Clay /s/ Samuel L. Hayes, III
------------------------ ---------------------------
Landon T. Clay Samuel L. Hayes, III

/s/ Donald R. Dwight /s/ Norton H. Reamer
----------------------- ----------------------------
Donald R. Dwight Norton H. Reamer

/s/ James B. Hawkes /s/ John L. Thorndike
----------------------- -----------------------------
James B. Hawkes John L. Thorndike

--------------------------
Jack L. Treynor

-2-
<PAGE>

<PAGE>

Form of

EATON VANCE GROWTH TRUST
------------------------

Amendment and Restatement
of
Establishment and Designation of Series of Shares
of Beneficial Interest, Without Par Value

WHEREAS, the Trustees of Eaton Vance Growth Trust, a
Massachusetts business trust (the "Trust"), have previously designated
separate series (or "Funds"); and

WHEREAS, the Trustees now desire to further redesignate the
series or Funds pursuant to Section 2 of Article VI of the Trust's Amended
and Restated Declaration of Trust dated May 25, 1989, as further amended
August 18, 1992 (the "Declaration of Trust");

NOW, THEREFORE, the undersigned, being at least a majority of the
duly elected and qualified Trustees presently in office of the Trust,
hereby divide the shares of beneficial interest of the Trust into nine
separate series ("Funds"), each Fund to have the following special and
relative rights:

1. The Funds shall be designated as follows:

EV Marathon Information Age Fund
EV Traditional Information Age Fund
EV Marathon Gold & Natural Resources Fund
EV Classic Greater China Growth Fund
EV Marathon Greater China Growth Fund
EV Traditional Greater China Growth Fund
EV Classic Growth Fund
EV Marathon Growth Fund
EV Traditional Growth Fund

2. Each Fund shall be authorized to invest in cash,
securities, instruments and other property as from time to time described
in the Trust's then currently effective registration statements under the
Securities Act of 1933 and the Investment Company Act of 1940. Each share
of beneficial interest of each Fund ("share") shall be redeemable, shall
be entitled to one vote (or fraction thereof in respect of a fractional
share) on matters on which shares of that Fund shall be entitled to vote
and shall represent a pro rata beneficial interest in the assets allocated
to that Fund, all as provided in the Declaration of Trust. The proceeds
of sales of shares of each Fund, together with any income and gain
thereon, less any diminution or expenses thereof, shall irrevocably belong
to such Fund, unless otherwise required by law. Each share of a Fund
shall be entitled to receive its pro rata share of net assets of that Fund
upon liquidation of that Fund.
<PAGE>

3. Shareholders of each Fund shall vote separately as a
class to the extent provided in Rule 18f-2, as from time to time in
effect, under the Investment Company Act of 1940.

4. The assets and liabilities of the Trust shall be
allocated among the above-referenced Funds as set forth in Section 2 of
Article VI of the Declaration of Trust, except as provided below:

(a) Costs incurred by each Fund in connection with its
organization and start-up, including Federal and state registration and
qualification fees and expenses of the initial public offering of such
Fund's shares, shall (if applicable) be borne by such Fund and deferred
and amortized over the five year period beginning on the date that such
Fund commences operations.

(b) Reimbursement required under any expense limitation
applicable to the Trust shall be allocated among those Funds whose expense
ratios exceed such limitation on the basis of the relative expense ratios
of such Funds.

(c) The liabilities, expenses, costs, charges and reserves of
the Trust (other than the management and investment advisory fees or the
organizational expenses paid by the Trust) which are not readily
identifiable as belonging to any particular Fund shall be allocated among
the Funds on an equitable basis as determined by the Trustees.

5. The Trustees (including any successor Trustees) shall
have the right at any time and from time to time to reallocate assets and
expenses or to change the designation of any Fund now or hereafter
created, or to otherwise change the special and relative rights of any
such Fund, and to terminate any Fund or add additional Funds as provided
in the Declaration of Trust.

6. Any Fund may merge or consolidate with any other
corporation, association, trust or other organization or may sell, lease
or exchange all or substantially all of its property, including its good
will, upon such terms and conditions and for such consideration when and
as authorized by the Trustees; and any such merger, consolidation, sale,
lease or exchange shall be deemed for all purposes to have been
accomplished under and pursuant to the statutes of the Commonwealth of
Massachusetts. The Trustees may also at any time sell and convert into
money all the assets of any Fund. Upon making provision for the payment
of all outstanding obligations, taxes and other liabilities, accrued or
contingent, of such Fund, the Trustees shall distribute the remaining
assets of such Fund ratably among the holders of the outstanding shares.
Upon completion of the distribution of the remaining proceeds or the
remaining assets as provided in this paragraph 6, the Fund shall terminate
and the Trustees shall be discharged of any and all further liabilities
and duties hereunder with respect to such Fund and the right, title and
interest of all parties with respect to such Fund shall be cancelled and
discharged.

-2-
<PAGE>

7. It is anticipated that the Declaration of Trust may be
revised to authorize the Trustees to divide each Fund and any other series
of shares into two or more classes and to fix and determine the relative
rights and preferences as between, and all provisions applicable to, each
of the different classes so established and designated by the Trustees.
The establishment and designation of any class of any Fund or other series
of shares shall be effective upon the execution by a majority of the then
Trustees of an instrument setting forth such establishment and designation
and the relative rights and preferences, and provisions applicable to,
such class, or as otherwise provided in such instrument.

Dated:

---------------------------- ------------------------------------
Landon T. Clay Donald R. Dwight

---------------------------- ------------------------------------
James B. Hawkes Samuel L. Hayes, III

---------------------------- ------------------------------------
Jack L. Treynor Norton H. Reamer

----------------------------
John L. Thorndike

-3-
<PAGE>

<PAGE>

EATON VANCE GROWTH TRUST

FORM OF MANAGEMENT CONTRACT
---------------------------

on behalf of EV Marathon Information Age Fund

AGREEMENT made this ______ day of ___________, 1995 between Eaton
Vance Growth Trust, a Massachusetts business trust (the "Trust"), on
behalf of EV Marathon Information Age Fund (the "Fund") and Eaton Vance
Management, a Massachusetts business trust (the "Manager"):

1. Duties of the Manager. The Trust hereby employs the Manager
to act as manager for and to manage and administer the affairs of the
Fund, subject to the supervision of the Trustees of the Trust, for the
period and on the terms set forth in this Contract.

The Manager hereby accepts such employment, and agrees to manage
and administer the Fund's business affairs and, in connection therewith,
to furnish for the use of the Fund office space and all necessary office
facilities, equipment and personnel for administering the affairs of the
Fund.

The Manager's services include monitoring and providing reports
to the Trustees of the Trust concerning the investment performance
achieved by the investment adviser for Information Age Portfolio,
recordkeeping, preparation and filing of documents required to comply with
Federal and state securities laws, supervising the activities of the
transfer agent of the Fund, providing assistance in connection with
Trustees and shareholders' meetings and other management and
administrative services necessary to conduct the business of the Fund. The
Manager shall not provide any investment management or advisory services
to the Fund.

2. Compensation of the Manager. For the services, payments and
facilities to be furnished hereunder by the Manager, the Fund shall pay to
the Manager on the last day of such month a fee computed by applying the
annual asset rate applicable to that portion of the average daily net
assets of the Fund throughout the month in each Category as indicated
below:

Annual
Category Average Daily Net Assets Asset Rate
-------- ------------------------ ----------

1 less than $500 million 0.25000%
2 $500 million but less than $1 billion 0.23333%
3 $1 billion but less than $1.5 billion 0.21667%
4 $1.5 billion but less than $2 billion 0.20000%
5 $2 billion but less than $3 billion 0.18333%
6 $3 billion and over 0.16667%
<PAGE>

The average daily net assets of the Fund will be computed in accordance
with the Declaration of Trust, and any applicable votes of the Trustees of
the Trust. In case of initiation or termination of this Contract during
any month, the fee for that month shall be reduced proportionately on the
basis of the number of calendar days during which it is in effect and the
fee shall be computed upon the average net assets for the business days it
is so in effect for that month.

The Manager may, from time to time, waive all or a part of the
above compensation.

3. Allocation of Charges and Expenses. It is understood that
the Fund will pay all its expenses other than those expressly stated to be
payable by the Manager hereunder, which expenses payable by the Fund shall
include, without implied limitation, (i) expenses of maintaining the Fund
and continuing its existence, (ii) registration of the Trust under the
Investment Company Act of 1940, (iii) commissions, fees and other expenses
connected with the purchase or sale of securities and other investments,
(iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi)
governmental fees, (vii) expenses of issue, sale, repurchase and
redemption of shares, (viii) expenses of registering and qualifying the
Fund and its shares under federal and state securities laws and of
preparing and printing prospectuses for such purposes and for distributing
the same to shareholders and investors, and fees and expenses of
registering and maintaining registrations of the Fund and of the Fund's
principal underwriter, if any, as broker-dealer or agent under state
securities laws, (ix) expenses of reports and notices to shareholders and
of meetings of shareholders and proxy solicitations therefor, (x) expenses
of reports to governmental officers and commissions, (xi) insurance
expenses, (xii) association membership dues, (xiii) fees, expenses and
other disbursements, if any, of custodians and sub-custodians for all
services to the Fund (including without limitation safekeeping of funds,
securities and other investments, keeping of books and accounts and
determination of net asset value), (xiv) fees, expenses and disbursements
of transfer agents, dividend disbursing agents, shareholder servicing
agents and registrars for all services to the Fund, (xv) expenses of
servicing shareholder accounts, (xvi) any direct charges to shareholders
approved by the Trustees of the Trust, (xvii) compensation and expenses of
Trustees of the Trust who are not members of the Manager's organization,
(xviii) all payments to be made and expenses to be assumed by the Fund
pursuant to any one or more distribution plans adopted by the Trust on
behalf of the Fund pursuant to Rule 12b-1 under the Investment Company Act
of 1940 and (xix) such non-recurring items as may arise, including
expenses incurred in connection with litigation, proceedings and claims
and the obligation of the Trust to indemnify its Trustees and officers
with respect thereto.

