<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 1996
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. 63 [X]
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 36 [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 April 1, 1996
pursuant to paragraph (b) of Rule 485.
The exhibit index required by Rule 483(a) under the Securities Act of 1933
is located on page in the sequential numbering system of the manually
signed copy of this Registration Statement.
The Registrant has filed a Declaration pursuant to Rule 24f-2, and on
October 19, 1995, filed its "Notice" as required by that Rule for the fiscal
year ended August 31, 1995. Registrant continues its election to register an
indefinite number of shares of beneficial interest pursuant to Rule 24f-2.
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 Sheet required by Rule 481(a) under the Securities Act of
1933
Part A -- The Prospectuses of:
EV Classic Information Age Fund
EV Marathon Information Age Fund
EV Traditional Information Age Fund
Part B -- The Statements of Additional Information of:
EV Classic Information Age Fund
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 Prospectuses and Statements of
Additional Information of any Series of the Registrant not identified above.
<PAGE>
EATON VANCE GROWTH TRUST
EV CLASSIC INFORMATION AGE FUND
EV MARATHON INFORMATION AGE FUND
EV TRADITIONAL INFORMATION AGE FUND
CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A
---------------------------
<TABLE>
<CAPTION>
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- ------- ------------ -------------------------------------------------------
<S> <C> <C>
1. .............. Cover Page Cover Page
2. .............. Synopsis Shareholder and Fund Expenses
3. .............. Condensed Financial Information The Fund's Financial Highlights; Performance
Information
4. .............. General Description of Registrant The Fund's Investment Objective; The Portfolio's
Investments; Investment Policies and Risks;
Organization of the Fund and the Portfolio
5. .............. Management of the Fund Management of the Fund and the Portfolio
5A............... Management's Discussion of Fund Not Applicable
Performance
6. .............. Capital Stock and Other Securities Organization of the Fund and the Portfolio; Reports to
Shareholders; The Lifetime Investing Account/
Distribution Options; Distributions and Taxes
7. .............. Purchase of Securities Being Offered Valuing Fund Shares; How to Buy Fund Shares;
Distribution Plan; The Lifetime Investing Account/
Distribution Options; The Eaton Vance Exchange
Privilege; Eaton Vance Shareholder Services
8. .............. Redemption or Repurchase How to Redeem Fund Shares
9. .............. Pending Legal Proceedings Not Applicable
PART B
ITEM NO. ITEM CAPTION STATEMENT OF ADDITIONAL INFORMATION CAPTION
- ------ -------- -------------------------------------------------------
10. .............. Cover Page Cover Page
11. .............. Table of Contents Table of Contents
12. .............. General Information and History Other Information
13. .............. Investment Objective and Policies Additional Information about Investment Policies;
Investment Restrictions
14. .............. Management of the Fund Trustees and Officers; Fees and Expenses
15. .............. Control Persons and Principal Holders Control Persons and Principal Holders of Securities
of Securities
16. .............. Investment Advisory and Other Management of the Fund and the Portfolio; Distribution
Services Plan; Custodian; Independent Accountants; Fees and
Expenses
17. .............. Brokerage Allocation and Other Portfolio Security Transactions; Fees and Expenses
Practices
18. .............. Capital Stock and Other Securities Other Information
19. .............. Purchase, Redemption and Pricing of Determination of Net Asset Value; Service for
Securities Being Offered Withdrawal; Services for Accumulation (Traditional
Fund only); Principal Underwriter; Distribution Plan;
Fees and Expenses
20. .............. Tax Status Taxes
21. .............. Underwriters Principal Underwriter; Fees and Expenses
22. .............. Calculation of Performance Data Investment Performance; Performance Information
23. .............. Financial Statements Financial Statements
</TABLE>
PART A
INFORMATION REQUIRED IN A PROSPECTUS
EV CLASSIC
INFORMATION AGE FUND
- --------------------------------------------------------------------------------
EV CLASSIC 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. 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
HISTORICALLY STRUCTURED MUTUAL FUNDS. THE FUND IS A 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 April 1,
1996, 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
Shareholder and Fund Expenses .......................................... 2
The Fund's Financial Highlights ........................................ 3
The Fund's Investment Objective ........................................ 4
The Portfolio's Investments ............................................ 4
Investment Policies and Risks .......................................... 5
Organization of the Fund and the Portfolio ............................. 7
Management of the Fund and the Portfolio ............................... 9
Distribution Plan ...................................................... 10
Valuing Fund Shares .................................................... 12
How to Buy Fund Shares ................................................ 12
How to Redeem Fund Shares ............................................. 13
Reports to Shareholders ............................................... 14
The Lifetime Investing Account/Distribution Options ................... 14
The Eaton Vance Exchange Privilege .................................... 15
Eaton Vance Shareholder Services ...................................... 16
Distributions and Taxes ............................................... 17
Performance Information ............................................... 18
- --------------------------------------------------------------------------------
PROSPECTUS DATED APRIL 1, 1996
<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
Contingent Deferred Sales Charges Imposed on Redemptions During the
First Year (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 (and Service) Fees 1.00
Other Expenses 0.50
-----
Total Operating Expenses 2.75%
-----
-----
EXAMPLE 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 period: $38 $85
An investor would pay the following expenses on
the same investment, assuming (a) 5% annual return
and (b) no redemptions: $28 $85
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. Other Expenses
are estimated for the current fiscal year.
The Fund invests exclusively in the Portfolio. The Trustees of the Trust
believe the aggregate per share expenses of the Fund and the Portfolio should
approximate, and over time may be 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 the expenses of the Fund
and the Portfolio see "Organization of the Fund and the Portfolio,"
"Management of the Fund and the Portfolio" and "How to Redeem Fund Shares." A
long-term shareholder in the Fund 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. See "Distribution Plan."
No contingent deferred sales charge is imposed on (a) shares purchased more
than one year 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."
Other investment companies and investors with different distribution
arrangements and fees are investing in the Portfolio and others may do so in
the future. See "Organization of the Fund and the Portfolio."
<PAGE>
THE FUND'S FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
The following information should be read in conjunction with the unaudited
financial statements included in the Statement of Additional Information.
Further information regarding the performance of the Fund will be contained in
the Fund's semi-annual report to shareholders which may be obtained without
charge by contacting the Principal Underwriter, Eaton Vance Distributors, Inc.
- --------------------------------------------------------------------------------
FOR THE PERIOD FROM THE START OF BUSINESS, NOVEMBER 22, 1995,
TO FEBRUARY 29, 1996:
NET ASSET VALUE, beginning of period 10.000
-------
INCOME FROM OPERATIONS:
Net investment loss $(0.101)
Net realized and unrealized gain on investments 0.401
--------
Total income from operations $ 0.300
--------
NET ASSET VALUE, end of period $ 10.300
--------
--------
TOTAL RETURN(1) 3.00%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $ 829
Ratio of net expenses to average net assets(2) 8.01%+
Ratio of net investment loss to average net assets (6.26%)+
+Annualized.
(1)Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each period reported. Dividends and distributions, if any, are assumed to
be reinvested at the net asset value on the payable date. Total return is
computed on a non-annualized basis.
(2)Includes the Fund's share of the Portfolio's allocated expenses.
<PAGE>
THE FUND'S INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
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. This investment structure
is commonly referred to as a "master/feeder" structure.
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 "Investment Policies and Risks" 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 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.
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:
* 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.
* Affordability of, and rising demand for, information industries' consumer
products and services particularly in the emerging economies such as China,
India, Africa, 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.
INVESTMENT POLICIES AND RISKS
- --------------------------------------------------------------------------------
The Portfolio invests in a global and diversified portfolio of securities of
information age companies. Information age companies are companies that 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. In addition, 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 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. Convertible debt securities so rated are
commonly called "junk bonds" and have risks similar to equity securities; they
are speculative 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, which may include legally restricted
securities, are generally subject to greater price fluctuations, limited
liquidity, higher transaction costs and higher investment risk. The Portfolio
may invest up to 15% of its net assets in illiquid securities (which excludes
securities eligible for resale under Rule 144A of the Securities Act of 1933).
In addition, the Portfolio may temporarily borrow up to 5% of the value of its
total assets to satisfy redemption requests or settle securities transactions.
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 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. In addition to investing in foreign companies of
countries which represent established and developed economies, the Portfolio
may also invest its assets in the emerging economies of lesser developed
countries such as China and India, and countries located in Latin America and
Eastern Europe. Consistent with its investment objective, the Portfolio is not
limited in the percentage of assets it may invest in such securities. The
relative risk and cost of investing in the securities of companies in such
emerging economies may be higher than an investment in securities of companies
in more developed countries. As of the date of this Prospectus, the Advisers
initially expect to invest 50% of the Portfolio's assets in foreign
securities.
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 (which may be
speculative), 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 investments, after taking into
account unrealized profits and unrealized losses on any contracts the
Portfolio has entered into. There is no current intention to use derivative
instruments for non-hedging purposes.
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 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.
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 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 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. 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. Please refer to the Statement of Additional
Information for further information regarding the investment policies and
risks of the Fund and Portfolio.
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. 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. 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 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,
which is a separate investment company with an identical investment objective
(although the Fund may temporarily hold a de minimis amount of cash).
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 "Investment Policies and Risks." Further
information regarding the investment practices of the Portfolio may 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 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 1992, 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.
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
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
"Trustees and Officers" in 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 managed by Robert J. D. Lloyd George, Chairman
and Chief Executive Officer of Lloyd George, 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 over $16 billion. 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.
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 primarily in investment management, administration and marketing
activities. Eaton Vance Corp. owns 24% of the Class A Shares issued by Lloyd
George Management (B.V.I.) Limited ("LGM"), the parent of Lloyd George.
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 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. Robert J. D. Lloyd
George has acted as a portfolio manager of the Portfolio since it commenced
operations. He is the Chairman and Chief Executive Officer of LGM and Lloyd
George. Prior to founding LGM, Mr. Lloyd George was Managing Director of
Indosuez Asia Investment Services, Ltd. (1984-1991).
Acting under the general supervision of the Board of Trustees of the
Portfolio, the Advisers manage the investment of the Portfolio's assets. The
Advisers also furnish for the use of the Portfolio office space and all
necessary office facilities, equipment and personnel for servicing the
investments of the Portfolio. 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. As at February 29, 1996, the Portfolio had net assets of
$30,177,617. For the period from the start of business, September 18, 1995, to
February 29, 1996, the Portfolio paid the Advisers advisory fees equivalent to
0.68% (annualized) of the Portfolio's average daily net assets for such
period, which amount was divided equally between them.
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 or of other investment companies
sponsored by BMR or Eaton Vance as a factor in the selection of firms to
execute portfolio transactions.
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 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. As of February 29, 1996, the Fund had net assets
of $829,215. For the period from the Fund's start of business, November 22,
1995, to February 29, 1996, Eaton Vance earned management fees equivalent to
0.25% (annualized) of the Fund's average daily net assets for such period. 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. For the period
from the Portfolio's start of business, September 18, 1995, to February 29,
1996, Eaton Vance earned administration fees equivalent to 0.25% (annualized)
of the Portfolio's average daily net assets for such period. 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 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
6.25% 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 to an
Authorized Firm (a) sales commissions (except on exchange transactions and
reinvestments) at the time of sale equal to .75% of the purchase price of the
shares sold by such Firm, and (b) monthly sales commissions approximately
equivalent to 1/12 of .75% of the value of shares sold by such Firm and
remaining outstanding for at least one year. The Plan is designed to permit an
investor to purchase Fund shares through an Authorized Firm without incurring
an initial sales charge and at the same time permit the Principal Underwriter
to compensate Authorized Firms in connection with the sale of Fund shares.
THE NASD RULE REQUIRES THE FUND TO LIMIT ITS ANNUAL PAYMENTS OF SALES
COMMISSIONS AND DISTRIBUTION FEES 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 made to the
Principal Underwriter 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 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.
During the period from the start of business, November 22, 1995, to February
29, 1996, the Fund paid sales commissons under the Plan equivalent to 0.75%
(annualized) of the Fund's average daily net assets for such period. As at
February 29, 1996, the outstanding Uncovered Distribution Charges of the
Principal Underwriter calculated under the Plan amounted to approximately
$51,000 (which amount was equivalent to 6.2% of the Fund's net assets on such
day).
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 this provision of the
Plan by authorizing the Fund to make monthly service fee payments to the
Principal Underwriter and Authorized Firms in amounts not expected to exceed
.25% of the Fund's average daily net assets for any fiscal year. The Fund
accrues the service fee daily at the rate of 1/365 of .25% of the Fund's net
assets. The Principal Underwriter currently expects to pay to an Authorized
Firm (a) a service fee (except on exchange transactions and reinvestments) at
the time of sale equal to .25% of the purchase price of the shares sold by
such Firm, and (b) monthly service fees approximately equivalent to 1/12 of
.25% of the value of shares sold by such Firm and remaining outstanding for at
least one year. During the first year after a purchase of Fund shares, the
Principal Underwriter will retain the service fee as reimbursement for the
service fee payment made to the Authorized Firm at the time of sale. As
permitted by the NASD Rule, all service fee 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. During the period from the start of
business November 22, 1995, to February 29, 1996, the Fund made service fee
payments equivalent to 0.25% (annualized) of the Fund's average daily net
assets for such period.
The Principal Underwriter may, from time to time, at its own expense, provide
additional incentives to Authorized Firms which employ registered
representatives who sell Fund 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 sell or
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. (as agent for the Fund)
in the manner authorized by the Trustees of the Trust. IBT Fund Services
(Canada), Inc. is a subsidiary of Investors Bank & Trust ("IBT"), the Fund's
and the Portfolio's custodian. 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).
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. Net asset value is computed by subtracting the liabilities of the
Portfolio from the value of its total assets. For further information
regarding the valuation of the Portfolio's assets, see "Determination of Net
Asset Value" in the Statement of Additional Information.
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. An Authorized Firm may charge its customers a fee in
connection with transactions executed by that Firm. 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: First
Data Investor Services Group, 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 on the day of their receipt 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 Classic Information Age Fund
IN THE CASE OF PHYSICAL DELIVERY:
Investors Bank & Trust Company
Attention: EV Classic 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, must contact Eaton Vance to determine whether
the securities are acceptable before forwarding such securities. 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
- --------------------------------------------------------------------------------
A SHAREHOLDER MAY REDEEM FUND SHARES BY DELIVERING TO FIRST DATA INVESTOR
SERVICES GROUP, 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 First Data Investor Services Group. 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 First
Data Investor Services Group, 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 $750. Prior to such a
redemption, shareholders will be given 60 days' written notice to make an
additional purchase. 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 purchased or redeemed within the
first year of their purchase (except shares acquired through the reinvestment
of distributions) generally will be subject to a contingent deferred sales
charge equal to 1% of the net asset value of redeemed shares. 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 one year 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 year 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. As described under "Distribution Plan," the
contingent deferred sales charge will be paid to the Principal Underwriter or
the Fund.
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 purchase of Fund shares
acquired in the exchange is deemed to have occurred at the time of the
original purchase of the exchanged shares.
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 also be waived for
shares redeemed (1) pursuant to a Withdrawal Plan (see "Eaton Vance
Shareholder Services"), (2) as part of a distribution from a retirement plan
qualified under Section 401, 403(b) or 457 of the Internal Revenue Code of
1986, as amended (the "Code"), or (3) as part of a minimum required
distribution from other tax-sheltered retirement plans. The contingent
deferred sales charge will be paid to the Principal Underwriter or the Fund.
When paid to the Principal Underwriter it will reduce the amount of Uncovered
Distribution charges calculated under the Fund's Distribution Plan. See
"Distribution Plan."
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, FIRST DATA INVESTOR SERVICES GROUP, 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 First Data Investor Services Group.
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 First Data Investor Services Group, 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, First Data Investor Services Group, BOS725,
P.O. Box 1559, Boston, MA 02104. The currently effective option will appear on
each confirmation statement.
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.
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 Classic Group of Funds 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.
First Data Investor Services Group makes exchanges at the next determined net
asset value after receiving an exchange request in good order (see "How to
Redeem Fund Shares"). Consult First Data Investor Services Group 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 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.
Shares of the other funds in the Eaton Vance Classic Group of Funds (and
shares of Eaton Vance Money Market Fund acquired as a result of an exchange
from an EV Classic 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 First Data Investor Services Group
provided that the investor has not disclaimed in writing the use of the
privilege. To effect such exchanges, call First Data Investor Services Group
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
First Data Investor Services Group 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
Classic Information Age Fund may be mailed directly to First Data Investor
Services Group, 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 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.
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.
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 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 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 quote total return for the period prior to commencement of operations
which would reflect the Portfolio's total return (or that of its predecessor)
adjusted to reflect any applicable Fund sales charge. The Fund may use 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.
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.
<PAGE>
[LOGO} EV Classic
Information Age Fund
- --------------------------------------------------------------------------------
[GRAPHIC WITH PHOTO OF BABY]
Prospectus
April 1, 1996
EV Classic
Information Age Fund
24 Federal Street
Boston, MA 02110
- --------------------------------------------------------------------------------
Sponsor and Manager of EV Classic Information Age Fund
Administrator of Information Age Portfolio
Eaton Vance Management, 24 Federal Street, Boston, MA 02110
Co-Advisers of Information Age Portfolio
Boston Management and Research, 24 Federal Street, Boston, MA 02110
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, 89 South Street, Boston, MA 02111
Transfer Agent
First Data Investor Services Group, BOS725, P.O. Box 1559, Boston, MA 02104
(800) 262-1122
Independent Accountants
Coopers & Lybrand, L.L.P., One Post Office Square, Boston, MA 02109
C-IAP
<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. 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
HISTORICALLY STRUCTURED MUTUAL FUNDS. THE FUND IS A 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 April 1,
1996, 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.
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE PAGE
<S> <C> <C>
Shareholder and Fund Expenses ......................... 2 How to Buy Fund Shares ............................. 12
The Funds' Financial Highlights ........................ 3 How to Redeem Fund Shares .......................... 13
The Funds' Investment Objective ........................ 4 Reports to Shareholders ............................ 14
The Portfolio's Investments ............................ 4 The Lifetime Investing Account/Distribution
Investment Policies and Risks .......................... 5 Options ........................................... 15
Organization of the Fund and the Portfolio ............. 7 The Eaton Vance Exchange Privilege ................. 15
Management of the Fund and the Portfolio ............... 9 Eaton Vance Shareholder Services ................... 16
Distribution Plan ...................................... 10 Distributions and Taxes ............................ 17
Valuing Fund Shares .................................... 11 Performance Information ............................ 18
</TABLE>
- -------------------------------------------------------------------------------
PROSPECTUS DATED APRIL 1, 1996
<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 (and Service) Fees 0.75
Other Expenses 0.50
----
Total Operating Expenses 2.50%
=====
EXAMPLE 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 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. Other Expenses
are estimated for the current fiscal year.
The Fund invests exclusively in the Portfolio. The Trustees of the Trust believe
the aggregate per share expenses of the Fund and the Portfolio should
approximate, and over time be 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 the expenses of the Fund and the
Portfolio see "Organization of the Fund and the Portfolio," "Management of the
Fund and the Portfolio" and "How to Redeem Fund Shares." A long-term shareholder
in the Fund 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. See "Distribution Plan."
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."
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 others may do so in the
future. See "Organization of the Fund and the Portfolio."
<PAGE>
THE FUND'S FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------
The following information should be read in conjunction with the unaudited
financial statements included in the Statement of Additional Information.
Further information regarding the performance of the Fund will be contained in
the Fund's semi-annual report to shareholders which may be obtained without
charge by contacting the Principal Underwriter, Eaton Vance Distributors, Inc.
- ------------------------------------------------------------------------------
FOR THE PERIOD FROM THE START OF BUSINESS, SEPTEMBER 18, 1995,
TO FEBRUARY 29, 1996:
NET ASSET VALUE, beginning of period $ 10.000
--------
INCOME FROM OPERATIONS:
Net investment loss $ (0.023)
Net realized and unrealized gain on investments 0.733
--------
Total income from operations 0.710
--------
NET ASSET VALUE, end of period $ 10.710
========
TOTAL RETURN\1/ 7.10%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $15,748
Ratio of net expenses to average net assets\2/ 2.90%+
Ratio of net investment loss to average net assets (0.84%)+
+Annualized.
(1)Total investment return is calculated assuming a purchase at the net
asset value on the first day and a sale at the net asset value on
the last day of each period reported. Dividends and distributions,
if any, are assumed to be reinvested at the net asset value on the
payable date. Total return is computed on a non-annualized basis.
(2)Includes the Fund's share of the Portfolio's allocated expenses.
<PAGE>
THE FUND'S INVESTMENT OBJECTIVE
- -------------------------------------------------------------------------------
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. This investment structure is
commonly referred to as a "master/feeder" structure.
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
"Investment Policies and Risks" 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 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.
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:
* 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.
* Affordability of, and rising demand for, information industries' consumer
products and services particularly in the emerging economies such as China,
India, Africa, 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.
INVESTMENT POLICIES AND RISKS
- ------------------------------------------------------------------------------
The Portfolio invests in a global and diversified portfolio of securities of
information age companies. Information age companies are companies that 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. In addition, 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 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. Convertible debt securities so rated are commonly called
"junk bonds" and have risks similar to equity securities; they are speculative
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, which may include legally restricted securities, are
generally subject to greater price fluctuations, limited liquidity, higher
transaction costs and higher investment risk. The Portfolio may invest up to 15%
of its net assets in illiquid securities (which excludes securities eligible for
resale under Rule 144A of the Securities Act of 1933). In addition, the
Portfolio may temporarily borrow up to 5% of the value of its total assets to
satisfy redemption requests or settle securities transactions.
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 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. In addition to investing in foreign companies of
countries which represent established and developed economies, the Portfolio may
also invest its assets in the emerging economies of lesser developed countries
such as China and India, and countries located in Latin America and Eastern
Europe. Consistent with its investment objective, the Portfolio is not limited
in the percentage of assets it may invest in such securities. The relative risk
and cost of investing in the securities of companies in such emerging economies
may be higher than an investment in securities of companies in more developed
countries. As of the date of this Prospectus, the Advisers initially expect to
invest 50% of the Portfolio's assets in foreign securities.
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 (which may be
speculative), 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 investments, after taking into account
unrealized profits and unrealized losses on any contracts the Portfolio has
entered into. There is no current intention to use derivative instruments for
non-hedging purposes.
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 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.
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 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 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. 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. Please refer to the Statement of Additional Information for further
information regarding the investment policies and risks of the Fund and
Portfolio.
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. 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. 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 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,
which is a separate investment company with an identical investment objective
(although the Fund may temporarily hold a de minimis amount of cash). 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
"Investment Policies and Risks." Further information regarding the investment
practices of the Portfolio may 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 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 1992, 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.
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 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 "Trustees and Officers" in 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 managed by Robert J. D. Lloyd George, Chairman
and Chief Executive Officer of Lloyd George, 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 over $16 billion. 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.
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 primarily in investment management, administration and marketing
activities. Eaton Vance Corp. owns 24% of the Class A Shares issued by Lloyd
George Management (B.V.I.) Limited ("LGM"), the parent of Lloyd George.
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 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. Robert J. D. Lloyd George has acted as a portfolio manager of the
Portfolio since it commenced operations. He is the Chairman and Chief Executive
Officer of LGM and Lloyd George. Prior to founding LGM, Mr. Lloyd George was
Managing Director of Indosuez Asia Investment Services, Ltd. (1984-1991).
Acting under the general supervision of the Board of Trustees of the Portfolio,
the Advisers manage the investment of the Portfolio's assets. The Advisers also
furnish for the use of the Portfolio office space and all necessary office
facilities, equipment and personnel for servicing the investments of the
Portfolio. 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. As at February 29, 1996, the Portfolio had net assets of $30,177,617.
For the period from the start of business, September 18, 1995, to February 29,
1996, the Portfolio paid the Advisers advisory fees equivalent to 0.68%
(annualized) of the Portfolio's average daily net assets for such period, which
amount was divided equally between them.
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 or of other investment companies sponsored by BMR or
Eaton Vance as a factor in the selection of firms to execute portfolio
transactions.
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 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. As of February 29, 1996, the Fund had net assets
of $15,747,684. For the period from the Fund's start of business, September 18,
1995, to February 29, 1996, Eaton Vance earned management fees equivalent to
0.25% (annualized) of the Fund's average daily net assets for such period. 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. For the period from the
Portfolio's start of business, September 18, 1995, to February 29, 1996, Eaton
Vance earned administration fees equivalent to 0.25% (annualized) of the
Portfolio's average daily net assets for such period. 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 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 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 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.
During the period from the start of business, September 18, 1995, to February
29, 1996, the Fund paid sales commissions under the Plan equivalent to 0.75%
(annualized) of the Fund's average daily net assets for such period. As at
February 29, 1996, the outstanding Uncovered Distribution Charges of the
Principal Underwriter calculated under the Plan amounted to approximately
$716,000 (which amount was equivalent to 4.5% of the Fund's net assets on such
day).
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 this provision of the 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 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
sell or 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. (as agent for the Fund)
in the manner authorized by the Trustees of the Trust. IBT Fund Services
(Canada), Inc. is a subsidiary of Investors Bank & Trust ("IBT"), the Fund's and
the Portfolio's custodian. 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).
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.
Net asset value is computed by subtracting the liabilities of the Portfolio from
the value of its total assets. For further information regarding the valuation
of the Portfolio's assets, see "Determination of Net Asset Value" in the
Statement of Additional Information.
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. An Authorized Firm may charge its customers a fee in connection with
transactions executed by that Firm. 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: First
Data Investor Services Group, 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 on the day of their receipt 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, must contact Eaton Vance to determine whether
the securities are acceptable before forwarding such securities. 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
- ------------------------------------------------------------------------------
A SHAREHOLDER MAY REDEEM FUND SHARES BY DELIVERING TO FIRST DATA INVESTOR
SERVICES GROUP, 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 First
Data Investor Services Group. 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 First
Data Investor Services Group, 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 $750. Prior to such a redemption,
shareholders will be given 60 days' written notice to make an additional
purchase. 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 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:
YEAR OF REDEMPTION CONTINGENT DEFERRED
AFTER PURCHASE SALES CHARGE
-----------------------------------------------------------------------------
First or Second 5%
Third 4%
Fourth 3%
Fifth 2%
Sixth 1%
Seventh and following 0%
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. As described under "Distribution
Plan," the contingent deferred sales charge will be paid to the Principal
Underwriter or the Fund.
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 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).
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, FIRST DATA INVESTOR SERVICES GROUP, 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
First Data Investor Services Group.
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 First Data Investor Services Group, 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, First Data Investor Services Group, BOS725, P.O. Box
1559, Boston, MA 02104. The currently effective option will appear on each
confirmation statement.
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.
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 (including Class I shares of
any EV Marathon Limited Maturity fund) or Eaton Vance Money Market Fund, which
are distributed subject to a contingent deferred sales charge. Shares of the
Fund may also be exchanged for shares of Eaton Vance Prime Rate Reserves, which
are subject to an early withdrawal charge. Any such exchange will be made 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.
First Data Investor Services Group makes exchanges at the next determined net
asset value after receiving an exchange request in good order (see "How to
Redeem Fund Shares"). Consult First Data Investor Services Group 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, Eaton Vance Prime Rate Reserves and
Class I shares of any EV Marathon Limited Maturity Fund), see "How to Redeem
Fund Shares." The contingent deferred sales charge or early withdrawal charge
schedule applicable to EV Marathon Strategic Income Fund, Eaton Vance Prime Rate
Reserves 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 First Data Investor Services Group provided
that the investor has not disclaimed in writing the use of the privilege. To
effect such exchanges, call First Data Investor Services Group 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 First Data Investor
Services Group 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 First Data Investor
Services Group, 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 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.
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.
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 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 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 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.
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.
<PAGE>
[LOGO]
EATON VANCE
MUTUAL FUNDS
EV MARATHON
INFORMATION
AGE FUND
[GRAPHIC WITH PHOTO OF BABY]
PROSPECTUS
APRIL 1, 1996
EV MARATHON INFORMATION
AGE FUND
24 FEDERAL STREET
BOSTON, MA 02110
- -------------------------------------------------------------------------------
SPONSOR AND MANAGER OF EV MARATHON INFORMATION AGE FUND
ADMINISTRATOR OF INFORMATION AGE PORTFOLIO
Eaton Vance Management, 24 Federal Street, Boston, MA 02110
CO-ADVISERS OF INFORMATION AGE PORTFOLIO
Boston Management and Research, 24 Federal Street, Boston, MA 02110
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, 89 South Street, Boston, MA 02111
TRANSFER AGENT
First Data Investor Services Group, BOS 725, P.O. Box 1559, Boston, MA 02104
(800) 262-1122
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand, L.L.P., One Post Office Square, Boston, MA 02109
M-IAP
<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. 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
HISTORICALLY STRUCTURED MUTUAL FUNDS. THE FUND IS A 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 April 1,
1996, 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.
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE PAGE
<S> <C> <C> <C>
Shareholder and Fund Expenses ........................ 2 How to Buy Fund Shares ............................ 11
The Fund's Financial Highlights ....................... 3 How to Redeem Fund Shares ......................... 14
The Fund's Investment Objective ...................... 4 Reports to Shareholders ........................... 15
The Portfolio's Investments ........................... 4 The Lifetime Investing Account/Distribution
Investment Policies and Risks ......................... 5 Options ......................................... 15
Organization of the Fund and the Portfolio ............ 7 The Eaton Vance Exchange Privilege ................ 16
Management of the Fund and the Portfolio .............. 9 Eaton Vance Shareholder Services .................. 16
Distribution Plan ..................................... 10 Distributions and Taxes ........................... 18
Valuing Fund Shares ................................... 11 Performance Information ........................... 19
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
PROSPECTUS DATED APRIL 1, 1996
<PAGE>
SHAREHOLDER AND FUND EXPENSES
- --------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
- -------------------------------------------------------------------------------
Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price) 4.75%
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None
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 (and Service) Fees 0.50
Other Expenses (including Service Plan Fees) 0.50
-----
Total Operating Expenses 2.25%
=====
EXAMPLE 1 YEAR 3 YEARS
-------- -------
Aninvestor would pay the following maximum
initial sales charge and expenses on a
$1,000 investment, assuming (a) 5% annual
return and b) redemption at the end of
each period: $69 $114
NOTES:
The table and Example 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. Other
Expenses are estimated for the current fiscal year.
The Fund invests exclusively in the Portfolio. The Trustees of the Trust believe
the aggregate per share expenses of the Fund and the Portfolio should
approximate, and over time be less than, the per share expenses 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 Example 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 Example to assume a 5% annual return, but actual return
will vary. For further information regarding the expenses of the Fund and the
Portfolio see "Organization of the Fund and the Portfolio," "Management of the
Fund and the Portfolio" and "How to Redeem Fund Shares." A long-term shareholder
in the Fund 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. See "Distribution Plan."
No sales charge is payable at the time of purchase on investments of $1 million
or more. However, a contingent deferred sales charge of 0.50% will be imposed on
such investments in the event of certain redemptions within 12 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. After such date,
expenses will be higher. See "Distribution Plan."
Other investment companies and investors with different distribution
arrangements and fees are investing in the Portfolio and others may do so in the
future. See "Organization of the Fund and the Portfolio."
<PAGE>
THE FUND'S FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------
The following information should be read in conjunction with the unaudited
financial statements included in the Statement of Additional Information.