4. Other Interests. It is understood that Trustees, officers
and shareholders of the Trust are or may be or become interested in the
Manager as Trustees, officers, or employees, or otherwise and that
Trustees, officers and employees of the Manager are or may be or become
similarly interested in the Trust, and that the Manager may be or become
interested in the Fund as shareholder or otherwise. It is also understood
that Trustees, officers and employees of the Manager may be or become
<PAGE>

interested (as directors, trustees, officers, employees, stockholders or
otherwise) in other companies or entities (including, without limitation,
other investment companies) which the Manager may organize, sponsor or
acquire, or with which it may merge or consolidate, and that the Manager
or its subsidiaries or affiliates may enter into advisory or management
agreements or other contracts or relationships with such other companies
or entities.

5. Limitation of Liability of the Manager. The services of the
Manager of the Fund are not to be deemed to be exclusive, the Manager
being free to render services to others and engage in other business
activities. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the
part of the Manager, the Manager shall not be subject to liability to the
Fund or to any shareholder of the Fund for any act or omission in the
course of, or connected with, rendering services hereunder or for any
losses which may be sustained in the purchase, holding or sale of any
security or other instrument, including options and futures contracts.

6. Duration and Termination of the Contract. This Contract
shall become effective upon the date of its execution, and, unless
terminated as herein provided, shall remain in full force and effect to
and including February 28, 1996 and shall continue in full force and
effect indefinitely thereafter, but only so long as such continuance after
February 28, 1996 is specifically approved at least annually by the
Trustees of the Trust.

Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without the payment
of any penalty, by action of its Trustees, and the Trust may, at any time
upon such written notice to the Manager, terminate this Contract by vote
of a majority of the outstanding voting securities of the Fund. This
Contract shall terminate automatically in the event of its assignment.

7. Amendment of the Contract. This Contract may be amended by a
writing signed by both parties hereto, provided that no amendment to this
Contract shall be effective until approved by the vote of a majority of
the Trustees of the Trust.

8. Limitation of Liability. The Fund shall not be responsible
for the obligations of any other series of the Trust. The Manager
expressly acknowledges the provision in the Amended and Restated
Declaration of Trust (Article IV, Section 4.1) limiting the personal
liability of shareholders of the Trust, and the Manager hereby agrees that
it shall have recourse only to the assets of the Fund for payment of
claims or obligations as between the Fund and Manager arising out of this
Contract and shall not seek satisfaction from the shareholders or any
shareholder or Trustee of the Fund or the Trust.

- 3 -
<PAGE>

9. Use of the Name "Eaton Vance". The Manager hereby consents
to the use by the Fund of the name "Eaton Vance" as part of the Fund's
name; provided, however, that such consent shall be conditioned upon the
employment of the Manager or one of its affiliates as the manager or
investment adviser of the Fund. The name "Eaton Vance" or any variation
thereof may be used from time to time in other connections and for other
purposes by the Manager and its affiliates and other investment companies
that have obtained consent to the use of the name "Eaton Vance." Eaton
Vance shall have the right to require the Fund to cease using the name
"Eaton Vance" as part of the Fund's name if the Fund ceases, for any
reason, to employ the Manager or one if its affiliates as the Fund's
manager or investment adviser. Future names adopted by the Fund for
itself, insofar as such names include identifying words requiring the
consent of the Manager, shall be the property of the Manager and shall be
subject to the same terms and conditions.

10. Certain Definitions. The term "assignment" when used herein
shall have the meaning specified in the Investment Company Act of 1940 as
now in effect or as hereafter amended subject, however, to such exemptions
as may be granted by the Securities and Exchange Commission by any rule,
regulation or order. The term "vote of a majority of the outstanding
voting securities of the Fund" shall mean the vote of the lesser of (a) 67
per centum or more of the shares of the Fund present or represented by
proxy at the meeting if the holders of more than 50 per centum of the
outstanding shares of the Fund are present or represented by proxy at the
meeting, or (b) more than 50 per centum of the outstanding shares of the
Fund.

EATON VANCE GROWTH TRUST EATON VANCE MANAGEMENT
(on behalf of EV Marathon
Information Age Fund)

By By
President Vice President,
and not individually

- 4 -
<PAGE>

<PAGE>

EATON VANCE GROWTH TRUST

FORM OF MANAGEMENT CONTRACT
---------------------------

on behalf of EV Traditional Information Age Fund

AGREEMENT made this ______ day of _____________, 1995 between
Eaton Vance Growth Trust, a Massachusetts business trust (the "Trust"), on
behalf of EV Traditional Information Age Fund (the "Fund") and Eaton Vance
Management, a Massachusetts business trust (the "Manager"):

Annual
Category Average Daily Net Assets Asset Rate
------- ------------------------ -----------

The Manager may, from time to time, waive all or a part of the
above compensation.

4. Other Interests. It is understood that Trustees, officers
and shareholders of the Trust are or may be or become interested in the
Manager as Trustees, officers, or employees, or otherwise and that

- 2 - a:\tinfagef.man
<PAGE>

Trustees, officers and employees of the Manager are or may be or become
similarly interested in the Trust, and that the Manager may be or become
interested in the Fund as shareholder or otherwise. It is also understood
that Trustees, officers and employees of the Manager may be or become
interested (as directors, trustees, officers, employees, stockholders or
otherwise) in other companies or entities (including, without limitation,
other investment companies) which the Manager may organize, sponsor or
acquire, or with which it may merge or consolidate, and that the Manager
or its subsidiaries or affiliates may enter into advisory or management
agreements or other contracts or relationships with such other companies
or entities.

- 3 - a:\tinfagef.man
<PAGE>

Contract and shall not seek satisfaction from the shareholders or any
shareholder or Trustee of the Fund or the Trust.

EATON VANCE GROWTH TRUST EATON VANCE MANAGEMENT
(on behalf of EV Traditional
Information Age Fund)

By____________________________ By ______________________
President Vice President,
and not individually

- 4 - a:\tinfagef.man
<PAGE>

<PAGE>

EATON VANCE GROWTH TRUST

FORM OF DISTRIBUTION AGREEMENT

ON BEHALF OF EV MARATHON INFORMATION AGE FUND

AGREEMENT effective as of ____________, 1995 between EATON VANCE
GROWTH TRUST, a Massachusetts business trust having its principal place of
business in Boston in the Commonwealth of Massachusetts, hereinafter
called the "Trust", on behalf of EV Marathon Information Age Fund (the
"Fund"), and EATON VANCE DISTRIBUTORS, INC., a Massachusetts corporation
having its principal place of business in said Boston, hereinafter
sometimes called the "Principal Underwriter".

IN CONSIDERATION of the mutual promises and undertakings herein
contained, the parties hereto agree:

1. The Trust grants to the Principal Underwriter the right to
purchase shares of the Fund upon the terms hereinbelow set forth during
the term of this Agreement. While this Agreement is in force, the
Principal Underwriter agrees to use its best efforts to find purchasers
for shares of the Fund.

The Principal Underwriter shall have the right to buy from the
Fund the shares needed, but not more than the shares needed (except for
clerical errors and errors of transmission) to fill unconditional orders
for shares of the Fund placed with the Principal Underwriter by financial
service firms or investors as set forth in the current Prospectus relating
to shares of the Fund. The price which the Principal Underwriter shall
pay for the shares so purchased shall be equal to the price paid by
investors upon purchasing such shares. The Principal Underwriter shall
notify Investors Bank & Trust Company, Custodian of the Fund ("IBT"), and
The Shareholder Services Group, Inc., Transfer Agent of the Fund ("TSSG"),
or a successor transfer agent, at the end of each business day, or as soon
thereafter as the orders placed with it have been compiled, of the number
of shares and the prices thereof which the Principal Underwriter is to
purchase as principal for resale. The Principal Underwriter shall take
down and pay for shares ordered from the Fund on or before the eleventh
business day (excluding Saturdays) after the shares have been so ordered.

The right granted to the Principal Underwriter to buy shares from
the Fund shall be exclusive, except that said exclusive right shall not
apply to shares issued in connection with the merger or consolidation of
any other investment company or personal holding company with the Fund or
the acquisition by purchase or otherwise of all (or substantially all) the
assets or the outstanding shares of any such company, by the Fund; nor
shall it apply to shares, if any, issued by the Fund in distribution of
income or realized capital gains of the Fund payable in shares or in cash
at the option of the shareholder.
<PAGE>

2. The shares may be resold by the Principal Underwriter to or
through financial service firms having agreements with the Principal
Underwriter, and to investors, upon the following terms and conditions.