Further information regarding the performance of the Fund will be contained in
the Fund's semi-annual report to shareholders which may be obtained without
charge by contacting the Principal Underwriter, Eaton Vance Distributors, Inc.
- ------------------------------------------------------------------------------
FOR THE PERIOD FROM THE START OF BUSINESS, SEPTEMBER 18, 1995, TO FEBRUARY
29, 1996:
NET ASSET VALUE, beginning of period $10.000
--------
INCOME FROM OPERATIONS:
Net investment loss $ (0.022)
Net realized and unrealized gain on investments 0.742
--------
Total income from operations $ 0.720
--------
NET ASSET VALUE, end of period $10.720
========
TOTAL RETURN(1) 7.20%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $ 9,857
Ratio of net expenses to average net assets(2) 2.82%(p)
Ratio of net investment loss to average net assets (0.77%)(p)
(p) Computed on an annualized basis.
(1) Total investment return is calculated assuming a purchase at the net
asset value on the first day and a sale at the net asset value on the
last day of each period reported. Dividends and distributions, if any,
are assumed to be reinvested at the net asset value on the payable
date. Total return is computed on a non-annualized basis.
(2) Includes the Fund's share of the Portfolio's allocated expenses.
<PAGE>
THE FUND'S INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------
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. This investment structure is
commonly referred to as a "master/feeder" structure.
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
"Investment Policies and Risks" 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 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.
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:
* 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.
* Affordability of, and rising demand for, information industries' consumer
products and services particularly in the emerging economies such as China,
India, Africa, 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.
INVESTMENT POLICIES AND RISKS
- ------------------------------------------------------------------------------
The Portfolio invests in a global and diversified portfolio of securities of
information age companies. Information age companies are companies that 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. In addition, 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 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. Convertible debt securities so rated are commonly called
"junk bonds" and have risks similar to equity securities; they are speculative
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, which may include legally restricted securities, are
generally subject to greater price fluctuations, limited liquidity, higher
transaction costs and higher investment risk. The Portfolio may invest up to 15%
of its net assets in illiquid securities (which excludes securities eligible for
resale under Rule 144A of the Securities Act of 1933). In addition, the
Portfolio may temporarily borrow up to 5% of the value of its total assets to
satisfy redemption requests or settle securities transactions.
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 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. In addition to investing in foreign companies of
countries which represent established and developed economies, the Portfolio may
also invest its assets in the emerging economies of lesser developed countries
such as China and India, and countries located in Latin America and Eastern
Europe. Consistent with its investment objective, the Portfolio is not limited
in the percentage of assets it may invest in such securities. The relative risk
and cost of investing in the securities of companies in such emerging economies
may be higher than an investment in securities of companies in more developed
countries. As of the date of this Prospectus, the Advisers initially expect to
invest 50% of the Portfolio's assets in foreign securities.
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 (which may be
speculative), 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 investments, after taking into account
unrealized profits and unrealized losses on any contracts the Portfolio has
entered into. There is no current intention to use derivative instruments for
non-hedging purposes.
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 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.
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 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 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. 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. Please refer to the Statement of Additional Information for further
information regarding the investment policies and risks of the Fund and
Portfolio.
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. 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. 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 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,
which is a separate investment company with an identical investment objective
(although the Fund may temporarily hold a de minimis amount of cash). 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
"Investment Policies and Risks." Further information regarding the investment
practices of the Portfolio may 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 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 1992, 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.
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 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 "Trustees and Officers" in 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 managed by Robert J. D. Lloyd George, Chairman
and Chief Executive Officer of Lloyd George, 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 over $16 billion. 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.
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 primarily in investment management, administration and marketing
activities. Eaton Vance Corp. owns 24% of the Class A Shares issued by Lloyd
George Management (B.V.I.) Limited ("LGM"), the parent of Lloyd George.
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 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. Robert J. D. Lloyd George has acted as a portfolio manager of the
Portfolio since it commenced operations. He is the Chairman and Chief Executive
Officer of LGM and Lloyd George. Prior to founding LGM, Mr. Lloyd George was
Managing Director of Indosuez Asia Investment Services, Ltd. (1984-1991).
Acting under the general supervision of the Board of Trustees of the Portfolio,
the Advisers manage the investment of the Portfolio's assets. The Advisers also
furnish for the use of the Portfolio office space and all necessary office
facilities, equipment and personnel for servicing the investments of the
Portfolio. 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. As at February 29, 1996, the Portfolio had net assets of $30,177,617.
For the period from the start of business, September 18, 1995, to February 29,
1996, the Portfolio paid the Advisers advisory fees equivalent to 0.68%
(annualized) of the Portfolio's average daily net assets for such period, which
amount was divided equally between them.
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 or of other investment companies sponsored by BMR or
Eaton Vance as a factor in the selection of firms to execute portfolio
transactions.
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 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. As of February 29, 1996, the Fund had net assets
of $9,856,649. For the period from the Fund's start of business, September 18,
1995, to February 29, 1996, Eaton Vance earned management fees equivalent to
0.25% (annualized) of the Fund's average daily net assets for such period. 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. For the period from the
Portfolio's start of business, September 18, 1995, to February 29, 1996, Eaton
Vance earned administration fees equivalent to 0.25% (annualized) of the
Portfolio's average daily net assets for such period. 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
- ------------------------------------------------------------------------------
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. For the period from the start of business, September 18, 1995, to
February 29, 1996, the Fund paid distribution fees under the Plan to the
Principal Underwriter representing 0.13% of the Fund's average daily net assets.
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 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 this provision of 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
- ------------------------------------------------------------------------------
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. (as agent for the Fund)
in the manner authorized by the Trustees of the Trust. IBT Fund Services
(Canada), Inc. is a subsidiary of Investors Bank & Trust ("IBT"), the Fund's and
the Portfolio's custodian. 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).
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.
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.
Net asset value is computed by subtracting the liabilities of the Portfolio from
the value of its total assets. For further information regarding the valuation
of the Portfolio's assets, see "Determination of Net Asset Value" in the
Statement of Additional Information.
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. An Authorized Firm may
charge its customers a fee in connection with transactions executed by that
Firm. 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 and dealer commissions are:
SALES CHARGE SALES CHARGE DEALER COMMISSION
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 $500,000 ..... 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 .. 0.00* 0.00* 0.50
*No sales charge is payable at the time of purchase on investments of $1
million or more. A contingent deferred sales charge ("CDSC") of 0.50% will be
imposed on such investments (as described below) in the event of certain
redemptions within 12 months of purchase. Such purchases made before November
9, 1995 will be subject to a CDSC of 1% in the event of certain redemptions
within 18 months of purchase.
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 Fund 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
sell or are expected to sell significant amounts of shares. In addition, the
Principal Underwriter may from time to time increase or decrease the dealer
commissions paid to Authorized Firms.
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: First
Data Investor Services Group, 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, (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, and (4) to investment advisors, financial planners or
other intermediaries who place trades for their own accounts or the accounts of
their clients and who charge a management, consulting or other fee for their
services; clients of such investment advisors, financial planners or other
intermediaries who place trades for their own accounts if the accounts are
linked to the master account of such investment advisor, financial planner or
other intermediary on the books and records of the broker or agent; and
retirement and deferred compensation plans and trusts used to fund those plans,
including, but not limited to, those defined in Section 401(a), 403(b) or 457 of
the Internal Revenue Code of 1986, as amended (the "Code"), and "rabbi trusts."
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 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 recordkeepers and not by the
Principal Underwriter. The 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 on the day of their receipt 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.
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 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
Investors who are contemplating an exchange of securities for shares of the
Fund, or their representatives, must contact Eaton Vance to determine whether
the securities are acceptable before forwarding such securities. 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.
STATEMENT OF INTENTION AND ESCROW AGREEMENT. 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.
If total purchases under this Statement of Intention are less than the amount
specified, the investor will promptly remit to the Principal Underwriter 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 the Principal Underwriter 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.
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 this 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 the Principal Underwriter. 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 investor's account.
IF YOU DON'T HAVE AN AUTHORIZED FIRM, EATON VANCE CAN RECOMMEND ONE.
HOW TO REDEEM FUND SHARES
- --------------------------------------------------------------------------------
A SHAREHOLDER MAY REDEEM FUND SHARES BY DELIVERING TO FIRST DATA INVESTOR
SERVICES GROUP, 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 First
Data Investor Services Group. 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 First
Data Investor Services Group, 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.
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 $750. Prior to such a redemption,
shareholders will be given 60 days' written notice to make an additional
purchase. 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.
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 12 months of purchase, a CDSC of 0.50% will be imposed on such
redemption. (Such purchases made before November 9, 1995 will be subject to a
CDSC of 1% in the event of certain redemptions made within 18 months of
purchases.) 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. 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 a 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 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. Consistent
with applicable law, duplicate mailings of shareholder reports and certain other
Fund information to shareholders residing at the same address may be eliminated.
THE LIFETIME INVESTING ACCOUNT/DISTRIBUTION OPTIONS
- ------------------------------------------------------------------------------
AFTER AN INVESTOR MAKES AN INITIAL PURCHASE OF FUND SHARES, THE FUND'S TRANSFER
AGENT, FIRST DATA INVESTOR SERVICES GROUP, 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
First Data Investor Services Group.
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 First Data Investor Services Group, 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, First Data Investor Services Group, BOS725, P.O. Box
1559, Boston, MA 02104. The currently effective option will appear on each
confirmation statement.
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.
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 (plus, in the case of
an exchange made within six months of the date of purchase of shares subject to
an initial sales charge, 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 shares being acquired). 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.
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.
First Data Investor Services Group makes exchanges at the next determined net
asset value after receiving an exchange request in good order (see "How to
Redeem Fund Shares"). Consult First Data Investor Services Group 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.
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 subject to any restrictions or qualifications set forth in
the current prospectus of any such fund.
Telephone exchanges are accepted by First Data Investor Services Group provided
that the investor has not disclaimed in writing the use of the privilege. To
effect such exchanges, call First Data Investor Services Group 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 First Data Investor
Services Group 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
Traditional Information Age Fund may be mailed directly to First Data Investor
Services Group, 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.
STATEMENT OF INTENTION: Purchases of $100,000 or more made over a 13-month
period are eligible for reduced sales charges. See "How to Buy Fund Shares --
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.
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 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 the shares of which are to be
purchased (or by such fund's transfer agent). The privilege is also available to
shareholders of the Funds listed under "The Eaton Vance Exchange Privilege" 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. 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.
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.
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.
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.
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 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 by the average annual compounded rate of return
(including capital appreciation/depreciation, 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 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 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. The Fund's performance may be compared in publications
to the performance of various indices and investments for which reliable data is
available, and to averages, performance rankings, or other information prepared
by recognized mutual fund statistical services.
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.
<PAGE>
[LOGO]
EV TRADITIONAL
INFORMATION
AGE FUND
[GRAPHIC WITH PHOTO OF BABY]
PROSPECTUS
APRIL 1, 1996
EV TRADITIONAL INFORMATION
AGE FUND
24 FEDERAL STREET
BOSTON, MA 02110
- --------------------------------------------------------------------------------
SPONSOR AND MANAGER OF EV TRADITIONAL INFORMATION AGE FUND
ADMINISTRATOR OF INFORMATION AGE PORTFOLIO
Eaton Vance Management, 24 Federal Street, Boston, MA 02110
CO-ADVISERS OF INFORMATION AGE PORTFOLIO
Boston Management and Research, 24 Federal Street, Boston, MA 02110
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, 89 South Street, Boston, MA 02111
TRANSFER AGENT
First Data Investor Services Group, BOS725, P.O. Box 1559, Boston, MA 02104
(800) 262-1122
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand, L.L.P., One Post Office Square, Boston, MA 02109
T-IAP
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
STATEMENT OF
ADDITIONAL INFORMATION
April 1, 1996
EV CLASSIC 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 Classic Information Age Fund (the "Fund"),
Information Age Portfolio (the "Portfolio") and certain other series of Eaton
Vance Growth Trust (the "Trust"). The Fund's Part II (the "Part II") provides
information solely about the Fund. Where appropriate, Part I includes cross-
references to the relevant sections of Part II. This Statement of Additional
Information is sometimes referred to herein as the "SAI".
TABLE OF CONTENTS
Page
PART I
Additional Information About Investment Policies ...................... 1
Investment Restrictions ............................................... 5
Trustees and Officers .................................................. 7
Management of the Fund and the Portfolio ............................... 10
Custodian .............................................................. 13
Service for Withdrawal ................................................. 13
Determination of Net Asset Value ....................................... 14
Investment Performance ................................................. 14
Taxes .................................................................. 15
Portfolio Security Transactions ........................................ 17
Other Information ...................................................... 19
Independent Accountants ................................................ 20
PART II
Fees and Expenses ...................................................... a-1
Principal Underwriter .................................................. a-1
Distribution Plan ...................................................... a-2
Performance Information ................................................ a-4
Control Persons and Principal Holders of Securities .................... a-4
Financial Statements ................................................... a-5
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 APRIL 1, 1996, 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
April 1, 1996
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"),
Information Age Portfolio (the "Portfolio") and certain other series of Eaton
Vance Growth Trust (the "Trust"). The Fund's Part II (the "Part II") provides
information solely about the Fund. Where appropriate, Part I includes cross-
references to the relevant sections of Part II. This Statement of Additional
Information is sometimes referred to herein as the "SAI."
TABLE OF CONTENTS Page
PART I
Additional Information About Investment Policies ......................... 1
Investment Restrictions .................................................. 5
Trustees and Officers .................................................... 7
Management of the Fund and the Portfolio ................................. 13
Service for Withdrawal ................................................... 13
Determination of Net Asset Value ......................................... 14
Investment Performance ................................................... 14
Taxes .................................................................... 15
Portfolio Security Transactions .......................................... 17
Other Information ........................................................ 19
Independent Accountants .................................................. 20
PART II
Fees and Expenses ........................................................ a-1
Principal Underwriter .................................................... a-1
Distribution Plan ........................................................ a-2
Performance Information .................................................. a-4
Control Persons and Principal Holders of Securities ...................... a-4
Financial Statements ..................................................... a-5
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 APRIL 1, 1996, 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
April 1, 1996
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"),
Information Age Portfolio (the "Portfolio") and certain other series of Eaton
Vance Growth Trust (the "Trust"). The Fund's Part II (the "Part II") provides
information solely about the Fund. Where appropriate, Part I includes
cross-references to the relevant sections of Part II. This Statement of
Additional Information is sometimes referred to herein as the "SAI."
TABLE OF CONTENTS Page
PART I
Additional Information About Investment Policies .......................... 1
Investment Restrictions ................................................... 5
Trustees and Officers ..................................................... 7
Management of the Fund and the Portfolio .................................. 10
Custodian ................................................................. 13
Service for Withdrawal .................................................... 13
Determination of Net Asset Value .......................................... 14
Investment Performance .................................................... 14
Taxes ..................................................................... 15
Portfolio Security Transactions ........................................... 17
Other Information ......................................................... 19
Independent Accountants ................................................... 20
PART II
Fees and Expenses ......................................................... a-1
Services for Accumulation ................................................. a-1
Principal Underwriter ..................................................... a-2
Distribution Plan ......................................................... a-3
Performance Information ................................................... a-4
Control Persons and Principal Holders of Securities ....................... a-4
Financial Statements ...................................................... a-5
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 APRIL 1, 1996, 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, certain other series of
the Trust and the Portfolio. Capitalized terms used in this SAI and not
otherwise defined have the meanings given them in the Fund's Prospectus. The
Fund is subject to the same investment policies as those of the Portfolio. The
Fund currently seeks to achieve its objective by investing in the Portfolio.
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 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. 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.