The net asset value of shares of the Fund shall be determined by
the Trust or IBT, as the agent of the Fund, as of the close of regular
trading on the New York Stock Exchange on each business day on which said
Exchange is open, or as of such other time on each such business day as
may be determined by the Trustees of the Trust, in accordance with the
methodology and procedures for calculating such net asset value authorized
by the Trustees. The Trust may also cause the net asset value to be
determined in substantially the same manner or estimated in such manner
and as of such other time or times as may from time to time be agreed upon
by the Trust and Principal Underwriter. The Trust will notify the
Principal Underwriter each time the net asset value of the Fund's shares
is determined and when such value is so determined it shall be applicable
to transactions as set forth in the current Prospectus and Statement of
Additional Information (hereafter the "Prospectus") relating to the Fund's
shares.

No shares of the Fund shall be sold by the Fund during any period
when the determination of net asset value is suspended pursuant to the
Declaration of Trust, except to the Principal Underwriter, in the manner
and upon the terms above set forth to cover contracts of sale made by the
Principal Underwriter with its customers prior to any such suspension, and
except as provided in the last paragraph of paragraph 1 hereof. The Trust
shall also have the right to suspend the sale of the Fund's shares if in
the judgment of the Trust conditions obtaining at any time render such
action advisable. The Principal Underwriter shall have the right to
suspend sales at any time, to refuse to accept or confirm any order from
an investor or financial service firm, or to accept or confirm any such
order in part only, if in the judgment of the Principal Underwriter such
action is in the best interests of the Fund.

3. The Trust agrees that it will, from time to time, but subject
to the necessary approval of the Fund's shareholders, take such steps as
may be necessary to register the Fund's shares under the federal
Securities Act of 1933, as amended from time to time, (the "1933 Act"), to
the end that there will be available for sale such number of shares as the
Principal Underwriter may reasonably be expected to sell. The Trust
agrees to indemnify and hold harmless the Principal Underwriter and each
person, if any, who controls the Principal Underwriter within the meaning
of Section 15 of the 1933 Act against any loss, liability, claim, damages
or expense (including the reasonable cost of investigating or defending

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<PAGE>

any alleged loss, liability, claim, damages or expense and reasonable
counsel fees incurred in connection therewith), arising by reason of any
person acquiring any shares of the Fund, which may be based upon the 1933
Act or on any other statute or at common law, on the ground that the
Registration Statement or Prospectus, as from time to time amended and
supplemented, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary in order
to make the statements therein not misleading, unless such statement or
omission was made in reliance upon, and in conformity with, information
furnished in writing to the Trust in connection therewith by or on behalf
of the Principal Underwriter; provided, however, that in no case (i) is
the indemnity of the Trust in favor of the Principal Underwriter and any
such controlling person to be deemed to protect such Principal Underwriter
or any such controlling person against any liability to the Trust or the
Fund or its security holders to which such Principal Underwriter or any
such controlling person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and
duties under this Agreement, or (ii) is the Trust or the Fund to be liable
under its indemnity agreement contained in this paragraph with respect to
any claim made against the Principal Underwriter or any such controlling
person unless the Principal Underwriter or any such controlling person, as
the case may be, shall have notified the Trust in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the
Principal Underwriter or such controlling person (or after such Principal
Underwriter or such controlling person shall have received notice of such
service on any designated agent), but failure to notify the Trust of any
such claim shall not relieve it from any liability which the Fund may have
to the person against whom such action is brought otherwise than on
account of its indemnity agreement contained in this paragraph. The Trust
shall be entitled to participate, at the expense of the Fund, in the
defense, or, if the Trust so elects, to assume the defense of any suit
brought to enforce any such liability, but if the Trust elects to assume
the defense, such defense shall be conducted by counsel chosen by it and
satisfactory to the Principal Underwriter or controlling person or
persons, defendant or defendants in the suit. In the event the Trust
elects to assume the defense of any such suit and retains such counsel,
the Principal Underwriter or controlling person or persons, defendant or
defendants in the suit, shall bear the fees and expenses of any additional
counsel retained by them, but, in case the Trust does not elect to assume
the defense of any such suit, the Fund shall reimburse the Principal
Underwriter or controlling person or persons, defendant or defendants in
the suit, for the reasonable fees and expenses of any counsel retained by
them. The Trust agrees promptly to notify the Principal Underwriter of
the commencement of any litigation or proceedings against it or any of its
officers or Trustees in connection with the issuance or sale of any of the
Fund's shares.

- 3 -
<PAGE>

4. The Principal Underwriter covenants and agrees that, in
selling the shares of the Fund, it will use its best efforts in all
respects duly to conform with the requirements of all state and federal
laws relating to the sale of such shares, and will indemnify and hold
harmless the Trust and each of its Trustees and officers and each person,
if any, who controls the Trust within the meaning of Section 15 of the
1933 Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith), arising by reason of any person
acquiring any shares of the Fund, which may be based upon the 1933 Act or
any other statute or at common law, on account of any wrongful act of the
Principal Underwriter or any of its employees (including any failure to
conform with any requirement of any state or federal law relating to the
sale of such shares) or on the ground that the registration statement or
Prospectus, as from time to time amended and supplemented, includes an
untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, insofar as any such statement or omission was made
in reliance upon, and in conformity with information furnished in writing
to the Fund in connection therewith by or on behalf of the Principal
Underwriter, provided, however, that in no case (i) is the indemnity of
the Principal Underwriter in favor of any person indemnified to be deemed
to protect the Fund or any such person against any liability to which the
Fund or any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its or
his duties or by reason of its or his reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Principal
Underwriter to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Fund or any person
indemnified unless the Trust or such person, as the case may be, shall
have notified the Principal Underwriter in writing within a reasonable
time after the summons or other first legal process giving information of
the nature of the claim shall have been served upon the Trust, the Fund or
upon such person (or after the Trust or such person shall have received
notice of such service on any designated agent), but failure to notify the
Principal Underwriter of any such claim shall not relieve it from any
liability which it may have to the Fund or any person against whom such
action is brought otherwise than on account of its indemnity agreement
contained in this paragraph. The Principal Underwriter shall be entitled
to participate, at its own expense, in the defense, or, if it so elects,
to assume the defense of any suit brought to enforce any such liability,
but if the Principal Underwriter elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the
Trust, or to its officers or Trustees, or to any controlling person or
persons, defendant or defendants in the suit. In the event that the
Principal Underwriter elects to assume the defense of any such suit and
retains such counsel, the Fund or such officers or Trustees or controlling
person or persons, defendant or defendants in the suit, shall bear the
fees and expenses of any additional counsel retained by them or the Trust,

- 4 -
<PAGE>

but, in case the Principal Underwriter does not elect to assume the
defense of any such suit, it shall reimburse the Fund, any such officers
and Trustees or controlling person or persons, defendant or defendants in
such suit, for the reasonable fees and expenses of any counsel retained by
them or the Trust. The Principal Underwriter agrees promptly to notify
the Trust of the commencement of any litigation or proceedings against it
in connection with the issue and sale of any of the Fund's shares.

Neither the Principal Underwriter nor any financial service firm
nor any other person is authorized by the Trust to give any information or
to make any representations, other than those contained in the
Registration Statement or Prospectus filed with the Securities and
Exchange Commission (the "Commission") under the 1933 Act, (as said
Registration Statement and Prospectus may be amended or supplemented from
time to time), covering the shares of the Fund. Neither the Principal
Underwriter nor any financial service firm nor any other person is
authorized to act as agent for the Trust or the Fund in connection with
the offering or sale of shares of the Fund to the public or otherwise.
All such sales made by the Principal Underwriter shall be made by it as
principal, for its own account. The Principal Underwriter may, however,
act as agent in connection with the repurchase of shares as provided in
paragraph 6 below, or in connection with "exchanges" between investment
companies for which the Principal Underwriter acts as Principal
Underwriter or for which an affiliate of the Principal Underwriter acts as
investment adviser.

5(a). The Fund will pay, or cause to be paid -

(i) all the costs and expenses of the Fund, including
fees and disbursements of its counsel, in connection with the preparation
and filing of any required Registration Statement and/or Prospectus under
the 1933 Act, or the Investment Company Act of 1940, as amended from time
to time, (the "1940 Act") covering its shares and all amendments and
supplements thereto, and preparing and mailing periodic reports to
shareholders (including the expense of setting up in type any such
Registration Statement, Prospectus or periodic report);

(ii) the cost of preparing temporary and permanent share
certificates (if any) for shares of the Fund;

(iii) The cost and expenses of delivering to the
Principal Underwriter at its office in Boston, Massachusetts, all shares
of the Fund purchased by it as principal hereunder; and

(iv) all the federal and state (if any) issue and/or
transfer taxes payable upon the issue by or (in the case of treasury
shares) transfer from the Fund to the Principal Underwriter of any and all
shares of the Fund purchased by the Principal Underwriter hereunder.

- 5 -
<PAGE>

(b) The Principal Underwriter agrees that, after the Prospectus
and periodic reports have been set up in type, it will bear the expense of
printing and distributing any copies thereof which are to be used in
connection with the offering of shares of the Fund to financial service
firms or investors. The Principal Underwriter further agrees that it will
bear the expenses of preparing, printing and distributing any other
literature used by the Principal Underwriter or furnished by it for use by
financial service firms in connection with the offering of the shares of
the Fund for sale to the public and any expenses of advertising in
connection with such offering. The Fund agrees to pay the expenses of
registration and maintaining registration of its shares for sale under
federal and state securities laws, and, if necessary or advisable in
connection therewith, of qualifying the Trust or the Fund as a dealer or
broker, in such states as shall be selected by the Principal Underwriter
and the fees payable to each such state for continuing the qualification
therein until the Principal Underwriter notifies the Trust that it does
not wish such qualification continued.