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
<PAGE>
following day, thereby preventing the Portfolio from 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 CFTC or (with the exception of certain foreign currency
options) the Securities and Exchange Commission (the "Commission"). To the
contrary, such instruments are traded through financial institutions acting as
market-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 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 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 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. 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 SAI states a maximum percentage of assets that may be
invested in any security or other 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 SAI 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 (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 and commercial paper issued pursuant to Section 4(2) of said Act that
the Board of Trustees of the Trust or the Portfolio, or their delegate,
determines to be liquid. 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 oil, gas or other 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). Neither the Fund nor the Portfolio will
purchase an option on a security if, after such transaction, more than 5% of
its net assets, measured by the aggregate of all premiums paid for all such
options held by the Portfolio, would be so invested.
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 (54), President and Trustee*
Executive Vice President of Eaton Vance, BMR, EVC and EV, and a Director of
EVC and EV. Director of Lloyd George Management (B.V.I.) Limited ("LGM").
Director or Trustee and officer of various investment companies managed by
Eaton Vance or BMR.
DONALD R. DWIGHT (65), 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 (61), 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
NORTON H. REAMER (60), Trustee
President and Director, United Asset Management Corporation, (a holding
company owning institutional investment management firms); Chairman,
President and Director, UAM Funds (mutual funds). Director or Trustee of
various investment companies managed by Eaton Vance or BMR.
Address: One International Place, Boston, Massachusetts 02110
JOHN L. THORNDIKE (69), 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 (66), 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
WILLIAM D. BURT (57), Vice President
Vice President of Eaton Vance since November, 1994. Vice President of The
Boston Company prior thereto.
M. DOZIER GARDNER (62), 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.
BARCLAY TITTMANN (64), Vice President
Vice President of Eaton Vance since September, 1993. Vice President of INVESCO
prior thereto.
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.
WILLIAM J. AUSTIN, JR. (44), 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 (64), 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 (60), 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 (33), 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.
ERIC G. WOODBURY (38), Assistant Secretary
Vice President of Eaton Vance since February 1993; formerly, associate
attorney at Dechert, Price & Rhoads and Gaston & Snow. Officer of various
investment companies managed by Eaton Vance or BMR. Mr. Woodbury was elected
Assistant Secretary of the Trust on June 19, 1995.
Address: Eaton Vance Management, 24 Federal Street, Boston, Massachusetts
02110
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 are 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 level of compensation to the Trustee. Neither the Portfolio
nor the Fund has a retirement plan for its Trustees. For information
concerning the compensation earned by the Trustees of the Trust and the
Portfolio, see "Fees and Expenses" in the Fund's Part II.
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
JAMES B. HAWKES (54), President and Trustee*
Executive Vice President of Eaton Vance, BMR, EVC and EV, and a Director of
EVC and EV. Director of LGM. Director or Trustee and officer of various
investment companies managed by Eaton Vance or BMR.
Address: Eaton Vance Management, 24 Federal Street, Boston, Massachusetts
02110
DONALD R. DWIGHT (65), Trustee
President of Dwight Partners, Inc. (a corporate relations and communications
company) founded in 1988; Chairman of the Board of Newspapers of New
England, Inc. since 1983; 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 (61), 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
NORTON H. REAMER (60), Trustee
President and Director, United Asset Management Corporation, (a holding
company owning institutional investment management firms); Chairman,
President and Director, UAM Funds (mutual funds). Director or Trustee of
various investment companies managed by Eaton Vance or BMR.
Address: One International Place, Boston, Massachusetts 02110
JOHN L. THORNDIKE (69), 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 (66), 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
WILLIAM CHISHOLM (35), Vice President
Senior Trust Officer 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 (44), Vice President
Assistant Manager - Trust Services, 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 (43), 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 (38), 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 (64), 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
JANET E. SANDERS (60), 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
M. KATHERINE KREIDER (35), Assistant Treasurer
Assistant Vice President of Eaton Vance, BMR and EV since February 5, 1996.
Senior Audit Manager (1993-1996), Audit Manager (1993-1991) -- Financial
Services Industry Practice, Deloitte & Touche (1987-1996). Officer of
various investment companies managed by Eaton Vance or BMR. Ms. Kreider was
elected Assistant Treasurer of the Trust on February 21, 1996.
Address: Eaton Vance Management, 24 Federal Street, Boston, Massachusetts
02110
A. JOHN MURPHY (33), 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
ERIC G. WOODBURY (38), Assistant Secretary
Vice President of Eaton Vance since February 1993; formerly, associate
attorney at Dechert, Price & Rhoads and Gaston & Snow. Officer of various
investment companies managed by Eaton Vance or BMR
Address: Eaton Vance Management, 24 Federal Street, Boston, Massachusetts
02110
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.
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 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 AND THE PORTFOLIO
Eaton Vance acts as the sponsor and manager of the Fund and the
administrator of the Portfolio. The Portfolio has engaged BMR, 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 are entitled to receive a monthly advisory fee 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:
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
As of February 29, 1996, the Portfolio had net assets of $30,177,617. For
the period from the start of business, September 18, 1995, to February 29,
1996, the Advisers earned advisory fees of $56,494 (equivalent to 0.68%
(annualized) of the Portfolio's average daily net assets for such period).
Such advisory fee was divided equally between Lloyd George 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. They maintain a large staff of experienced
fixed-income and equity investment professionals to service the needs of their
clients. The fixed-income division focuses on all kinds of taxable investment-
grade and high-yield securities, tax-exempt investment-grade and high-yield
securities, and U.S. Government securities. The equity division, with a staff
of approximately 30 professionals, covers stocks ranging from blue chip to
emerging growth companies. Eaton Vance manages more than 150 mutual funds, as
well as retirement plans, pension funds and endowments.
LGM specializes in providing investment management services with respect
to equity securities of companies trading in Asian securities markets,
especially those of emerging markets. LGM currently manages portfolios for
both private clients and institutional investors seeking long-term capital
growth and has advised Eaton Vance's international equity funds since 1992.
LGM's core investment team consists of nine experienced investment
professionals who have worked together over a number of years successfully
managing client portfolios in non-U.S. stock markets. The team has a unique
knowledge of, and experience with, Asian emerging markets. LGM analysts cover
East Asia, the India subcontinent, Russia and Eastern Europe, Latin America,
Australia and New Zealand from offices in Hong Kong, London and Bombay. LGM is
ultimately controlled by the Hon. Robert J.D. Lloyd George, Vice President of
the Portfolio and Chairman and Chief Executive Officer of the Lloyd George.
LGM's only business is portfolio management. Eaton Vance's parent is a
shareholder of LGM.
Lloyd George and LGM have adopted a conservative management style,
providing a blend of Asian and multinational expertise with the most rigorous
international standards of fundamental security analysis. Although focused
primarily in Asia, Lloyd George and LGM maintain a network of international
contacts in order to monitor international economic and stock market trends
and offer clients a global management service.
The directors of Lloyd George are the Honorable Robert J. D. Lloyd George,
William Walter Raleigh Kerr, M. F. Tang, Scobie Dickinson Ward, Pamela Chan
and Adaline Mang-Yee Ko. 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.
Mr. Lloyd George was born in London in 1952 and educated at Eton College,
where he was a King's Scholar, and at Oxford University. Prior to founding
LGM, Mr. Lloyd George was Managing Director of Indosuez Asia Investment
Services Ltd. In 1983 Mr. Lloyd George launched and managed the Henderson
Japan Special Situations Trust. Prior to that he spent four years with the
Fiduciary Trust Company of New York researching international securities, in
the United States and Europe, for the United Nations Pension Fund. Mr. Lloyd
George is the author of numerous published articles and three books -- "A
Guide to Asian Stock Markets" (Longmans, Hong Kong, 1989), "The East West
Pendulum" (Woodhead - Faulkner, Cambridge, 1991) and "North South-An Emerging
Markets Handbook" (Probus England, 1994).
Eaton Vance and Lloyd George follow a common investment philosophy,
striving to identify companies with outstanding management and earnings growth
potential by following a disciplined management style, adhering to the most
rigorous international standards of fundamental security analysis, placing
heavy emphasis on research, visiting every company owned, and closely
monitoring political and economic developments.
Eaton Vance mutual funds are distributed by Eaton Vance Distributors both
within the United States and offshore. Eaton Vance Distributors believes that
an investment professional can provide valuable services to you to help you
reach your investment goals. Meeting investment goals requires time,
objectivity and investment savvy. Before making an investment recommendation,
a representative can help you carefully consider your short- and long-term
financial goals, your tolerance for investment risk, your investment time
frame, and other investments you may already own. Your professional investment
representatives are knowledgeable about financial markets, as well as the wide
range of investment opportunities available. A representative can provide you
with tailored financial advice and help you decide when to buy, sell or
persevere with your investments.
The Portfolio's investment advisory agreement with the Advisers remains in
effect until February 28, 1997; it may be continued indefinitely thereafter so
long as such continuance 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:
ANNUAL
CATEGORY AVERAGE DAILY NET ASSETS ASSET RATE
- ---------- ---------------- ----------
1 less than $500 million ............................... 0.25%
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 ................ 0.20
5 $2 billion but less than $3 billion .................. 0.18333
6 $3 billion and over .................................. 0.1667
For the period from the start of business, September 18, 1995, to February
29, 1996, Eaton Vance earned administration fees of $18,684 (equivalent to
0.25% (annualized) of the Portfolio's average daily net assets for such
period). For the management fees that the Fund paid to Eaton Vance, see "Fees
and Expenses" in the Fund's Part II.
Eaton Vance's management contract with the Fund will remain in effect
until February 28, 1997, and its administration agreement with the Portfolio
will remain in effect until February 28, 1997. Each agreement may be continued
from year to year, 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.
To the extent necessary to comply with U.S. tax law, Eaton Vance has
employed IBT 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 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
February 29, 1996, 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. Austin,
Murphy, O'Connor, Richardson and Woodbury and Ms. Sanders and Ms. Kreider 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.
EVC owns all of the stock of Energex Energy Corporation, which engages in
oil and gas exploration and development. In addition, Eaton Vance owns all the
stock of Northeast Properties, Inc., which is engaged in real estate
investment. EVC also owns 24% of the Class A shares issued by the parent of
Lloyd George. EVC owns all the stock of Fulcrum Management, Inc. and MinVen,
Inc., which are engaged in precious metal mining venture investment and
management. EVC, BMR, Eaton Vance 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 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"), 89 South Street, Boston,
Massachusetts, 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 charges 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. Landon T. Clay,
a Director of EVC and an officer, Trustee or Director of other entities in the
Eaton Vance organization, owns approximately 13% of the voting stock of
Investors Financial Services Corp., the holding company parent of IBT.
Management believes that such ownership does not create an affiliated person
relationship between the Fund or Portfolio and IBT under the 1940 Act.
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 an initial 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. 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. 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. All other
securities are valued at fair value as determined in good faith by or at the
direction of the Trustees.
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's 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.
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 ("Portfolio Business Day") 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, determined on the prior Portfolio Business Day,
which represents that investor's share of the aggregate interests in the
Portfolio on such prior day. 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 for
the current Portfolio Business Day.
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 dividends and
distributions paid and reinvested) for the stated period and annualizing the
result. The calculation assumes that all distributions are reinvested at net
asset value on the reinvestment dates during the period, and either (i) the
deduction of the maximum sales charge from the initial $1,000 purchase order
or (ii) a complete redemption of the investment and, if applicable, the
deduction of the contingent deferred sales charge at the end of the period.
For information concerning the total return of the Fund, see "Performance
Information" in Part II.
Total return may be compared to relevant indices, such as the Consumer
Price Index and various domestic and foreign securities indices, for example:
Standard & Poor's Index 400 Stock Index, Standard & Poor's Index 500 Stock
Index, 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.
Such information may also include descriptions of and editorial comments
concerning information age companies and the various information age
industries (i.e., the semi-conductor, cellular telephone, entertainment and
computer industries), as well as statistics, data and performance information
about these companies and industries.
Information about the Portfolio allocation and holdings of investments in
the Portfolio may be included in advertisements and other material furnished
to present and prospective shareholders. Also, 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.
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 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".
The Fund may provide investors with information on global investing, which
may include descriptions, comparisons, charts and/or illustrations of: foreign
and domestic equity market capitalizations; returns obtained by foreign and
domestic securities; and the effects of globally diversifying an investment
portfolio (including volatility analysis and performance information). Such
information may be provided for a variety of countries over varying time
periods.
The Fund may provide information about Eaton Vance, its affiliates and
other investment advisers to the funds in the Eaton Vance Family of Funds in
sales material or advertisements provided to investors or prospective
investors. Such material or advertisements may also provide information on the
use of investment professionals by such investors.
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 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 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 certifications, 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 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-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 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 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 period from the Portfolio's start of business, September 18, 1995, to
February 29, 1996, the Portfolio paid brokerage commissions of $93,291 with
respect to portfolio transactions. Of this amount, approximately $90,023 was
paid in respect of portfolio security transactions aggregating approximately
$24,606,579 to firms which provided some Research Services to the Adviser's
organization (although many such firms may have been selected in any
particular transaction primarily because of their execution capabilities).
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 a corporation first organized in 1954.
Eaton Vance, pursuant to its agreement with the Trust, controls the use of the
words "Eaton Vance" and "EV" in the Trust's name and may use the words "Eaton
Vance" or "EV" in other connections and for other purposes.
The 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 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 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 ACCOUNTANTS
On August 7, 1995, the Trustees appointed Coopers & Lybrand L.L.P., One
Post Office Square, Boston, Massachusetts, as the independent 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. The change in auditors was not due to disagreement on
any matter of accounting principles or practices or financial statement
disclosures. Coopers & Lybrand Chartered Accountants, Toronto, Canada, are the
independent accountants for the Portfolio.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
PART II
This Part II provides information about EV CLASSIC INFORMATION AGE FUND.
The Fund became a series of the Trust on October 23, 1995.
FEES AND EXPENSES
MANAGER
As of February 29, 1996, the Fund had net assets of $829,215. For the
period from the start of business, November 22, 1995, to February 29, 1996,
Eaton Vance earned management fees of $311 (equivalent to 0.25% (annualized)
of the Fund's average daily net assets for such period).
DISTRIBUTION PLAN
During the period from the start of business, November 22, 1995, to
February 29, 1996, the Principal Underwriter paid to Authorized Firms sales
commissions of $608 on sales of shares of the Fund. During the same period,
the Fund made sales commission payments under the Plan to the Principal
Underwriter aggregating $883 and the Principal Underwriter received $13 in
contingent deferred sales charges ("CDSCs") imposed on early redeeming
shareholders. These sales commissions and CDSC payments reduced Uncovered
Distribution Charges under the Plan. As at February 29, 1996, the outstanding
Uncovered Distribution Charges of the Principal Underwriter calculated under
the Plan amounted to approximately $51,000 (which amount was equivalent to
6.2% of the Fund's net assets on such day). During the period from the start
of business, November 22, 1995, to February 29, 1996, the Fund made service
fee payments to the Principal Underwriter and Authorized Firms aggregating
$294 of which $203 was paid to Authorized Firms and the balance of which was
retained by the Principal Underwriter.
PRINCIPAL UNDERWRITER
For the period from the start of business, November 22, 1995, to February
29, 1996, the Fund paid the Principal Underwriter $5.00 for repurchase
transactions handled by the Principal Underwriter (being $2.50 for each such
transaction).
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 Fund
or the Portfolio.) For the fiscal year ending August 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 year ended December 31, 1995, the noninterested
Trustees of the Trust and the Portfolio earned the following compensation in
their capacities as Trustees of the funds in the Eaton Vance fund complex(1):
<TABLE>
<CAPTION>
ESTIMATED ESTIMATED
AGGREGATE AGGREGATE TOTAL COMPENSATION
COMPENSATION COMPENSATION FROM TRUST AND
NAME FROM FUND FROM PORTFOLIO FUND COMPLEX
---- -------------- -------------- ------------------
<S> <C> <C> <C>
Donald R. Dwight .............................. $50 $2,500 $135,000(2)
Samuel L. Hayes, III .......................... 50 2,500 150,000(3)
Norton H. Reamer .............................. 50 2,500 135,000
John L. Thorndike ............................. 50 2,500 140,000
Jack L. Treynor ............................... 50 2,500 140,000
(1) The Eaton Vance fund complex consists of 219 registered investment
companies or series thereof.