(c) In addition, the Trust agrees, in accordance with the
Fund's Distribution Plan (the "Plan"), adopted pursuant to Rule 12b-1
under the 1940 Act with respect to shares, to make certain payments as
follows. The Principal Underwriter shall be entitled to be paid by the
Fund a sales commission equal to an amount not exceeding 5% of the price
received by the Fund for each sale of shares (excluding reinvestment of
dividends and distributions), such payment to be made in the manner set
forth in this paragraph 5. The Principal Underwriter shall also be
entitled to be paid by the Fund a separate distribution fee (calculated in
accordance with paragraph 5(d)), such payment to be made in the manner set
forth and subject to the terms of this paragraph 5.

(d) The sales commissions and distribution fees referred to
in paragraph 5(c) shall be accrued and paid by the Fund in the following
manner. The Fund shall accrue daily an amount calculated at the rate of
.75% per annum of the daily net assets of the Fund, which net assets shall
be computed in accordance with the governing documents of the Fund and
applicable votes and determinations of the Trustees of the Trust. The
daily amounts so accrued throughout the month shall be paid to the
Principal Underwriter on the last day of each month. The amount of such
daily accrual, as so calculated, shall first be applied and charged to all
unpaid sales commissions, and the balance, if any, shall then be applied
and charged to all unpaid distribution fees. No amount shall be accrued
with respect to any day on which there exist no outstanding uncovered
distribution charges of the Principal Underwriter. The amount of such
uncovered distribution charges shall be calculated daily. For purposes of
this calculation, distribution charges of the Principal Underwriter shall
include (a) the aggregate of all sales commissions which the Principal
Underwriter has been paid pursuant to this paragraph (d) plus all sales
commissions which it is entitled to be paid pursuant to paragraph 5(c)
since inception of this Agreement through and including the day next
preceding the date of calculation, and (b) an amount equal to the

- 6 -
<PAGE>

aggregate of all distribution fees referred to below which the Principal
Underwriter has been paid pursuant to this paragraph (d) plus all such
fees which it is entitled to be paid pursuant to paragraph 5(c) since
inception of this Agreement through and including the day next preceding
the date of calculation. From this sum (distribution charges) there shall
be subtracted (i) the aggregate amount paid or payable to the Principal
Underwriter pursuant to this paragraph (d) since inception of this
Agreement through and including the day next preceding the date of
calculation and (ii) the aggregate amount of all contingent deferred sales
charges paid or payable to the Principal Underwriter since inception of
this Agreement through and including the day next preceding the date of
calculation. If the result of such subtraction is a positive amount, a
distribution fee [computed at the rate of 1% per annum above the prime
rate (being the base rate on corporate loans posted by at least 75% of the
nation's 30 largest banks) then being reported in the Eastern Edition of
The Wall Street Journal or if such prime rate is not so reported such
other rate as may be designated from time to time by vote or other action
of a majority of (i) those Trustees of the Trust who are not "interested
persons" of the Trust (as defined in the 1940 Act) and have no direct or
indirect financial interest in the operation of the Plan or any agreements
related to it and (ii) all of the Trustees then in office] shall be
computed on such amount and added to such amount, with the resulting sum
constituting the amount of outstanding uncovered distribution charges of
the Principal Underwriter with respect to such day for all purposes of
this Agreement. If the result of such subtraction is a negative amount,
there shall exist no outstanding uncovered distribution charges of the
Principal Underwriter with respect to such day and no amount shall be
accrued or paid to the Principal Underwriter with respect to such day.
The aggregate amounts accrued and paid pursuant to this paragraph (d)
during any fiscal year of the Fund shall not exceed .75% of the average
daily net assets of the Fund for such year.

(e) The Principal Underwriter shall be entitled to receive all
contingent deferred sales charges paid or payable with respect to any day
on which there exist outstanding uncovered distribution charges of the
Principal Underwriter. The Fund shall be entitled to receive all
remaining contingent deferred sales charges paid or payable by
shareholders with respect to any day on which there exist no outstanding
uncovered distribution charges of the Principal Underwriter, provided that
no such sales charge which would cause the Fund to exceed the maximum
applicable cap imposed thereon by paragraph (2) of subsection (d) of
Section 26 of Article III of the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. shall be imposed.

(f) The persons authorized to direct the disposition of monies
paid or payable on behalf of the Fund pursuant to the Plan or this
Agreement shall be the President or any Vice President of the Trust. Such
persons shall provide to the Trust's Trustees and the Trustees shall
review, at least quarterly, a written report of the amounts so expended
and the purposes for which such expenditures were made.

- 7 -
<PAGE>

(g) In addition to the payments to the Principal Underwriter
provided for in paragraph 5(d), the Fund may make payments of service fees
to the Principal Underwriter, Authorized Firms and other persons. The
aggregate of such payments during any fiscal year of the Fund shall not
exceed .25% of the Fund's average daily net assets for such year.

6. The Trust hereby authorizes the Principal Underwriter to
repurchase, upon the terms and conditions set forth in written
instructions given by the Trust to the Principal Underwriter from time to
time, as agent of the Fund and for its account, such shares of the Fund as
may be offered for sale to the Fund from time to time.

(a) The Principal Underwriter shall notify in writing IBT and
TSSG at the end of each business day, or as soon thereafter as the
repurchases in each pricing period have been compiled, of the number of
shares repurchased for the account of the Fund since the last previous
report, together with the prices at which such repurchases were made, and
upon the request of any officer or Trustee of the Trust shall furnish
similar information with respect to all repurchases made up to the time of
the request on any day.

(b) The Trust reserves the right to suspend or revoke the
foregoing authorization at any time; unless otherwise stated, any such
suspension or revocation shall be effective forthwith upon receipt of
notice thereof by an officer of the Principal Underwriter, by telegraph or
by written instrument from an officer of the Trust duly authorized by its
Trustees. In the event that the authorization of the Principal
Underwriter is, by the terms of such notice, suspended for more than
twenty-four hours or until further notice, the authorization given by this
paragraph 6 shall not be revived except by action of a majority of the
Trustees of the Trust.

(c) The Principal Underwriter shall have the right to terminate
the operation of this paragraph 6 upon giving to the Trust thirty (30)
days' written notice thereof.

(d) The Trust agrees to authorize and direct TSSG to pay, for
the account of the Fund, the purchase price of any shares so repurchased
against delivery of the certificates in proper form for transfer to the
Fund or for cancellation by the Fund.

(e) The Principal Underwriter shall receive no commission in
respect of any repurchase of shares under the foregoing authorization and
appointment as agent, except for any sales commission, distribution fee or
contingent deferred sales charges payable under paragraph 5.

(f) The Trust agrees that the Fund will reimburse the Principal
Underwriter, from time to time on demand, for any reasonable expenses
incurred in connection with the repurchase of shares of the Fund pursuant
to this paragraph 6.

- 8 -
<PAGE>

7. If, at any time during the existence of this Agreement, the
Trust shall deem it necessary or advisable in the best interests of the
Fund that any amendment of this Agreement be made in order to comply with
the recommendations or requirements of the Commission or other
governmental authority or to obtain any advantage under Massachusetts or
federal tax laws, and shall notify the Principal Underwriter of the form
of amendment which it deems necessary or advisable and the reasons
therefor, and, if the Principal Underwriter declines to assent to such
amendment, the Trust may terminate this Agreement forthwith by written
notice to the Principal Underwriter. If, at any time during the existence
of its agreement upon request by the Principal Underwriter, the Trust
fails (after a reasonable time) to make any changes in its Declaration of
Trust, as amended, or in its methods of doing business which are necessary
in order to comply with any requirement of federal law or regulations of
the Commission or of a national securities association of which the
Principal Underwriter is or may be a member, relating to the sale of the
shares of the Fund, the Principal Underwriter may terminate this Agreement
forthwith by written notice to the Trust.

8. The term "net asset value" as used in this Agreement with
reference to the shares of the Fund shall have the same meaning as used in
the Declaration of Trust, as amended, and calculated in the manner
referred to in paragraph 2 above.

9. (a) The Principal Underwriter is a corporation in the United
States organized under the laws of Massachusetts and holding membership in
the National Association of Securities Dealers, Inc., a securities
association registered under Section 15A of the Securities Exchange Act of
1934, as amended from time to time, and during the life of this Agreement
will continue to be so resident in the United States, so organized and a
member in good standing of said Association. The Principal Underwriter
will comply with the Trust's Declaration of Trust and By-Laws, and the
1940 Act and the rules promulgated thereunder, insofar as they are
applicable to the Principal Underwriter.

(b) The Principal Underwriter shall maintain in the United
States and preserve therein for such period or periods as the Commission
shall prescribe by rules and regulations applicable to it as Principal
Underwriter of an open-end investment company registered under the 1940
Act such accounts, books and other documents as are necessary or
appropriate to record its transactions with the Fund. Such accounts,
books and other documents shall be subject at any time and from time to
time to such reasonable periodic, special and other examinations by the
Commission or any member or representative thereof as the Commission may
prescribe. The Principal Underwriter shall furnish to the Commission
within such reasonable time as the Commission may prescribe copies of or
extracts from such records which may be prepared without effort, expense
or delay as the Commission may by order require.