(2) Includes $35,000 of deferred compensation.
(3) Includes $33,750 of deferred compensation.
</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 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
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 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 such a liability under 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 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 Classic
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, distribution fees and service fees to the Principal
Underwriter 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 and
service fees 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 administration fee payable to Eaton Vance
by the Portfolio) resulting from sale of Fund shares and through the sales
commissions, 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
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 Plan provides that it shall continue in effect 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. 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) and by the Board of Trustees
of the Trust, including the Rule 12b-1 Trustees. 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
determined that in their judgment there is a reasonable likelihood that the
Plan will benefit the Fund and its shareholders.
PERFORMANCE INFORMATION
The table below indicates the cumulative and average annual total return on
a hypothetical investment of $1,000 in the Fund covering the period from
September 18, 1995 through February 29, 1996. The total return for the period
prior to the Fund's commencement of operations on November 22, 1995 reflects the
Portfolio's total return (or that of its predecessor) adjusted to reflect any
applicable Fund CDSC. Total return for this time period has not been adjusted to
reflect the Fund's distribution and service fees and certain other expenses. If
such an adjustment were made, the performance would be lower.
<TABLE>
<CAPTION>
VALUE OF A $1,000 INVESTMENT
VALUE AFTER TOTAL RETURN BEFORE TOTAL RETURN AFTER
VALUE BEFORE DEDUCTING DEDUCTING CDSC DEDUCTING CDSC**
INVESTMENT INVESTMENT AMOUNT OF DEDUCTING CDSC CDSC** -------------------------- --------------------------
PERIOD DATE INVESTMENT ON 2/29/96 ON 2/29/96 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -------------- ------------ ----------- --------------- --------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Life of
the Fund 9/18/95* $1,000 $1,062.96 $1,052.96 6.30% -- 5.30% --
Past performance is not indicative of future results. Investment return
and principal value will fluctuate; shares, when redeemed, may be worth more
or less than their original cost.
- ----------
<FN>
*Investment operations began November 22, 1995.
**No CDSC is imposed on certain redemptions. See the Fund's current
Prospectus.
</TABLE>
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As at February 29, 1996, the Trustees and officers of the Trust, as a
group, owned in the aggregate less than 1% of the outstanding shares of the
Fund. As of February 29, 1996, Merrill Lynch, Pierce, Fenner & Smith, Inc.,
Jacksonville, FL 32246 was the record owner of approximately 69.5% of the
outstanding shares, which were held on behalf of its customers who are the
beneficial owners of such shares, and as to which it had voting power under
certain limited circumstances. To the knowledge of the Trust, no other person
owned of record or beneficially 5% or more of the Fund's outstanding shares as
of such date.
<PAGE>
<TABLE>
<CAPTION>
EV CLASSIC INFORMATION AGE FUND
FINANCIAL STATEMENTS
Statement of Assets and Liabilities
February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Investment in Information Age Portfolio (Portfolio), at value (Note 1A)
(identified cost, $801,770) $ 829,349
Receivable for Fund shares sold 5,014
Deferred organization expenses (Note 1D) 47,810
--------------
Total assets $ 882,173
LIABILITIES:
Accrued organization expense $ 50,000
Accrued expenses 2,958
--------------
Total liabilities 52,958
--------------
NET ASSETS for 80,537 shares of beneficial interest outstanding $ 829,215
==============
SOURCES OF NET ASSETS:
Paid-in capital $ 811,044
Accumulated net realized loss on investment transactions from Portfolio (1,291)
Accumulated net investment loss (8,117)
Unrealized appreciation of investments from Portfolio
(computed on the basis of identified cost) 27,579
-------------
Total $ 829,215
=============
NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE (NOTE 7) PER SHARE
($829,215 (divided by) 80,537 shares of beneficial interest) $10.30
======
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
For the period from the start of business, November 22, 1995, to February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INVESTMENT INCOME (NOTE 1B):
Dividend income allocated from Portfolio (net of foreign taxes of $86) $ 1,116
Interest income allocated from Portfolio 1,153
Expenses allocated from Portfolio (2,131)
-------------
Net investment income from Portfolio $ 138
Expenses --
Management fee (Note 3) $ 311
Custodian fee 83
Distribution fees (Note 6) 1,245
Transfer and dividend disbursing agent fees 47
Printing and postage 2,646
Legal and accounting services 200
Registration fees 1,000
Amortization of organization expenses (Note 1D) 2,190
Miscellaneous 533
-------------
Total expenses 8,255
-------------
Net investment loss $ (8,117)
-------------
REALIZED AND UNREALIZED GAIN (LOSS) FROM PORTFOLIO:
Net realized loss from Portfolio (identified cost basis) --
Investment transactions $ (1,027)
Foreign currency (264)
-------------
Net realized loss $ (1,291)
Unrealized appreciation of investments 27,579
-------------
Net realized and unrealized gain $ 26,288
-------------
Net increase in net assets from operations $ 18,171
=============
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN NET ASSETS
For the period from the start of business, November 22, 1995, to February 29, 1996 (Unaudited)
- -------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
<S> <C>
From operations --
Net investment loss $ (8,117)
Net realized loss from Portfolio (1,291)
Unrealized appreciation from Portfolio 27,579
-----------
Net decrease in net assets from operations $ 18,171
-----------
Transactions in shares of beneficial interest (Note 4) --
Proceeds from sale of shares $ 852,742
Cost of shares redeemed (41,698)
-----------
Increase in net assets from Fund share transactions $ 811,044
------------
Net increase in net assets $ 829,215
NET ASSETS:
At beginning of period --
-----------
At end of period (including accumulated net investement loss of $8,117) $ 829,215
===========
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS
For the period from the start of business, November 22, 1995, to February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------------------------
<S> <C>
NET ASSET VALUE -- Beginning of period $ 10.000
---------
INCOME FROM OPERATIONS:
Net investment loss $ (0.101)
Net realized and unrealized gain on investments 0.401
---------
Total income from operations $ 0.300
---------
NET ASSET VALUe -- End of period $ 10.300
=========
TOTAL RETURN (1) 3.00%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $ 829
Ratio of net expenses to average net assets * 8.01%+
Ratio of net investment loss to average net assets (6.26%)+
<FN>
* Includes the Fund's share of Information Age Portfolio's allocated expenses.
+ Annualized.
(1) Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each period reported. Dividends and distributions, if any, are assumed to
be reinvested at the net asset value on the payable date.
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
- -----------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
EV Classic Information Age Fund (the Fund) is a diversified series of Eaton
Vance Growth Trust (the Trust). The Trust is an entity of the type commonly
known as a Massachusetts business trust and is registered under the Investment
Company Act of 1940, as amended, as an open-end, management investment company.
The Fund invests all of its investable assets in interests in Information Age
Portfolio (the Portfolio), a New York Trust, having the same investment
objective as the Fund. The value of the Fund's investment in the Portfolio
reflects the Fund's proportionate interest in the net assets of the Portfolio
(2.8% at February 29, 1996). The performance of the Fund is directly affected by
the performance of the Portfolio. The financial statements of the Portfolio,
including the portfolio of investments, are included elsewhere in this report
and should be read in conjunction with the Fund's financial statements. The
following is a summary of significant accounting policies consistently followed
by the Fund in the preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles.
A. INVESTMENT VALUATION - Valuation of securities by the Portfolio is
discussed in Note 1 of the Portfolio's Notes to Financial Statements
which are included elsewhere in this report.
B. INCOME - The Fund's net investment income consists of the Fund's pro rata
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.
C. FEDERAL TAXES - The Fund's policy is to comply with the provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute to shareholders each year all of its net investment income, and any
net realized capital gains. Accordingly, no provision for federal income or
excise tax is necessary.
D. DEFERRED ORGANIZATION EXPENSES - Costs incurred by the Fund in connection
with its organization, including registration costs, are amortized on the
straight-line basis over five years.
E. INTERIM FINANCIAL INFORMATION - The interim financial statements relating to
February 29, 1996 and for the period then ended have not been audited by
independent certified public accountants, but in the opinion of the Funds
management, reflect all adjustments, consisting only of normal recurring
adjustments, necessary for the fair presentation of the financial statements.
(2) DISTRIBUTIONS TO SHAREHOLDERS
It is the present policy of the Fund to make 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 at least one distribution annually of all or substantially all of
the net realized capital gains (reduced by any available capital loss
carryforwards from prior years) allocated by the Portfolio to the Fund, if any.
Shareholders may reinvest all distributions in shares of the Fund at the per
share net asset value as of the close of business on the record date. The Fund
distinguishes between distributions on a tax basis and a financial reporting
basis. Generally accepted accounting principles require that only distributions
in excess of tax basis earnings and profits be reported in the financial
statements as a return of capital. Differences in the recognition or
classification of income between the financial statements and tax earnings and
profits which result in temporary over distributions for financial statement
purposes are classified as distributions in excess of net investment income or
accumulated net realized gains. Permanent differences between book and tax
accounting relating to distributions are reclassified to paid-in capital.
(3) MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The management fee is earned by Eaton Vance Management (EVM) as compensation for
management and administration of the business affairs of the Fund. The fee is
based on a percentage of average daily net assets. For the period from the start
of business, November 22, 1995 to February 29, 1996 the fee was equivalent to
0.25% (annualized) of the Fund's average daily net assets for such period and
amounted to $311. Except as to Trustees of the Fund who are not members of EVM's
organization, officers and Trustees receive remuneration for their services to
the Fund out of such management fee. Certain officers and Trustees of the Fund
and the Portfolio are officers and directors/trustees of the above
organizations. In addition, investment adviser, administrative fees, and custody
fees are paid by the Portfolio to EVM and its affiliates. See Note 2 of the
Portfolio's Notes to Financial Statements which are included elsewhere in this
report.
- -----------------------------------------------------------------------------
(4) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares for the period from the start of business, November
22, 1995, to February 29, 1996 were as follows:
Sales 84,673
Issued to shareholders electing to receive payments
of distributions in Fund shares --
Redemptions (4,136)
------
Net increase 80,537
======
- -----------------------------------------------------------------------------
(5) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio aggregated
$849,742 and $44,804, respectively.
- -----------------------------------------------------------------------------
(6) DISTRIBUTION PLAN
The Fund has adopted a distribution plan (the "Plan") pursuant to Rule 12b-1
under the Investment Company Act of 1940. The Plan requires the Fund to pay the
Principal Underwriter, Eaton Vance Distributors, Inc. (EVD) amounts equal to
1/365 of 0.75% of the Fund's daily net assets, for providing ongoing
distribution services and facilities to the Fund. The Fund will automatically
discontinue payments to EVD during any period in which there are no outstanding
Uncovered Distribution Charges, which are equivalent to the sum of (i) 6.25% of
the aggregate amount received by the Fund for shares sold plus, (ii)
distribution fees calculated by applying the rate of 1% over the prevailing
prime rate to the outstanding balance of Uncovered Distribution Charges of EVD
reduced by amounts theretofore paid to EVD. The amount payable to EVD with
respect to each day is accrued on such day as a liability of the Fund and,
accordingly, reduces the Fund's net assets. The Fund paid or accrued $934 to or
payable to EVD for the period from the start of business, November 22, 1995 to
February 29, 1996, representing 0.75% of average daily net assets. At February
29, 1996, the amount of Uncovered Distribution Charges of EVD calculated under
the Plan was approximately $51,000.
In addition, the Plan permits the Fund to make monthly payments of service fees
to the Principal Underwriter and Authorized Firms in amounts not exceeding 0.25%
of the Fund's average daily net assets for any fiscal year. The Fund paid or
accured service fees to or payable to EVD for the period from the start of
business, November 22, 1995 to February 29, 1996, in the amount of $311. EVD
makes monthly service fee payments to Authorized Firms in amounts anticipated to
be equivalent to 0.25%, annualized, of the assets maintained in the Fund by
their customers. EVD currently expects to pay to an Authorized Firm a service
fee at the time of sale equal to 0.25% of the purchase price of the shares sold
by such Firm and montly payments of service fees in amounts not expected to
exceed 0.25% per annum of the Funds' average daily net assets based on a value
of Fund shares sold by such Firm and remaining oustanding for at least one year.
During the first year after a purchase of Fund shares, EVD will retain the
service fee as reimbursement for the service fee payment made to an Authorized
Firm at the time of sale. Service fee payments are made for personal services
and/or the maintenance of shareholder accounts. Service fees paid to EVD and
Authorized Firms are separate and distinct form the sales commissions and
distribution fees payable by the Fund to EVD, and as such are not subject to
automatic discontinuance when there are no outstanding Uncovered Distribution
Charges of EVD.
Certain officers and Trustees of the Fund are officers or directors of EVD.
- -----------------------------------------------------------------------------
(7) CONTINGENT DEFERRED SALES CHARGE
Shares purchased and redeemed within the first year of their purchase (except
shares acquired through the reinvestment of distributions) generally will be
subject to a contingent deferred sales charge at a rate of one percent of
redemption proceeds, exclusive of all reinvestments and capital appreciation in
the account. No contingent deferred sales charge is imposed on exchanges for
shares of other funds in the Eaton Vance Classic Group of Funds or Eaton Vance
Money Market Fund which are distributed with a contingent deferred sales charge.
EVD received $13 of CDSC for the period from the start of business, November 22,
1995 to February 29, 1996.
<PAGE>
EV CLASSIC
INFORMATION
AGE FUND
OFFICERS
- ----------------------
James B. Hawkes
President and Trustee
M. Dozier Gardner
Vice President
William D. Burt
Vice President
Barclay Tittmann
Vice President
James L. O'Connor
Treasurer
Thomas Otis
Secretary
INDEPENDENT TRUSTEES
- -----------------------
Donald R. Dwight
President, Dwight Partners, Inc.
Chairman, Newspapers of New England, Inc.
Samuel L. Hayes, III
Jacob H. Schiff Professor of Investment Banking,
Harvard University Graduate School of Business Administration
Norton H. Reamer
President and Director, United Asset
Management Corporation
John L. Thorndike
Director, Fiduciary Incorporated Company
Jack L. Treynor
Investment Adviser and Consultant
INFORMATION
AGE PORTFOLIO
OFFICERS
- -----------------------
James B. Hawkes
President and Trustee
William Chisholm
Vice President
Michel Normandeau
Vice President
Raymond O'Neil
Vice President
Duncan W. Richardson
Vice President
Hon. Robert Lloyd George
Vice President
James L. O'Connor
Treasurer
Thomas Otis
Secretary
INDEPENDENT TRUSTEES
- ------------------------
Donald R. Dwight
President, Dwight Partners, Inc.
Chairman, Newspapers of New England, Inc.