- 9 -
<PAGE>

10. This Agreement shall continue in force indefinitely until
terminated as in this Agreement above provided, except that:

(a) this Agreement shall remain in effect for one year from
the date of its execution and shall continue in full force and effect
indefinitely thereafter, but only so long as such continuance is
specifically approved at least annually (i) by the vote of a majority of
the Trustees of the Trust who are not "interested persons" of the Trust
and who have no direct or indirect interest in the operation of the Plan
or this Agreement (the "Rule 12b-1 Trustees") cast in person at a meeting
called for the purpose of voting on such approval, and (ii) by the
Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Fund;

(b) this Agreement may be terminated at any time by vote of a
majority of the Rule 12b-1 Trustees or by vote of a majority of the
outstanding voting securities of the Fund on not more than sixty days'
notice to the Principal Underwriter. The Principal Underwriter shall be
entitled to receive all contingent deferred sales charges paid or payable
with respect to any day subsequent to the termination of this Agreement;

(c) the Principal Underwriter shall have the right to
terminate this Agreement on six (6) months' written notice thereof given
in writing to the Fund; and

(d) the Trust shall have the right to terminate this
Agreement forthwith in the event that it shall have been established by a
court of competent jurisdiction that the Principal Underwriter or any
director or officer of the Principal Underwriter has taken any action
which results in a breach of the covenants set out in paragraph 9 hereof.

11. In the event of the assignment of this Agreement by the
Principal Underwriter, this Agreement shall automatically terminate.

12. Any notice under this Agreement shall be in writing,
addressed and delivered, or mailed postage paid, to the other party, at
such address as such other party may designate for the receipt of such
notices. Until further notice to the other party, it is agreed that the
record address of the Trust and that of the Principal Underwriter, shall
be 24 Federal Street, Boston, Massachusetts 02110.

13. The services of the Principal Underwriter to the Fund
hereunder are not to be deemed to be exclusive, the Principal Underwriter
being free to (a) render similar service to, and to act as principal
underwriter in connection with the distribution of shares of, other series
of the Trust or other investment companies, and (b) engage in other
business and activities from time to time.

14. The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein,

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<PAGE>

shall have the respective meanings specified in the 1940 Act, subject,
however, to such exemptions as may be granted by the Commission by any
rule, regulation or order.

15. The Principal Underwriter expressly acknowledges the
provision in the Trust's Declaration of Trust limiting the personal
liability of the shareholders of the Fund or the Trustees of the Trust.
The Principal Underwriter hereby agrees that it shall have recourse to the
Trust or the Fund for payment of claims or obligations as between the
Trust or the Fund and the Principal Underwriter arising out of this
Agreement and shall not seek satisfaction from the shareholders or any
shareholder of the Trust or from the Trustees or any Trustee of the Trust.
The Fund shall not be responsible for obligations of any other series of
the Trust.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
on the ________ day of ____________, 1995.

EATON VANCE GROWTH TRUST
(on behalf of EV MARATHON
INFORMATION AGE FUND)

By ___________________________
President

EATON VANCE DISTRIBUTORS INC.

By ____________________________
President

- 11 -
<PAGE>

<PAGE>

EATON VANCE GROWTH TRUST

FORM OF DISTRIBUTION AGREEMENT

ON BEHALF OF EV TRADITIONAL INFORMATION AGE FUND

AGREEMENT effective as of _____________, 1995 between EATON VANCE
GROWTH TRUST, hereinafter called the "Trust", a Massachusetts business
trust having its principal place of business in Boston in the Commonwealth
of Massachusetts, on behalf of EV Traditional Information Age Fund,
hereinafter called the "Fund" and EATON VANCE DISTRIBUTORS, INC., a
Massachusetts corporation having its principal place of business in said
Boston, hereinafter sometimes called the "Principal Underwriter".

IN CONSIDERATION of the mutual promises and undertakings herein
contained, the parties hereto agree:

The Principal Underwriter shall have the right to buy from the
Fund the shares needed, but not more than the shares needed (except for
clerical errors and errors of transmission) to fill unconditional orders
for shares of the Fund placed with the Principal Underwriter by financial
service firms or investors as set forth in the current Prospectus relating
to shares of the Fund. The price which the Principal Underwriter shall
pay for the shares so purchased shall be the net asset value used in
determining the public offering price on which such orders were based.
The Principal Underwriter shall notify Investors Bank & Trust Company,
Custodian of the Fund ("IBT"), and The Shareholder Services Group, Inc.,
Transfer Agent of the Fund ("TSSG"), or a successor transfer agent, at the
end of each business day, or as soon thereafter as the orders placed with
it have been compiled, of the number of shares and the prices thereof
which the Principal Underwriter is to purchase as principal for resale.
The Principal Underwriter shall take down and pay for shares ordered from
the Fund on or before the eleventh business day (excluding Saturdays)
after the shares have been so ordered.

The public offering price, i.e., the price per share at which the
Principal Underwriter or financial service firm purchasing shares from the
Principal Underwriter may sell shares to the public, shall be the public
offering price as set forth in the current Prospectus relating to said
shares, but not to exceed the net asset value at which the Principal
Underwriter is to purchase the shares, plus a sales charge not to exceed
7.25% of the public offering price (the net asset value divided by .9275).
If the resulting public offering price does not come out to an even cent,
the public offering price shall be adjusted to the nearer cent.

The Principal Underwriter may also sell shares at the net asset
value at which the Principal Underwriter is to purchase such shares,
provided such sales are not inconsistent with the provisions of Section
22(d) of the Investment Company Act of 1940, as amended from time to time
(the "1940 Act"), and the rules thereunder, including any applicable
exemptive orders or administrative interpretations or "no-action"
positions with respect thereto.

- 2 -
<PAGE>

order in part only, if in the judgment of the Principal Underwriter such
action is in the best interests of the Fund.

3. The Trust covenants and agrees that it will, from time to
time, but subject to the necessary approval of the Fund's shareholders,
take such steps as may be necessary to register the Fund's shares under
the federal Securities Act of 1933, as amended from time to time (the
"1933 Act"), to the end that there will be available for sale such number
of shares as the Principal Underwriter may reasonably be expected to sell.
The Trust covenants and agrees to indemnify and hold harmless the
Principal Underwriter and each person, if any, who controls the Principal
Underwriter within the meaning of Section 15 of the 1933 Act against any
loss, liability, claim, damages or expense (including the reasonable cost
of investigating or defending any alleged loss, liability, claim, damages
or expense and reasonable counsel fees incurred in connection therewith),
arising by reason of any person acquiring any shares of the Fund, which
may be based upon the 1933 Act or on any other statute or at common law,
on the ground that the Registration Statement or Prospectus, as from time
to time amended and supplemented, includes an untrue statement of a
material fact or omits to state a material fact required to be stated
therein or necessary in order to make the statements therein not
misleading, unless such statement or omission was made in reliance upon,
and in conformity with, information furnished in writing to the Trust in
connection therewith by or on behalf of the Principal Underwriter;
provided, however, that in no case (i) is the indemnity of the Trust in
favor of the Principal Underwriter and any such controlling person to be
deemed to protect such Principal Underwriter or any such controlling
person against any liability to the Trust or the Fund or its security
holders to which such Principal Underwriter or any such controlling person
would otherwise be subject by reason of willful misfeasance, bad faith, or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement, or
(ii) is the Trust or the Fund to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the
Principal Underwriter or any such controlling person unless the Principal
Underwriter or any such controlling person, as the case may be, shall have
notified the Trust in writing within a reasonable time after the summons
or other first legal process giving information of the nature of the claim
shall have been served upon the Principal Underwriter or such controlling
person (or after such Principal Underwriter or such controlling person
shall have received notice of such service on any designated agent), but
failure to notify the Trust of any such claim shall not relieve it from
any liability which the Fund may have to the person against whom such
action is brought otherwise than on account of its indemnity agreement
contained in this paragraph. The Trust shall be entitled to participate,
at the expense of the Fund, in the defense, or, if the Trust so elects, to
assume the defense of any suit brought to enforce any such liability, but
if the Trust elects to assume the defense, such defense shall be conducted
by counsel chosen by it and satisfactory to the Principal Underwriter or
controlling person or persons, defendant or defendants in the suit. In

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<PAGE>

the event the Trust elects to assume the defense of any such suit and
retains such counsel, the Principal Underwriter or controlling person or
persons, defendant or defendants in the suit, shall bear the fees and
expenses of any additional counsel retained by them, but, in case the
Trust does not elect to assume the defense of any such suit, the Fund
shall reimburse the Principal Underwriter or controlling person or
persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Trust agrees promptly to
notify the Principal Underwriter of the commencement of any litigation or
proceedings against it or any of its officers or Trustees in connection
with the issuance or sale of any of the Fund's shares.

4. The Principal Underwriter covenants and agrees that, in
selling the shares of the Fund, it will use its best efforts in all
respects duly to conform with the requirements of all state and federal
laws relating to the sale of such shares, and will indemnify and hold
harmless the Trust and each of its Trustees and officers and each person,
if any, who controls the Trust within the meaning of Section 15 of the
1933 Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith), arising by reason of any person
acquiring any shares of the Fund, which may be based upon the 1933 Act or
any other statute or at common law, on account of any wrongful act of the
Principal Underwriter or any of its employees (including any failure to
conform with any requirement of any state or federal law relating to the
sale of such shares) or on the ground that the registration statement or
Prospectus, as from time to time amended and supplemented, includes an
untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, insofar as any such statement or omission was made
in reliance upon, and in conformity with information furnished in writing
to the Trust in connection therewith by or on behalf of the Principal
Underwriter, provided, however, that in no case (i) is the indemnity of
the Principal Underwriter in favor of any person indemnified to be deemed
to protect the Fund or any such person against any liability to which the
Fund or any such person would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence in the performance of its or
his duties or by reason of its or his reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Principal
Underwriter to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Fund or any person
indemnified unless the Trust or such person, as the case may be, shall
have notified the Principal Underwriter in writing within a reasonable
time after the summons or other first legal process giving information of
the nature of the claim shall have been served upon the Trust, the Fund or
upon such person (or after the Trust, the Fund or such person shall have
received notice of such service on any designated agent), but failure to
notify the Principal Underwriter of any such claim shall not relieve it
from any liability which it may have to the Fund or any person against

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<PAGE>

whom such action is brought otherwise than on account of its indemnity
agreement contained in this paragraph. The Principal Underwriter shall be
entitled to participate, at its own expense, in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any such
liability, but if the Principal Underwriter elects to assume the defense,
such defense shall be conducted by counsel chosen by it and satisfactory
to the Trust, or to its officers or Trustees, or to any controlling person
or persons, defendant or defendants in the suit. In the event that the
Principal Underwriter elects to assume the defense of any such suit and
retains such counsel, the Fund or such officers or Trustees or controlling
person or persons, defendant or defendants in the suit, shall bear the
fees and expenses of any additional counsel retained by them or the Trust,
but, in case the Principal Underwriter does not elect to assume the
defense of any such suit, it shall reimburse the Fund, any such officers
and Trustees or controlling person or persons, defendant or defendants in
such suit, for the reasonable fees and expenses of any counsel retained by
them or the Trust. The Principal Underwriter agrees promptly to notify
the Trust of the commencement of any litigation or proceedings against it
in connection with the issue and sale of any of the Fund's shares.

Neither the Principal Underwriter nor any financial service firm
nor any other person is authorized by the Trust to give any information or
to make any representations, other than those contained in the
Registration Statement or Prospectus filed with the Securities and
Exchange Commission (the "Commission") under the 1933 Act (as said
Registration Statement and Prospectus may be amended or supplemented from
time to time), covering the shares of the Fund. Neither the Principal
Underwriter nor any financial service firm nor any other person is
authorized to act as agent for the Trust or the Fund in connection with
the offering or sale of shares of the Fund to the public or otherwise.
All such sales made by the Principal Underwriter shall be made by it as
principal, for its own account. The Principal Underwriter may, however,
act as agent in connection with the repurchase of shares as provided in
paragraph 6 below, or in connection with "exchanges" between investment
companies for which the Principal Underwriter (or an affiliate thereof)
acts as principal underwriter or investment adviser.

5(a). The Fund will pay, or cause to be paid -

(i) all the costs and expenses of the Fund, including
fees and disbursements of its counsel, in connection with the preparation
and filing of any required Registration Statement and/or Prospectus under
the 1933 Act, or the 1940 Act, covering its shares and all amendments and
supplements thereto, and preparing and distributing periodic reports to
shareholders (including the expense of setting up in type any such
Registration Statement, Prospectus or periodic report);

(ii) the cost of preparing temporary and permanent share
certificates (if any) for shares of the Fund;

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<PAGE>

(iii) The cost and expenses of delivering to the
Principal Underwriter at its office in Boston, Massachusetts, all shares
of the Fund purchased by it as principal hereunder;

(v) the fees, costs and expenses of the registration or
qualification of shares of the Fund for sale in the various states,
territories or other jurisdictions (including without limitation the
registering or qualifying the Fund as a broker or dealer or any officer of
the Fund as agent or salesman in any state, territory or other
jurisdiction); and

(vi) all payments to be made by the Fund pursuant to any
written plan approved in accordance with Rule 12b-1 under the 1940 Act.

(b) The Principal Underwriter agrees that, after the Prospectus
(other than to existing shareholders of the Fund) and periodic reports
have been set up in type, it will bear the expense of printing and
distributing any copies thereof which are to be used in connection with
the offering of shares of the Fund to financial service firms or
investors. The Principal Underwriter further agrees that it will bear the
expenses of preparing, printing and distributing any other literature used
by the Principal Underwriter or furnished by it for use by financial
service firms in connection with the offering of the shares of the Fund
for sale to the public and any expenses of advertising in connection with
such offering.
(c) The Principal Underwriter shall be entitled to receive all
contingent deferred sales charges imposed in accordance with the
Prospectus on early redemptions of Fund shares.

(a) The Principal Underwriter shall notify in writing IBT and
TSSG, at the end of each business day, or as soon thereafter as the
repurchases in each pricing period have been compiled, of the number of
shares repurchased for the account of the Fund since the last previous
report, together with the prices at which such repurchases were made, and
upon the request of any officer or Trustee of the Trust shall furnish
similar information with respect to all repurchases made up to the time of
the request on any day.

- 6 -
<PAGE>

(c) The Principal Underwriter shall have the right to terminate
the operation of this paragraph 6 upon giving to the Trust thirty (30)
days' written notice thereof.

(d) The Trust agrees to authorize and direct TSSG, to pay, for
the account of the Fund, the purchase price of any shares so repurchased
against delivery of the certificates in proper form for transfer to the
Fund or for cancellation by the Fund.

(e) The Principal Underwriter shall receive no commission in
respect of any repurchase of shares under the foregoing authorization and
appointment as agent.

7. If, at any time during the existence of this Agreement, the
Trust shall deem it necessary or advisable in the best interests of the
Fund that any amendment of this Agreement be made in order to comply with
the recommendations or requirements of the Commission or other
governmental authority or to obtain any advantage under Massachusetts or
federal tax laws, and shall notify the Principal Underwriter of the form
of amendment which it deems necessary or advisable and the reasons
therefor, and, if the Principal Underwriter declines to assent to such
amendment, the Trust may terminate this Agreement forthwith by written
notice to the Principal Underwriter. If, at any time during the existence
of this Agreement upon request by the Principal Underwriter, the Trust
fails (after a reasonable time) to make any changes in its Declaration of
Trust, as amended, or in its methods of doing business which are necessary
in order to comply with any requirement of federal law or regulations of
the Commission or of a national securities association of which the
Principal Underwriter is or may be a member, relating to the sale of the
shares of the Fund, the Principal Underwriter may terminate this Agreement
forthwith by written notice to the Trust.

8. (a) The Principal Underwriter is a corporation in the
United States organized under the laws of Massachusetts and holding

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<PAGE>

membership in the National Association of Securities Dealers, Inc., a
securities association registered under Section 15A of the Securities
Exchange Act of 1934, as amended from time to time, and during the life of
this Agreement will continue to be so resident in the United States, so
organized and a member in good standing of said Association. The
Principal Underwriter covenants that it and its officers and directors
will comply with the Trust's Declaration of Trust and By-Laws, and the
1940 Act and the rules promulgated thereunder, insofar as they are
applicable to the Principal Underwriter.

9. This Agreement shall continue in force indefinitely until
terminated as in this Agreement above provided, except that:

(a) this Agreement shall remain in effect for one year from
the date of its execution and shall continue in full force and effect
indefinitely thereafter, but only so long as such continuance is
specifically approved at least annually (i) by the vote of a majority of
the Trustees of the Trust who are not interested persons of the Trust or
of the Principal Underwriter cast in person at a meeting called for the
purpose of voting on such approval, and (ii) by the Trustees of the Trust
or by vote of a majority of the outstanding voting securities of the Fund;
and

(b) that either party shall have the right to terminate
this Agreement on six (6) months' written notice thereof given in writing
to the other.

10. In the event of the assignment of this Agreement by the
Principal Underwriter, this Agreement shall automatically terminate.

11. Any notice under this Agreement shall be in writing,
addressed and delivered, or mailed postage paid, to the other party, at
such address as such other party may designate for the receipt of such
notices. Until further notice to the other party, it is agreed that the
record address of the Trust and that of the Principal Underwriter, shall
be 24 Federal Street, Boston, Massachusetts 02110.

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<PAGE>

12. The services of the Principal Underwriter to the Fund
hereunder are not to be deemed to be exclusive, the Principal Underwriter
being free to (a) render similar services to, and to act as principal
underwriter in connection with the distribution of shares of, other series
of the Trust or other investment companies, and (b) engage in other
business and activities from time to time.

13. The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein,
shall have the respective meanings specified in the 1940 Act, subject,
however, to such exemptions as may be granted by the Commission by any
rule, regulation or order.

14. The Principal Underwriter expressly acknowledges the
provision in the Trust's Declaration of Trust limiting the personal
liability of the shareholders of the Fund or the Trustees of the Trust.
The Principal Underwriter hereby agrees that it shall have recourse only
to the assets of the Fund for payment of claims or obligations as between
the Trust on behalf of the Fund, and the Principal Underwriter arising out
of this Agreement and shall not seek satisfaction from any shareholders of
the Trust or from the Trustees or any Trustee of the Trust. The Fund
shall not be responsible for obligations of any other series of the Trust.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
the _______ day of ___________, 1995.