Samuel L. Hayes, III
Jacob H. Schiff Professor of Investment Banking,
Harvard University Graduate School of Business Administration
Norton H. Reamer
President and Director, United Asset Management Corporation
John L. Thorndike
Director, Fiduciary Incorporated Company
Jack L. Treynor
Investment Adviser and Consultant
<PAGE>
<TABLE>
<CAPTION>
INFORMATION AGE PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 29, 1996
(Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock -- 94.6%
- ------------------------------------------------------------------------------------------------------------------------------------
NAME OF COMPANY SHARES VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Broadcasting -- 10.7%
Benpress Holdings GDR+ 32,000 $ 232,000
Bimantra Citra+ 380,000 447,010
Comcast Corp. 22,000 431,750
Evergreen Media Corp. Class A 15,000 496,875
General Motors Corp. Class H 5,000 286,250
Media General, Inc. Class A 6,000 224,250
Sistem TV Malaysia+ 51,000 165,097
Telecommunications International Class A 5,000 107,500
Television Broadcasts Ltd.+ 110,000 418,321
Westinghouse Electric 22,000 407,000
------------
$ 3,216,053
------------
Business, Computer, & Financial Services -- 10.6%
Automatic Data Processing, Inc. 8,000 $ 310,000
Ceridian Corp. 10,500 451,500
Desktop Data 16,000 488,000
First Data Corp. 4,000 277,000
Hitachi Maxell Ltd. ADR+ 24,000 447,659
Intelcom Group, Inc. 10,000 161,250
INTUIT Inc. 6,000 400,500
Omnicom Group 15,000 613,125
------------
$ 3,912,034
------------
Computer Hardware & Software -- 8.3%
Inso Corp. 4,500 $ 221,625
International Business Machines Corp. 3,000 367,875
LSI Logic 8,000 221,000
Microchip Technology, Inc. 10,000 277,500
Microsoft Corp. 4,000 394,750
Misys PLC+ 23,000 250,134
NTT Data Communications Systems Corp.+ 90 265,511
Oracle Corp. 6,000 312,000
Secom Co. Ltd.+ 3,000 187,286
------------
$ 2,497,681
------------
Electronics -- 4.2%
KCE Electronics PLC+ 93,000 $ 505,395
Samsung Electronics GDR+ 4,000 368,000
Sharp Corp.+ 25,000 390,179
------------
$ 1,263,574
------------
Entertainment -- 24.6%
Cablevision Systems Corp. 5,000 $ 290,625
Carlton Communications+ 55,000 352,360
Gaylord Entertainment 12,000 321,000
Grammy Entertainment PLC+ 50,000 476,002
Havas SA+ 5,500 415,741
Media of Medias PLC+ 50,000 353,035
New World Communications Group 11,000 206,250
News Corporation Ltd.+ 60,000 341,295
News International PLC+ 100,000 464,886
Nintendo Corp. Ltd.+ 5,000 337,838
Pearson PLC+ 60,000 628,860
Polygram+ 8,000 466,954
Seagrams Co. Ltd. 12,000 412,500
Shaw Brothers Ltd.+ 300,000 349,248
Sony Corp.+ 10,000 586,223
Thomas Nelson Inc. 30,000 468,750
United States Satellite Broadcasting Co. 10,000 325,000
US West Media Group 8,000 167,000
Viacom Inc. Class B 12,000 471,000
------------
$ 7,434,567
------------
Miscellaneous -- 4.4%
Eastman Kodak Co. 8,000 $ 572,000
Fuji Photo Film ADR+ 13,000 368,671
Xerox Corp. 3,000 390,750
------------
$ 1,331,421
------------
Online Service -- 0.5%
H&R Block 4,500 $ 159,188
------------
Publishing -- 12.1%
Dorling Kindersley PLC+ 40,000 $ 317,685
Dow Jones & Co., Inc. 10,000 390,000
McGraw-Hill Companies, Inc. 5,500 480,563
United News & Media PLC+ 50,000 493,224
Reuters Holding PLC+ 73,000 785,846
Springer Axel Verlag AG+ 800 541,884
Wolters Kluwer NV+ 6,000 645,710
------------
$ 3,654,912
------------
Semiconductors & Semi Equipment- 4.1%
AMP Inc. 7,000 $ 298,375
Applied Materials, Inc. 8,000 286,000
Intel Corp. 7,000 411,687
Singapore Press Holdings Ltd.+ 12,000 242,184
------------
$ 1,238,246
------------
Telephone Services -- 14.8%
Ameritech Corp. 7,000 $ 403,375
AT&T Corp. 8,000 509,000
British Telecommunications PLC+ 70,000 399,181
Frontier Corp. 16,000 480,000
Nippon Telegraph & Telephone+ 20 152,265
NYNEX Corp. 6,500 334,750
SBC Communications 7,500 411,563
STET+ 180,000 550,363
Tele Denmark B+ 10,000 588,442
Telecom Italia Mobile SA+ 240,000 440,599
US West Inc. 6,000 196,500
------------
$ 4,466,038
------------
Telecommunications Equipment -- 0.3%
Nokia Corp.+ 3,000 $ 104,346
------------
Total Common Stocks (identified cost, $27,438,915) $28,558,060
------------
- ------------------------------------------------------------------------------------------------------------------------------------
Convertible Bond -- 0.1%
- ------------------------------------------------------------------------------------------------------------------------------------
PAR VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
Havas SA, 12.75, 1/1/03+ (identified cost, $44,743) 225,000 $ 44,424
------------
- ------------------------------------------------------------------------------------------------------------------------------------
Short-Term Obligation -- 8.5%
- ------------------------------------------------------------------------------------------------------------------------------------
FACE AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
FHLMC Discount Notes, 5.30s, 3/1/96, at amortized cost $ 2,565,000 $ 2,565,000
------------
- ------------------------------------------------------------------------------------------------------------------------------------
Put Options Purchased -- 0.3%
- ------------------------------------------------------------------------------------------------------------------------------------
NAME OF COMPANY PRINCIPAL
AMOUNT
OF CONTRACTS VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
Option to Deliver/Receive, Strike Price, Expiration Date:
JPY/USD, 100.5, April 1996 1,000 $ 11,439
JPY/USD, 101.85, December 1996 1,000 67,452
------------
TOTAL PUT OPTIONS PURCHASED (PREMIUMS PAID, $66,804) $ 78,891
------------
TOTAL INVESTMENTS (IDENTIFIED COST, $30,115,462) $31,246,375
OTHER ASSETS, LESS LIABILITIES -- (3.5%) (1,068,758)
------------
Net Assets -- 100% $30,177,617
============
+Foreign Security
ADR -- American Depositary Receipt
GDR -- Global Depositary Receipt
JPY -- Japanese Yen
USD -- United States Dollars
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Investments, at value (Note 1A) (identified cost, $30,115,462) $ 31,246,375
Cash 1,721
Cash denominated in foreign currencies (cost, $3,649) 3,652
Dividends receivable 24,993
Deferred organization expenses (Note 1C) 5,693
--------------
Total assets $ 31,282,434
LIABILITIES:
Payable for investments purchased $ 1,091,510
Payable to affiliate --
Trustees' fees 255
Accrued expenses 13,052
--------------
Total liabilities 1,104,817
--------------
NET ASSETS applicable to investors' interest in Portfolio $ 30,177,617
==============
SOURCES OF NET ASSETS:
Net proceeds from capital contributions and withdrawals $ 29,046,626
Net unrealized appreciation of investments
(computed on the basis of identified cost) 1,130,991
--------------
Total $ 30,177,617
==============
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the period from the start of business, September 18, 1995, to February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INVESTMENT INCOME:
Income --
Dividends (net of foreign taxes of $3,764) $ 55,448
Interest 98,054
--------------
Total income $ 153,502
Expenses --
Investment adviser fee (Note 2) $ 56,494
Administration fee (Note 2) 18,684
Compensation of Trustees not members of the
Investment Adviser's organization (Note 2) 255
Custodian fees (Note 2) 32,717
Legal and accounting services 2,421
Amortization of organization expenses (Note 1C) 557
Miscellaneous 91
--------------
Total expenses 111,219
--------------
Net investment income $ 42,283
--------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) (identified cost basis) --
Investment transactions $ 13,127
Foreign currency (22,612)
--------------
Net realized loss $ (9,485)
Unrealized appreciation --
Investments (identified cost basis) $ 1,130,913
Foreign currency 78
--------------
Net unrealized appreciation 1,130,991
--------------
Net realized and unrealized gain on investments $ 1,121,506
--------------
Net increase in net assets from operations $ 1,163,789
==============
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
For the period from the start of business, September 18, 1995, to February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
INCREASE (DECREASE) IN NET ASSETS:
From operations --
Net investment income $ 42,283
Net realized loss on investment transactions (9,485)
Change in unrealized appreciation of investments 1,130,991
------------
Increase in net assets from operations $ 1,163,789
------------
Capital transactions --
Contributions $30,122,764
Withdrawals (1,208,936)
------------
Increase in net assets resulting from capital transactions $28,913,828
------------
Total increase in net assets $30,077,617
NET ASSETS:
At beginning of period 100,000
------------
At end of period $30,177,617
============
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTARY DATA
For the period from the start of business, September 18, 1995, to February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
RATIOS (As a percentage of average daily net assets):
Expenses 1.48%+
Net investment income 0.56%+
PORTFOLIO TURNOVER 25%
AVERAGE COMMISION RATE PAID * 3.1970%
NET ASSETS, end of period (000 omitted) $ 30,178
+ Computed on an annualized basis.
* Average Commision rate paid is computed by dividing the total dollar amount of commissions paid by the total number of shares
purchased and sold during the fiscal year for which commissions were charged.
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
- ------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
Information Age Portfolio (the "Portfolio") is registered under the Investment
Company Act of 1940 as a diversified, open-end investment company. The Portfolio
which was organized as a trust under the laws of the State of New York on
September 1, 1992 seeks to provide long-term capital growth by investing in a
global and diversified portfolio of securities of information age companies. The
Declaration of Trust permits the Trustees to issue interests in the Portfolio.
The following is a summary of the significant accounting policies of the
Portfolio. The policies are in conformity with generally accepted accounting
principles.
A. INVESTMENT VALUATIONS - Marketable securities, including options, that are
listed on foreign or U.S. securities exchanges or in the NASDAQ National Market
System are valued at closing sale prices, on the exchange where such securities
are principally traded. Futures positions on securities or currencies are
generally valued at closing settlement prices. Unlisted or listed securities for
which closing sale prices are not available are valued at the mean between the
latest bid and asked prices. Short-term debt securities with a remaining
maturity of 60 days or less are valued at amortized cost. 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. Investments for which valuations or market
quotations are unavailable are valued at fair value using methods determined in
good faith by or at the direction of the Trustees.
B. FEDERAL TAXES - The Portfolio is treated as a partnership for Federal tax
purposes. No provision is made by the Portfolio for federal or state taxes on
any taxable income of the Portfolio because each investor in the Portfolio is
ultimately responsible for the payment of any taxes on its share of such income.
Since some of the Portfolio's investors are regulated investment companies that
invest all or substantially all of their assets in the Portfolio, the Portfolio
normally must satisfy the applicable source of income and diversification
requirements, (under the Internal Revenue Code), in order for its investors to
satisfy them. The Portfolio will allocate, at least annually among its
investors, 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. Withholding taxes on foreign dividends and capital gains
have been provided for in accordance with the Trust's understanding of the
applicable countries' tax rules and rates.
C. DEFERRED ORGANIZATION EXPENSES - Costs incurred by the Portfolio in
connection with its organization, including registration costs, are being
amortized on the straight-line basis over five years.
D. FUTURES CONTRACTS - Upon the entering of a financial futures contract, the
Portfolio is required to deposit ("initial margin") either in cash or securities
an amount equal to a certain percentage of the purchase price indicated in the
financial futures contract. Subsequent payments are made or received by the
Portfolio ("margin maintenance") each day, dependent on daily fluctuations in
the value of the underlying security, and are recorded for book purposes as
unrealized gains or losses by the Portfolio. The Portfolio's investment in
financial futures contracts is designed only to hedge against anticipated future
changes in interest or currency exchange rates. Should interest or currency
exchange rates move unexpectedly, the Portfolio may not achieve the anticipated
benefits of the financial futures contracts and may realize a loss.
E. FOREIGN CURRENCY TRANSLATION - Investment valuations, other assets, and
liabilities initially expressed in foreign currencies are converted each
business day into U.S. dollars based upon current exchange rates. Purchases and
sales of foreign investment securities and income and expenses are converted
into U.S. dollars based upon currency exchange rates prevailing on the
respective dates of such transactions. Recognized gains or losses on investment
transactions attributable to foreign currency rates are recorded for financial
statement purposes as net realized gains and losses on investments. That portion
of unrealized gains and losses on investments that result from fluctuations in
foreign currency exchange rates are not separately disclosed.
F. FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS - The Portfolio may enter into
forward foreign currency exchange contracts for the purchase or sale of a
specific foreign currency at a fixed price on a future date. Risks may arise
upon entering these contracts from the potential inability of counterparties to
meet the terms of their contracts and from movements in the value of a foreign
currency relative to the U.S. dollar. The Portfolio will enter into forward
contracts for hedging purposes as well as non-hedging purposes. The forward
foreign currency exchange contracts are adjusted by the daily exchange rate of
the underlying currency and any gains or losses are recorded for financial
statement purposes as unrealized until such time as the contracts have been
closed or offset.
G. OTHER - Investment transactions are accounted for on the date the investments
are purchased or sold. Dividend income is recorded on the ex-dividend date.
However, if the ex-dividend date has passed, certain dividends from foreign
securities are recorded as the Portfolio is informed of the ex-dividend date.
Interest income is recorded on the accrual basis.
H. INTERIM FINANCIAL INFORMATION - The interim financial statements relating to
February 29, 1996 and for the period then ended have not been audited by
independent certified public accountants, but in the opinion of the Portfolio's
management, reflect all adjustments, consisting only of normal recurring
adjustments, necessary for the fair presentation of the financial statements.
- ------------------------------------------------------------------------------
(2) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment adviser fee is earned by Boston Management and Research (BMR) a
wholly-owned subsidiary of Eaton Vance Management (EVM) and Lloyd George
Investment Management (Bermuda) Limited, an affiliate of EVM, (the Advisers) as
compensation for management and investment advisory services rendered to the
Portfolio. Under the advisory agreement, the Advisers receive a monthly fee,
divided equally between them, of 0.0625% (0.75% annually) of the average daily
net assets of the Portfolio up to $500,000,000, and at reduced rates as daily
net assets exceed that level. For the period from the start of business,
September 18, 1995 to February 29, 1996 the adviser fee was 0.75% of average net
assets. In addition, an administrative fee is earned by EVM for managing and
administering the business affairs of the Portfolio. Under the administration
agreement, EVM earns a monthly fee in the amount of 1/48th of 1% (equal to 0.25%
annually) of the average daily net assets of the Portfolio up to $500,000,000,
and at reduced rates as daily net assets exceed that level. For the period from
the start of business, September 18, 1995 to February 29, 1996, the
administration fee was 0.25% of average net assets. Except as to Trustees of the
Portfolio who are not members of the Advisers or EVM's organization, officers
and Trustees receive remuneration for their services to the Portfolio out of
such investment adviser and administrative fees. Investors Bank & Trust Company
(IBT) serves as custodian of the Portfolio. Prior to November 10, 1995, IBT was
an affiliate of EVM and BMR. Pursuant to the custodian agreement, IBT receives a
fee reduced by credits which are determined based on the average daily cash
balance the Portfolio maintains with IBT. No significant credit balances were
used to reduce the Porfolio's custody fees. Certain of the officers and Trustees
of the Portfolio are officers or directors/trustees of the above organizations.
- ------------------------------------------------------------------------------
(3) INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than short-term obligations,
aggregated $31,185,752 and $3,648,417, respectively.
- ------------------------------------------------------------------------------
(4) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation (depreciation) in value of the investments
owned at February 29, 1996, as computed on a federal income tax basis, are as
follows:
Aggregate cost $30,115,527
===========
Gross unrealized appreciation $ 1,790,271
Gross unrealized depreciation 659,358
-----------
Net unrealized appreciation $ 1,130,913
===========
- ------------------------------------------------------------------------------
(5) RISKS ASSOCIATED WITH 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. 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 general, there is less
overall governmental supervision and regulation of foreign securities markets,
broker-dealers, and issuers than in the United States.
- ------------------------------------------------------------------------------
(6) FINANCIAL INSTRUMENTS
The Portfolio regularly trades in financial instruments with off-balance sheet
risk in the normal course of its investing activities to assist in managing
exposure to various market risks. These financial instruments include written
options, forward foreign currency exchange contracts and financial futures
contracts and may involve, to a varying degree, elements of risk in excess of
the amounts recognized for financial statement purposes.