EATON VANCE GROWTH TRUST
(on behalf of EV TRADITIONAL
INFORMATION AGE FUND)

By_________________________________
President

EATON VANCE DISTRIBUTORS INC.

By_________________________________
President

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<PAGE>

<PAGE>

Exhibit 11

INDEPENDENT AUDITORS' CONSENT
-----------------------------

We consent to the inclusion in Post-Effective Amendment No. 57 to
the Registration Statement on Form N-1A (1933 Act File Number 2-22019) of
Eaton Vance Growth Trust on behalf of our report on our audit of the
financial statements of Information Age Portfolio dated June 5, 1995
appearing in the Statement of Additional Information, which is part of
such Registration Statement.

DELOITTE & TOUCHE LLP
Boston, Massachusetts
June 5, 1995
<PAGE>

<PAGE>

EATON VANCE GROWTH TRUST

FORM OF DISTRIBUTION PLAN

ON BEHALF OF

EV MARATHON INFORMATION AGE FUND

WHEREAS, Eaton Vance Growth Trust (the "Trust") engages in
business as an open-end investment company with multiple series and is
registered as such under the Investment Company Act of 1940, as amended
(the "Act");

WHEREAS, the Trust desires to adopt a separate Distribution Plan
on behalf of its series, EV Marathon Information Age Fund (the "Fund"),
pursuant to which the Fund will make payments in connection with the
distribution of shares of the Fund;

WHEREAS, the Trust employs Eaton Vance Distributors, Inc. to act
as Principal Underwriter (as defined in the Act) of shares of the Fund,
but does not intend to remunerate the Principal Underwriter unless and
until the Principal Underwriter sells shares of the Fund;

WHEREAS, the Fund will pay the Principal Underwriter sales
commissions and distribution fees only in connection with the sale of
shares of the Fund;

WHEREAS, the Fund intends to pay service fees as contemplated in
subsections (b) and (d) of Section 26 of Article III of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. (the
"NASD Rules"); and

WHEREAS, the Trustees of the Trust have determined that there is
a reasonable likelihood that adoption of this Distribution Plan will
benefit the Fund and its shareholders.

NOW, THEREFORE, the Trust hereby adopts this Distribution Plan
(this "Plan") on behalf of the Fund in accordance with Rule 12b-1 under
the Act and containing the following terms and conditions:

1. The Fund will pay sales commissions and distribution fees
to the Principal Underwriter only after and as a result of the sales of
shares of the Fund. The Principal Underwriter will provide the Fund with
such distribution services and facilities as the Trust may from time to
time consider necessary to accomplish the sale of shares of the Fund. It
is understood that the Principal Underwriter may pay such sales
commissions and make such other payments to Authorized Firms and other
persons as it considers appropriate to encourage distribution of such
shares.

2. On each sale of Fund shares (excluding reinvestment of
dividends and distributions), the Fund shall pay the Principal Underwriter
a sales commission in an amount not exceeding 5% of the price received by
<PAGE>

the Fund therefor, such payment to be made in the manner set forth and
subject to the terms of this Plan. The amount of the sales commission
shall be established from time to time by vote or other action of a
majority of (i) those Trustees of the Trust who are not "interested
persons" (as defined in the Act) of the Trust and have no direct or
indirect financial interest in the operation of this Plan or any
agreements related to it (the "Rule 12b-1 Trustees") and (ii) all of the
Trustees then in office. The Fund shall also pay the Principal
Underwriter a separate distribution fee (calculated in accordance with
Section 3), such payment to be made in the manner set forth and subject to
the terms of this Plan.

3. The sales commissions and distribution fees referred to
in Section 2 shall be accrued and paid by the Fund in the following
manner. The Fund shall accrue daily an amount calculated at the rate of
.75% per annum of the daily net assets of the Fund, which net assets shall
be computed in accordance with the governing documents of the Trust and
applicable votes and determinations of the Trustees of the Trust. The
daily amounts so accrued throughout the month shall be paid to the
Principal Underwriter on the last day of each month. The amount of such
daily accrual, as so calculated, shall first be applied and charged to all
unpaid sales commissions, and the balance, if any, shall then be applied
and charged to all unpaid distribution fees. No amount shall be accrued
with respect to any day on which there exist no outstanding uncovered
distribution charges of the Principal Underwriter. The amount of such
uncovered distribution charges shall be calculated daily. For purposes of
this calculation, distribution charges of the Principal Underwriter shall
include (a) the aggregate of all sales commissions which the Principal
Underwriter has been paid pursuant to this Section 3 plus all sales
commissions which it is entitled to be paid pursuant to Section 2 since
inception of this Plan through and including the day next preceding the
date of calculation, and (b) an amount equal to the aggregate of all
distribution fees referred to below which the Principal Underwriter has
been paid pursuant to this Section 3 plus all such fees which it is
entitled to be paid pursuant to Section 2 since inception of this Plan
through and including the day next preceding the date of calculation.
From this sum (distribution charges) there shall be subtracted (i) the
aggregate amount paid or payable to the Principal Underwriter pursuant to
this Section 3 since inception of this Plan through and including the day
next preceding the date of calculation and (ii) the aggregate amount of
all contingent deferred sales charges paid or payable to the Principal
Underwriter since inception of this Plan through and including the day
next preceding the date of calculation. If the result of such subtraction
is a positive amount, a distribution fee [computed at the rate of 1% per
annum above the prime rate (being the base rate on corporate loans posted
by at least 75% of the nation's 30 largest banks) then being reported in
the Eastern Edition of The Wall Street Journal or if such prime rate is
not so reported such other rate as may be designated from time to time by

- 2 -
<PAGE>

vote or other action of a majority of (i) the Rule 12b-1 Trustees and (ii)
all of the Trustees then in office] shall be computed on such amount and
added to such amount, with the resulting sum constituting the amount of
outstanding uncovered distribution charges of the Principal Underwriter
with respect to such day for all purposes of this Plan. If the result of
such subtraction is a negative amount, there shall exist no outstanding
uncovered distribution charges of the Principal Underwriter with respect
to such day and no amount shall be accrued or paid to the Principal
Underwriter with respect to such day. The aggregate amounts accrued and
paid pursuant to this Section 3 during any fiscal year of the Fund shall
not exceed .75% of the average daily net assets of the Fund for such year.

4. The Principal Underwriter shall be entitled to receive
all contingent deferred sales charges paid or payable with respect to any
day on which there exist outstanding uncovered distribution charges of the
Principal Underwriter. The Fund shall be entitled to receive all
remaining
contingent deferred sales charges paid or payable by shareholders with
respect to any day on which there exist no outstanding uncovered
distribution charges of the Principal Underwriter, provided that no such
sales charge which would cause the Fund to exceed the maximum applicable
cap imposed thereon by paragraph (2) of subsection (d) of Section 26 of
Article III of the NASD Rules shall be imposed.

5. The Fund may make payments of service fees to the
Principal Underwriter, Authorized Firms and other persons. The aggregate
of such payments during any fiscal year of the Fund shall not exceed .25%
of the Fund's average daily net assets for such year. Appropriate
adjustment of service fee payments shall be made whenever necessary to
ensure that no such payment shall cause the Fund to exceed the applicable
maximum cap imposed thereon by paragraph (5) of subsection (d) of Section
26 of Article III of the NASD Rules.

6. This Plan shall not take effect until after it has been
approved by both a majority of (i) the Rule 12b-1 Trustees and (ii) all of
the Trustees then in office, cast in person at a meeting (or meetings)
called for the purpose of voting on this Plan.

7. Any agreements between the Trust on behalf of the Fund
and any person relating to this Plan shall be in writing and shall not
take effect until approved in the manner provided for Trustee approval of
this Plan in Section 6.

8. This Plan shall continue in effect for so long as such
continuance is specifically approved at least annually in the manner
provided for Trustee approval of this Plan in Section 6.

- 3 -
<PAGE>

9. The persons authorized to direct the disposition of
monies paid or payable by the Fund pursuant to this Plan or any related
agreement made on behalf of the Fund shall be the President or any Vice
President of the Trust. Such persons shall provide to the Trustees of the
Trust and the
Trustees shall review, at least quarterly, a written report of the amounts
so expended and the purposes for which such expenditures were made.

10. This Plan may be terminated at any time by vote of a
majority of the Rule 12b-1 Trustees, or by vote of a majority of the
outstanding voting securities of the Fund. The Principal Underwriter
shall also be entitled to receive all contingent deferred sales charges
paid or payable with respect to any day subsequent to termination of this
Plan on which there exist outstanding uncovered distribution charges of
the Principal Underwriter.

11. This Plan may not be amended to increase materially the
payments to be made by the Fund as provided in Sections 2, 3 and 5 unless
such amendment is approved by a vote of at least a majority of the
outstanding voting securities of the Fund. In addition, all material
amendments to this Plan shall be approved in the manner provided for
Trustee approval of this Plan in Section 6.

12. While this Plan is in effect, the selection and
nomination of the Rule 12b-1 Trustees shall be committed to the discretion
of the Rule 12b-1 Trustees.