The notional or contractual amounts of these instruments represent the
investment the Portfolio has in particular classes of financial instruments and
does not necessarily represent the amounts potentially subject to risk. The
measurement of the risks associated with these instruments is meaningful only
when all related and offsetting transactions are considered.
The Portfolio did not have any open obligations under these financial
instruments at February 29, 1996.
- ------------------------------------------------------------------------------
(7) LINE OF CREDIT
The Portfolio participates with other portfolios and funds managed by BMR and
EVM and its affiliates in a $120 million unsecured line of credit agreement with
a bank. The line of credit consists of a $20 million committed facility and a
$100 million discretionary facility. Borrowings will be made by the Portfolio
solely to facilitate the handling of unusual and/or unanticipated short-term
cash requirements. Interest is charged to each portfolio based on its borrowings
at an amount above either the bank's adjusted certificate of deposit rate, a
variable adjusted certificate of deposit rate, or a federal funds effective
rate. In addition, a fee computed at an annual rate of 1/4 of 1% on the $20
million committed facility and on the daily unused portion of the $100 million
discretionary facility is allocated among the participating funds and portfolios
at the end of each quarter. The Portfolio did not have any significant
borrowings or allocated fees during the period.
<PAGE>
Graphic omitted
EV Door Logo
EV CLASSIC
INFORMATION AGE FUND
- -------------------------------------------------------
STATEMENT OF ADDITIONAL INFORMATION
APRIL 1, 1996
EV CLASSIC
INFORMATION AGE FUND
24 FEDERAL STREET
BOSTON, MA 02110
- -------------------------------------------------------
SPONSOR AND MANAGER OF EV CLASSIC INFORMATION AGE FUND
ADMINISTRATOR OF INFORMATION AGE PORTFOLIO
Eaton Vance Management and Research, 24 Federal Street, Boston, MA 02110
CO-ADVISERS OF INFORMATION AGE PORTFOLIO
Boston Management and Research, 24 Federal Street, Boston, MA 02110
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, 89 South Street, Boston, MA 02111
TRANSFER AGENT
First Data Investors Services Group, Inc., BOS725
P.O. Box 1559, Boston, MA 02104 (800) 262-1122
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand, L.L.P., One Post Office Square, Boston, MA 02109
C-IASAI
<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
MANAGER
As of February 29, 1996, the Fund had net assets of $15,747,684. For the
period from the start of business, September 18, 1995, to February 29, 1996,
Eaton Vance earned management fees of $9,968 (equivalent to 0.25% (annualized)
of the Fund's average daily net assets for such period).
DISTRIBUTION PLAN
For the period from the start of business, September 18, 1995, to February
29, 1996, the Principal Underwriter paid to Authorized Firms sales commissions
of $550,145 on sales of shares of the Fund. During the same period, the Fund
made sales commission payments under the Plan to the Principal Underwriter
aggregating $29,905 and the Principal Underwriter received $14,000 in
contingent deferred sales charges ("CDSCs") imposed on early redeeming
shareholders. These sales commissions and CDSC payments reduced Uncovered
Distribution Charges under the Plan. For the period from the start of
business, September 18, 1995, to February 29, 1996, the outstanding Uncovered
Distribution Charges of the Principal Underwriter calculated under the Plan
amounted to approximately $716,000 (which amount was equivalent to 4.5% of the
Fund's net assets on such day). The Fund expects to begin making service fee
payments during the quarter ending September 30, 1996.
PRINCIPAL UNDERWRITER
For the period from the start of business, September 18, 1995, to February
29, 1996, the Fund paid the Principal Underwriter $17.50 for repurchase
transactions handled by the Principal Underwriter (being $2.50 for each such
transaction).
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 August 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 year ended December 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):
<TABLE>
<CAPTION>
ESTIMATED ESTIMATED
AGGREGATE AGGREGATE TOTAL COMPENSATION
COMPENSATION COMPENSATION FROM TRUST AND
NAME FROM FUND FROM PORTFOLIO FUND COMPLEX
---- ------------ -------------- ------------------
<S> <C> <C> <C>
Donald R. Dwight .............................. $50 $2,500 $135,000(2)
Samuel L. Hayes, III .......................... 50 2,500 150,000(3)
Norton H. Reamer .............................. 50 2,500 135,000
John L. Thorndike ............................. 50 2,500 140,000
Jack L. Treynor ............................... 50 2,500 140,000
<FN>
(1) The Eaton Vance fund complex consists of 219 registered investment companies or series thereof.
(2) Includes $35,000 of deferred compensation.
(3) Includes $33,750 of deferred compensation.
</FN>
</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 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
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 such a liability under
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 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
administration 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 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.
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 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. 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. 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
determined that in their judgment there is a reasonable likelihood that the
Plan will benefit the Fund and its shareholders.
PERFORMANCE INFORMATION
The table below indicates the cumulative and average total return on a
hypothetical investment of $1,000 in the Fund covering the life of the Fund
from September 18, 1995 through February 29, 1996.
<TABLE>
<CAPTION>
VALUE OF VALUE OF
INVEST- INVEST-
MENT BEFORE MENT AFTER TOTAL RETURN BEFORE TOTAL RETURN AFTER
DEDUCTING THE DEDUCTING THE DEDUCTING THE CDSC DEDUCTING THE CDSC**
INVESTMENT INVESTMENT AMOUNT OF CDSC ON CDSC** ON -------------------------- --------------------------
PERIOD DATE INVESTMENT 2/29/96 2/29/96 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -------------- ------------ ----------- --------------- --------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Life of the
Fund 9/18/95* $1,000 $1,071.00 $1,021.00 7.10% -- 2.10% --
Past performance is not indicative of future results. Investment return
and principal value will fluctuate; shares, when redeemed, may be worth more
or less than their original cost.
- ----------
<FN>
*Investment operations began on September 18, 1995.
**No CDSC is imposed on certain redemptions. See the Fund's current
Prospectus.
</FN>
</TABLE>
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As at February 29, 1996, the Trustees and officers of the Trust, as a
group, owned in the aggregate less than 1% of the outstanding shares of the
Fund. As of February 29, 1996, Merrill Lynch, Pierce, Fenner & Smith, Inc.,
Jacksonville, FL 32246 was the record owner of approximately 32.6% of the
outstanding shares, which were held on behalf of its customers who are the
beneficial owners of such shares, and as to which it had voting power under
certain limited circumstances. To the knowledge of the Trust, no other person
owned of record or beneficially 5% or more of the Fund's outstanding shares as
of such date.
<PAGE>
<TABLE>
<CAPTION>
EV MARATHON INFORMATION AGE FUND
FINANCIAL STATEMENTS
- ----------------------------------------------------------------------------------------------------------------------------
Statement of Assets and Liabilities
February 29, 1996 (Unaudited)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Investment in Information Age Portfolio (Portfolio), at value (Note 1A)
(identified cost, $14,913,623) $ 15,479,823
Receivable for Fund shares sold 287,847
Deferred organization expenses (Note 1D) 45,539
Tax reclaim receivable 318
-------------
Total assets $ 15,813,527
LIABILITIES:
Payable for Fund shares redeemed $ 9,868
Payable to affiliate --
Trustees' fees 57
Accrued organization expense 50,000
Accrued expenses 5,918
-------------
Total liabilities 65,843
-------------
NET ASSETS for 1,469,869 shares of beneficial interest outstanding $ 15,747,684
=============
SOURCES OF NET ASSETS:
Paid-in Capital $ 15,215,028
Accumulated net realized gain on investment transactions from Portfolio 122
Accumulated net investment loss (33,666)
Unrealized appreciation of investments from Portfolio
(computed on the basis of identified cost) 566,200
-------------
Total $ 15,747,684
=============
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE (NOTE 6) PER SHARE
($15,747,684 (divided by) 1,469,869 shares of beneficial interest $10.71
======
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the period from the start of business, September 18, 1995 to February 29, 1996 (Unaudited)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INVESTMENT INCOME (NOTE 1B):
Dividend income allocated from Portfolio (net of foreign taxes, $1,912) $ 28,690
Interest income allocated from Portfolio 53,596
Expenses allocated from Portfolio (58,050)
-------------
Total investment income $ 24,236
Expenses --
Management fee (Note 3) $ 9,968
Compensation of Trustees not members of the Manager's organization (Note 3) 57
Custodian fee (Note 3) 416
Distribution fees (Note 5) 29,905
Transfer and dividend disbursing agent fees 4,117
Printing and postage 3,192
Legal and accounting services 215
Registration fees 2,700
Amortization of organization expenses (Note 1D) 4,461
Miscellaneous 2,871
-------------
Total expenses 57,902
-------------
Net investment loss $ (33,666)
-------------
REALIZED AND UNREALIZED GAIN (LOSS) FROM PORTFOLIO:
Net realized gain from Portfolio (identified cost basis) --
Investment transactions $12,448
Foreign currency (12,326)
-------------
Net realized gain $ 122
Unrealized appreciation of investments 566,200
-------------
Net realized and unrealized gain $ 566,322
-------------
Net increase in net assets from operations $ 532,656
=============
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
For the period from the start of business, September 18, 1995, to February 29, 1996 (Unaudited)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
INCREASE (DECREASE) IN NET ASSETS:
From operations --
Net investment loss $ (33,666)
Net realized gain from Portfolio 122
Unrealized appreciation from Portfolio 566,200
-----------
Net increase in net assets from operations $ 532,656
-----------
Transactions in shares of beneficial interest (Note 4) --
Proceeds from sale of shares $15,935,778
Cost of shares redeemed (720,750)
Increase in net assets from Fund share transactions $15,215,028
-----------
Net increase in net assets $15,747,684
NET ASSETS:
At beginning of period --
-----------
At end of period (including accumulated net investment loss of $33,666) $15,747,684
===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
For the period from the start of business, September 18, 1995, to February 29, 1996 (Unaudited)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
NET ASSET VALUE - Beginning of period $ 10.000
--------
INCOME FROM OPERATIONS:
Net investment loss $ (0.023)
Net realized and unrealized gain on investments 0.733
--------
Total income from operations $ 0.710
--------
NET ASSET VALUE - End of period $ 10.710
========
TOTAL RETURN (1) 7.10%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $ 15,748
Ratio of net expenses to average net assets * 2.90%+
Ratio of net investment loss to average net assets (0.84%)+
<FN>
* Includes the Fund's share of Information Age Portfolio's allocated expenses
+ Annualized.
(1) Total investment return is calculated assuming a purchase at the net asset value on the first day and a sale at the net asset
value on the last day of each period reported. Dividends and distributions, if any, are assumed to be reinvested at the net
asset value on the payable date.
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
- ---------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
- ---------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
EV Marathon Information Age Fund (the Fund) is a diversified series of Eaton
Vance Growth Trust (the Trust). The Trust is an entity of the type commonly
known as a Massachusetts business trust and is registered under the Investment
Company Act of 1940, as amended, as an open-end, management investment company.
The Fund invests all of its investable assets in interests in Information Age
Portfolio (the Portfolio), a New York Trust, having the same investment
objective as the Fund. The value of the Fund's investment in the Portfolio
reflects the Fund's proportionate interest in the net assets of the Portfolio
(51.3% at February 29,1996). The performance of the Fund is directly affected by
the performance of the Portfolio. The financial statements of the Portfolio,
including the portfolio of investments, are included elsewhere in this report
and should be read in conjunction with the Fund's financial statements. The
following is a summary of significant accounting policies consistently followed
by the Fund in the preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles.
A. INVESTMENT VALUATION - Valuation of securities by the Portfolio is discussed
in Note 1 of the Portfolio's Notes to Financial Statements which are included
elsewhere in this report.
B. INCOME - The Fund's net investment income consists of the Fund's pro rata
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.
C. FEDERAL TAXES - The Fund's policy is to comply with the provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute to shareholders each year all of its net investment income, and any
net realized capital gains. Accordingly, no provision for federal income or
excise tax is necessary.
D. DEFERRED ORGANIZATION EXPENSES - Costs incurred by the Fund in connection
with its organization are being amortized on the straight- line basis over five
years.
E. INTERIM FINANCIAL INFORMATION - The interim financial statements relating to
February 29, 1996 and for the period then ended have not been audited by
independent certified public accountants, but in the opinion of the Fund's
management, reflect all adjustments, consisting only of normal recurring
adjustments, necessary for the fair presentation of the financial statements.
- ---------------------------------------------------------------------------
(2) DISTRIBUTIONS TO SHAREHOLDERS
It is the present policy of the Fund to make 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 at least one distribution annually of all or substantially all of
the net realized capital gains (reduced by any available capital loss
carryforwards from prior years) allocated by the Portfolio to the Fund, if any.
Shareholders may reinvest all distributions in shares of the Fund at the per
share net asset value as of the close of business on the record date. The Fund
distinguishes between distributions on a tax basis and a financial reporting
basis. Generally accepted accounting principles require that only distributions
in excess of tax basis earnings and profits be reported in the financial
statements as a return of capital. Differences in the recognition or
classification of income between the financial statements and tax earnings and
profits which result in temporary over distributions for financial statement
purposes are classified as distributions in excess of net investment income or
accumulated net realized gains. Permanent differences between book and tax
accounting relating to distributions are reclassified to paid-in capital.
- ---------------------------------------------------------------------------
(3) MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The management fee is earned by Eaton Vance Management (EVM) as compensation for
management and administration of the business affairs of the Fund. The fee is
based on a percentage of average daily net assets. For the period ended February
29, 1996 the fee was equivalent to 0.25% of the Fund's average net assets for
such period and amounted to $9,968. Except as to Trustees of the Fund who are
not members of EVM's organization, officers and Trustees receive remuneration
for their services to the Fund out of such management fee. Investors Bank &
Trust Company (IBT), serves as custodian of the Fund and the Portfolio. Prior to
November 10, 1995, IBT was an affiliate of EVM. Pursuant to the respective
custodian agreements, IBT receives a fee reduced by credits which are determined
based on the average cash balances the Fund or Portfolio maintains with IBT. No
significant credit balances were used to reduce the Funds custody fees. Certain
officers and Trustees of the Fund and the Portfolio are officers and
directors/trustees of the above organizations. In addition, investment adviser,
administrative fees, and custodian fees are paid by the Portfolio to EVM and its
affiliates. See Note 2 of the Portfolio's Notes to Financial Statements which
are included elsewhere in this report.
- ---------------------------------------------------------------------------
(4) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares for the period from the start of business September
18, 1995 to February 29, 1996 were as follows:
FOR THE PERIOD ENDED
----------------------
FEBRUARY 29, 1996
-----------------
Sales 1,539,542
Issued to shareholders electing to
receive payments of distributions
in Fund shares --
Redemptions (69,673)
---------
Net increase 1,469,869
=========
- ---------------------------------------------------------------------------
(5) DISTRIBUTION PLAN
The Fund has adopted a distribution plan (the "Plan") pursuant to Rule 12b-1
under the Investment Company Act of 1940. The Plan requires the Fund to pay the
Principal Underwriter, Eaton Vance Distributors, Inc. (EVD) amounts equal to
1/365 of 0.75% of the Fund's daily net assets, for providing ongoing
distribution services and facilities to the Fund. The Fund will automatically
discontinue payments to EVD during any period in which there are no outstanding
Uncovered Distribution Charges, which are equivalent to the sum of (i) 5% of the
aggregate amount received by the Fund for the shares sold plus, (ii)
distribution fees calculated by applying the rate of 1% over the prevailing
prime rate to the outstanding balance of Uncovered Distribution Charges of EVD
reduced by the aggregate amount of contingent deferred sales charges (see Note
6) and daily amounts theretofore paid to EVD. The amount payable to EVD with
respect to each day is accrued on such day as a liability of the Fund and,
accordingly, reduces the Fund's net assets. The Fund paid $29,905 to EVD for the
period from the start of business September 18, 1995 to February 29, 1996,
representing 0.75% of average daily net assets. At February 29, 1996, the amount
of Uncovered Distribution Charges of EVD calculated under the Plan was
approximately $716,000.