13. The Trust shall preserve copies of this Plan and any
related agreements made by the Trust on behalf of the Fund and all reports
made pursuant to Section 9, for a period of not less than six years from
the date of this Plan, or of the agreements or of such report, as the case
may be, the first two years in an easily accessible place.

14. Consistent with the limitation of shareholder, officer
and Trustee liability as set forth in the Trust's Declaration of Trust,
any obligations assumed by the Fund pursuant to this Plan shall be limited
in all cases to the assets of the Fund and no person shall seek
satisfaction thereof from the shareholders of the Trust, officers or
Trustees of the Trust or any other series of the Trust.

15. This Plan shall, prior to the initial accrual or payment
of any amount hereunder, be approved by a vote of at least a majority of
the outstanding voting securities of the Fund.

16. When used in this Plan, the term "service fees" shall
have the same meaning as such term has in subsections (b) and (d) of
Section 26 of Article III of the NASD Rules. When used in this Plan, the
term "vote of a majority of the outstanding voting securities of the Fund"

- 4 -
<PAGE>

shall mean the vote of the lesser of (a) 67 per centum or more of the
shares of the Fund present or represented by proxy at the meeting if the
holders of more than 50 per centum of the outstanding shares of the Fund
are present or represented by proxy at the meeting, or (b) more than 50
per centum of the outstanding shares of the Fund.

17. If any provision of this Plan shall be held or made
invalid by a court decision, statute, rule or regulation of the Securities
and Exchange Commission or otherwise, the remainder of this Plan shall not
be affected thereby.

ADOPTED JUNE 19, 1995

* * *

- 5 -
<PAGE>

<PAGE>

FORM OF

DISTRIBUTION PLAN

EATON VANCE GROWTH TRUST

ON BEHALF OF EV TRADITIONAL INFORMATION AGE FUND

WHEREAS, Eaton Vance Growth Trust (the "Trust") engages in
business as an open-end management investment company with multiple series
and is registered as such under the Investment Company Act of 1940, as
amended (the "Act");

WHEREAS, the Trust desires to adopt a separate Distribution Plan
on behalf of its series, EV Traditional Information Age Fund (the "Fund"),
pursuant to Rule 12b-1 under the Act, pursuant to which the Fund intends
to finance activities which are primarily intended to result in the
distribution and sale of its shares of beneficial interest and to make
payments in connection with the distribution of its shares;

WHEREAS, the Trust employs Eaton Vance Distributors, Inc., to act
as Principal Underwriter (as defined in the Act) of the shares of the
Fund;

WHEREAS, the Fund intends to compensate the Principal Underwriter
for its distribution services to the Fund by paying the Principal
Underwriter monthly distribution fees in connection with the sale of
shares of the Fund;

WHEREAS, the Fund intends to pay quarterly service fees (as
contemplated in subsections (b) and (d) of Section 26 of Article III of
the Rules of Fair Practice of the National Association of Securities
Dealers, Inc. (the "NASD Rules")) to the Principal Underwriter (from which
the Principal Underwriter may pay service fees to Authorized Firms and
other third parties based on the amount of Fund shares sold through them
and remaining outstanding for specified periods of time);

WHEREAS, such service fees will compensate the Principal
Underwriter, Authorized Firms and other third parties for providing
personal services and/or the maintenance of shareholder accounts;

WHEREAS, the Trustees of the Trust have determined that there is
a reasonable likelihood that adoption of this Distribution Plan will
benefit the Fund and its shareholders.

NOW, THEREFORE, the Trust hereby adopts this Distribution Plan
(the "Plan") on behalf of the Fund in accordance with Rule 12b-1 under the
Act and containing the following terms and conditions:
<PAGE>

1. The Principal Underwriter will provide the Fund with such
distribution services and facilities as the Fund may from time to time
consider necessary to enhance the sale of shares of the Fund, and the
Principal Underwriter shall pay such compensation to Authorized Firms and
other third parties as it considers appropriate to encourage distribution
of such shares. The Principal Underwriter will also provide such personal
and account maintenance services as the Fund may from time to time
consider necessary to enhance the provision of personal services and/or
the maintenance of shareholder accounts, and the Principal Underwriter may
pay such service fees to Authorized Firms and other third parties as it
considers appropriate to encourage the provision of personal services
and/or the maintenance of shareholder accounts.

2. The Fund shall pay a monthly distribution fee to the
Principal Underwriter on the last day of each month. Such distribution
fee shall be in an amount equal on an annual basis to the aggregate of (a)
.50% of that portion of the Fund's average daily net assets for any fiscal
year which is attributable to shares of the Fund which have remained
outstanding for less than one year and (b) .25% of that portion of the
Fund's average daily net assets for any fiscal year which is attributable
to shares of the Fund which have remained outstanding for more than one
year. For the purposes of this Plan, daily net assets of the Fund shall
be computed in accordance with the governing documents of the Fund and
applicable votes and determinations of the Trustees of the Trust. All
distribution fees are being paid in consideration for the distribution
services and facilities to be furnished to the Fund hereunder by the
Principal Underwriter.

3. Appropriate adjustment of payments made pursuant to
Section 2 of this Plan shall be made whenever necessary to ensure that no
such payment shall cause the Fund to exceed the applicable maximum cap
imposed on asset-based, front-end and deferred sales charges by subsection
(d) of Section 26 of Article III of the NASD Rules.

4. In addition to the payments of distribution fees to the
Principal Underwriter provided for in Section 2, the Fund shall pay a
quarterly service fee to the Principal Underwriter on the last day of each
calendar quarter of the Fund. Such service fee shall be in an amount
equal on an annual basis to .25% of that portion of the Fund's average
daily net assets for any fiscal year which is attributable to shares of
the Fund which have remained outstanding for more than one year. All
service fees are being paid to the Principal Underwriter hereunder in
consideration for the personal and account maintenance services to be
furnished by the Principal Underwriter and for the payment of service fees
by the Principal Underwriter to Authorized Firms and other third parties
in connection with the provision of personal services and/or the
maintenance of shareholder accounts.

5. This Plan shall not take effect until it has been
approved by (a) a vote of at least a majority of the outstanding voting

- 2 -
<PAGE>

securities of the Fund and (b) both a majority of (i) those Trustees of
the Trust who are not "interested persons" of the Trust or the Fund (as
defined in the Act) and have no direct or indirect financial interest in
the operation of the Plan or any agreements related to it (the "Rule 12b-1
Trustees") and (ii) all of the Trustees then in office, cast in person at
a meeting (or meetings) called for the purpose of voting on this Plan.

6. Any agreements between the Trust on behalf of the Fund
and any person relating to this Plan shall be in writing and shall not
take effect until approved in the manner provided for in clause (b) of the
first paragraph of Section 5.

7. This Plan shall continue in effect for one year from the
date of its execution and shall continue indefinitely thereafter, but only
for so long as such continuance is specifically approved at least annually
in the manner provided for approval of this Plan in clause (b) of the
first paragraph of Section 5.

8. The persons authorized to direct the disposition of
monies paid or payable by the Fund pursuant to this Plan or any related
agreement made on behalf of the Fund shall be the President or any Vice
President of the Trust. Such persons shall provide to the Trust's Board
of Trustees and the Board of Trustees shall review, at least quarterly, a
written report of the amounts so expended and the purposes for which such
expenditures were made.

9. This Plan may be terminated at any time by vote of a
majority of the Rule 12b-1 Trustees, or by vote of a majority of the
outstanding voting securities of the Fund.

10. This Plan may not be amended to increase materially the
payments to be made by the Fund as provided in Sections 2, 3 and 4 unless
such amendment is approved in the manner provided for initial approval of
the Plan in Section 5, and all material amendments to this Plan shall be
approved in the manner provided for in clause (b) of the first paragraph
of Section 5.

11. While this Plan is in effect, the selection and
nomination of the Rule 12b-1 Trustees shall be committed to the discretion
of the Rule 12b-1 Trustees.

12. The Trust shall preserve copies of this Plan and any
related agreements made by the Trust on behalf of the Fund and all reports
made pursuant to Section 8, for a period of not less than six years from
the date of this Plan, or of the agreements or of such report, as the case
may be, the first two years in an easily accessible place.

13. Consistent with the limitation of shareholder, officer
and Trustee liability as set forth in the Trust's Declaration of Trust,
any obligations assumed by the Fund pursuant to this Plan shall be limited

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in all cases to the assets of the Fund and no person shall seek
satisfaction thereof from the shareholders of the Trust, officers or
Trustees of the Trust or any other series of the Trust.

14. This Plan shall, prior to the initial accrual or payment
of any amount hereunder, be approved by a vote of at least a majority of
the outstanding voting securities of the Fund.

15. When used in this Plan, the term "service fees" shall
have the same meaning as such term is used in subsections (b) and (d) of
Section 26 of Article III of the NASD Rules. When used in this Plan, the
term "vote of a majority of the outstanding voting securities of the Fund"
shall mean the vote of the lesser of (a) 67 per centum or more of the
shares of the Fund present or represented by proxy at the meeting if the
holders of more than 50 per centum of the outstanding shares of the Fund
are present or represented by proxy at the meeting, or (b) more than 50
per centum of the outstanding shares of the Fund.

16. If any provision of this Plan shall be held or made
invalid by a court decision, statute, rule or regulation of the Securities
and Exchange Commission or otherwise, the remainder of this Plan shall not
be affected thereby.

ADOPTED JUNE 19, 1995

* * *

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