In addition, the Plan authorizes the Fund to make payments of service fees to
the Principal Underwriter, Authorized Firms and other persons in amounts not
exceeding 0.25% of the Fund's average daily net assets for each fiscal year. The
Trustees have initially implemented the Plan by authorizing the Fund to make
quarterly payments of service fees to the Principal Underwriter and Authorized
Firms in amounts not expected to exceed 0.25% per annum of the 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. Service fee payments will be made
for personal services and/or the maintenance of shareholder accounts. Service
fees are separate and distinct from the sales commissions and distribution fees
payable by the Fund to EVD, and, as such, are not subject to automatic
discontinuance where there are no outstanding Uncovered Distribution Charges of
EVD. The fund expects to begin accruing for its service fee payments during the
quarter ending September 30, 1996.
Certain officers and Trustees of the Fund are officers or directors of EVD.
- ---------------------------------------------------------------------------
(6) CONTINGENT DEFERRED SALES CHARGE
A contingent deferred sales charge (CDSC) is imposed on any redemption of Fund
shares made within six years of purchase. Generally, the CDSC is based upon the
lower of the net asset value at date of redemption or date of purchase. No
charge is levied on shares acquired by reinvestment of dividends or capital gain
distributions. The CDSC is imposed at declining rates that begin at 5% in the
first and second year of redemption after purchase, declining one percentage
point each year thereafter. No CDSC is levied on shares which have been sold to
EVM or its affiliates or to their respective employees or clients. CDSC charges
are paid to EVD to reduce the amount of Uncovered Distribution Charges
calculated under the Fund's Distribution Plan. CDSC charges received when no
Uncovered Distribution Charges exist will be retained by the Fund. EVD received
approximately $14,000 of CDSC paid by shareholders for the period ended February
29, 1996.
- ---------------------------------------------------------------------------
(7) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio aggregated
$15,647,930 and $758,349, respectively.
<PAGE>
EV MARATHON INFORMATION
INFORMATION AGE PORTFOLIO
AGE FUND
OFFICERS OFFICERS
- -------------------- ------------------------
James B. Hawkes James B. Hawkes
President and Trustee President and Trustee
M. Dozier Gardner William Chisholm
Vice President Vice President
William D. Burt Michel Normandeau
Vice President Vice President
Barclay Tittmann Raymond O'Neil
Vice President Vice President
James L. O'Connor Duncan W. Richardson
Treasurer Vice President
Thomas Otis Hon. Robert Lloyd George
Secretary Vice President
James L. O'Connor
Treasurer
Thomas Otis
Secretary
INDEPENDENT TRUSTEES INDEPENDENT TRUSTEES
- -------------------- --------------------
Donald R. Dwight Donald R. Dwight
President, Dwight Partners, Inc. President, Dwight Partners, Inc.
Chairman, Newspapers of Chairman, Newspapers of
New England, Inc. New England, Inc.
Samuel L. Hayes, III Samuel L. Hayes, III
Jacob H. Schiff Professor of Jacob H. Schiff Professor of Investment
Investment Banking, Harvard Banking, Harvard University Graduate
University Graduate School School of Business Administration
of Business Administration
Norton H. Reamer
Norton H. Reamer President and Director, United Asset
President and Director, United Management Corporation
Asset Management Corporation
John L. Thorndike
John L. Thorndike Director, Fiduciary Incorporated
Director, Fiduciary Incorporated Company
Company
Jack L. Treynor
Jack L. Treynor Investment Adviser and Consultant
Investment Adviser and Consultant
<PAGE>
<TABLE>
<CAPTION>
INFORMATION AGE PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 29, 1996
(Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock -- 94.6%
- ------------------------------------------------------------------------------------------------------------------------------------
NAME OF COMPANY SHARES VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Broadcasting -- 10.7%
Benpress Holdings GDR+ 32,000 $ 232,000
Bimantra Citra+ 380,000 447,010
Comcast Corp. 22,000 431,750
Evergreen Media Corp. Class A 15,000 496,875
General Motors Corp. Class H 5,000 286,250
Media General, Inc. Class A 6,000 224,250
Sistem TV Malaysia+ 51,000 165,097
Telecommunications International Class A 5,000 107,500
Television Broadcasts Ltd.+ 110,000 418,321
Westinghouse Electric 22,000 407,000
------------
$ 3,216,053
------------
Business, Computer, & Financial Services -- 10.6%
Automatic Data Processing, Inc. 8,000 $ 310,000
Ceridian Corp. 10,500 451,500
Desktop Data 16,000 488,000
First Data Corp. 4,000 277,000
Hitachi Maxell Ltd. ADR+ 24,000 447,659
Intelcom Group, Inc. 10,000 161,250
INTUIT Inc. 6,000 400,500
Omnicom Group 15,000 613,125
------------
$ 3,912,034
------------
Computer Hardware & Software -- 8.3%
Inso Corp. 4,500 $ 221,625
International Business Machines Corp. 3,000 367,875
LSI Logic 8,000 221,000
Microchip Technology, Inc. 10,000 277,500
Microsoft Corp. 4,000 394,750
Misys PLC+ 23,000 250,134
NTT Data Communications Systems Corp.+ 90 265,511
Oracle Corp. 6,000 312,000
Secom Co. Ltd.+ 3,000 187,286
------------
$ 2,497,681
------------
Electronics -- 4.2%
KCE Electronics PLC+ 93,000 $ 505,395
Samsung Electronics GDR+ 4,000 368,000
Sharp Corp.+ 25,000 390,179
------------
$ 1,263,574
------------
Entertainment -- 24.6%
Cablevision Systems Corp. 5,000 $ 290,625
Carlton Communications+ 55,000 352,360
Gaylord Entertainment 12,000 321,000
Grammy Entertainment PLC+ 50,000 476,002
Havas SA+ 5,500 415,741
Media of Medias PLC+ 50,000 353,035
New World Communications Group 11,000 206,250
News Corporation Ltd.+ 60,000 341,295
News International PLC+ 100,000 464,886
Nintendo Corp. Ltd.+ 5,000 337,838
Pearson PLC+ 60,000 628,860
Polygram+ 8,000 466,954
Seagrams Co. Ltd. 12,000 412,500
Shaw Brothers Ltd.+ 300,000 349,248
Sony Corp.+ 10,000 586,223
Thomas Nelson Inc. 30,000 468,750
United States Satellite Broadcasting Co. 10,000 325,000
US West Media Group 8,000 167,000
Viacom Inc. Class B 12,000 471,000
------------
$ 7,434,567
------------
Miscellaneous -- 4.4%
Eastman Kodak Co. 8,000 $ 572,000
Fuji Photo Film ADR+ 13,000 368,671
Xerox Corp. 3,000 390,750
------------
$ 1,331,421
------------
Online Service -- 0.5%
H&R Block 4,500 $ 159,188
------------
Publishing -- 12.1%
Dorling Kindersley PLC+ 40,000 $ 317,685
Dow Jones & Co., Inc. 10,000 390,000
McGraw-Hill Companies, Inc. 5,500 480,563
United News & Media PLC+ 50,000 493,224
Reuters Holding PLC+ 73,000 785,846
Springer Axel Verlag AG+ 800 541,884
Wolters Kluwer NV+ 6,000 645,710
------------
$ 3,654,912
------------
Semiconductors & Semi Equipment- 4.1%
AMP Inc. 7,000 $ 298,375
Applied Materials, Inc. 8,000 286,000
Intel Corp. 7,000 411,687
Singapore Press Holdings Ltd.+ 12,000 242,184
------------
$ 1,238,246
------------
Telephone Services -- 14.8%
Ameritech Corp. 7,000 $ 403,375
AT&T Corp. 8,000 509,000
British Telecommunications PLC+ 70,000 399,181
Frontier Corp. 16,000 480,000
Nippon Telegraph & Telephone+ 20 152,265
NYNEX Corp. 6,500 334,750
SBC Communications 7,500 411,563
STET+ 180,000 550,363
Tele Denmark B+ 10,000 588,442
Telecom Italia Mobile SA+ 240,000 440,599
US West Inc. 6,000 196,500
------------
$ 4,466,038
------------
Telecommunications Equipment -- 0.3%
Nokia Corp.+ 3,000 $ 104,346
------------
Total Common Stocks (identified cost, $27,438,915) $28,558,060
------------
- ------------------------------------------------------------------------------------------------------------------------------------
Convertible Bond -- 0.1%
- ------------------------------------------------------------------------------------------------------------------------------------
PAR VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
Havas SA, 12.75, 1/1/03+ (identified cost, $44,743) 225,000 $ 44,424
------------
- ------------------------------------------------------------------------------------------------------------------------------------
Short-Term Obligation -- 8.5%
- ------------------------------------------------------------------------------------------------------------------------------------
FACE AMOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
FHLMC Discount Notes, 5.30s, 3/1/96, at amortized cost $ 2,565,000 $ 2,565,000
------------
- ------------------------------------------------------------------------------------------------------------------------------------
Put Options Purchased -- 0.3%
- ------------------------------------------------------------------------------------------------------------------------------------
NAME OF COMPANY PRINCIPAL
AMOUNT
OF CONTRACTS VALUE
- ------------------------------------------------------------------------------------------------------------------------------------
Option to Deliver/Receive, Strike Price, Expiration Date:
JPY/USD, 100.5, April 1996 1,000 $ 11,439
JPY/USD, 101.85, December 1996 1,000 67,452
------------
TOTAL PUT OPTIONS PURCHASED (PREMIUMS PAID, $66,804) $ 78,891
------------
TOTAL INVESTMENTS (IDENTIFIED COST, $30,115,462) $31,246,375
OTHER ASSETS, LESS LIABILITIES -- (3.5%) (1,068,758)
------------
NET ASSETS -- 100% $30,177,617
============
+Foreign Security
ADR -- American Depositary Receipt
GDR -- Global Depositary Receipt
JPY -- Japanese Yen
USD -- United States Dollars
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS:
Investments, at value (Note 1A) (identified cost, $30,115,462) $ 31,246,375
Cash 1,721
Cash denominated in foreign currencies (cost, $3,649) 3,652
Dividends receivable 24,993
Deferred organization expenses (Note 1C) 5,693
--------------
Total assets $ 31,282,434
LIABILITIES:
Payable for investments purchased $ 1,091,510
Payable to affiliate --
Trustees' fees 255
Accrued expenses 13,052
--------------
Total liabilities 1,104,817
--------------
NET ASSETS applicable to investors' interest in Portfolio $ 30,177,617
==============
SOURCES OF NET ASSETS:
Net proceeds from capital contributions and withdrawals $ 29,046,626
Net unrealized appreciation of investments
(computed on the basis of identified cost) 1,130,991
--------------
Total $ 30,177,617
==============
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the period from the start of business, September 18, 1995, to February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INVESTMENT INCOME:
Income --
Dividends (net of foreign taxes of $3,764) $ 55,448
Interest 98,054
--------------
Total income $ 153,502
Expenses --
Investment adviser fee (Note 2) $ 56,494
Administration fee (Note 2) 18,684
Compensation of Trustees not members of the
Investment Adviser's organization (Note 2) 255
Custodian fees (Note 2) 32,717
Legal and accounting services 2,421
Amortization of organization expenses (Note 1C) 557
Miscellaneous 91
--------------
Total expenses 111,219
--------------
Net investment income $ 42,283
--------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) (identified cost basis) --
Investment transactions $ 13,127
Foreign currency (22,612)
--------------
Net realized loss $ (9,485)
Unrealized appreciation --
Investments (identified cost basis) $ 1,130,913
Foreign currency 78
--------------
Net unrealized appreciation 1,130,991
--------------
Net realized and unrealized gain on investments $ 1,121,506
--------------
Net increase in net assets from operations $ 1,163,789
==============
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
For the period from the start of business, September 18, 1995, to February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
INCREASE (DECREASE) IN NET ASSETS:
From operations --
Net investment income $ 42,283
Net realized loss on investment transactions (9,485)
Change in unrealized appreciation of investments 1,130,991
------------
Increase in net assets from operations $ 1,163,789
------------
Capital transactions --
Contributions $30,122,764
Withdrawals (1,208,936)
------------
Increase in net assets resulting from capital transactions $28,913,828
------------
Total increase in net assets $30,077,617
NET ASSETS:
At beginning of period 100,000
------------
At end of period $30,177,617
============
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTARY DATA
For the period from the start of business, September 18, 1995, to February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C>
RATIOS (As a percentage of average daily net assets):
Expenses 1.48%+
Net investment income 0.56%+
Portfolio Turnover 25%
AVERAGE COMMISION RATE PAID * 3.1970%
NET ASSETS, end of period (000 omitted) $ 30,178
<FN>
+ Computed on an annualized basis.
* Average Commision rate paid is computed by dividing the total dollar amount of commissions paid by the total number of
shares purchased and sold during the fiscal year for which commissions were charged.
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
- -----------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
Information Age Portfolio (the "Portfolio") is registered under the Investment
Company Act of 1940 as a diversified, open-end investment company. The Portfolio
which was organized as a trust under the laws of the State of New York on
September 1, 1992 seeks to provide long-term capital growth by investing in a
global and diversified portfolio of securities of information age companies. The
Declaration of Trust permits the Trustees to issue interests in the Portfolio.
The following is a summary of the significant accounting policies of the
Portfolio. The policies are in conformity with generally accepted accounting
principles.
A. INVESTMENT VALUATIONS - Marketable securities, including options, that are
listed on foreign or U.S. securities exchanges or in the NASDAQ National Market
System are valued at closing sale prices, on the exchange where such securities
are principally traded. Futures positions on securities or currencies are
generally valued at closing settlement prices. Unlisted or listed securities for
which closing sale prices are not available are valued at the mean between the
latest bid and asked prices. Short-term debt securities with a remaining
maturity of 60 days or less are valued at amortized cost. 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. Investments for which valuations or market
quotations are unavailable are valued at fair value using methods determined in
good faith by or at the direction of the Trustees.
B. FEDERAL TAXES - The Portfolio is treated as a partnership for Federal tax
purposes. No provision is made by the Portfolio for federal or state taxes on
any taxable income of the Portfolio because each investor in the Portfolio is
ultimately responsible for the payment of any taxes on its share of such income.
Since some of the Portfolio's investors are regulated investment companies that
invest all or substantially all of their assets in the Portfolio, the Portfolio
normally must satisfy the applicable source of income and diversification
requirements, (under the Internal Revenue Code), in order for its investors to
satisfy them. The Portfolio will allocate, at least annually among its
investors, 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. Withholding taxes on foreign dividends and capital gains
have been provided for in accordance with the Trust's understanding of the
applicable countries' tax rules and rates.
C. DEFERRED ORGANIZATION EXPENSES - Costs incurred by the Portfolio in
connection with its organization, including registration costs, are being
amortized on the straight-line basis over five years.
D. FUTURES CONTRACTS - Upon the entering of a financial futures contract, the
Portfolio is required to deposit ("initial margin") either in cash or securities
an amount equal to a certain percentage of the purchase price indicated in the
financial futures contract. Subsequent payments are made or received by the
Portfolio ("margin maintenance") each day, dependent on daily fluctuations in
the value of the underlying security, and are recorded for book purposes as
unrealized gains or losses by the Portfolio. The Portfolio's investment in
financial futures contracts is designed only to hedge against anticipated future
changes in interest or currency exchange rates. Should interest or currency
exchange rates move unexpectedly, the Portfolio may not achieve the anticipated
benefits of the financial futures contracts and may realize a loss.
E. FOREIGN CURRENCY TRANSLATION - Investment valuations, other assets, and
liabilities initially expressed in foreign currencies are converted each
business day into U.S. dollars based upon current exchange rates. Purchases and
sales of foreign investment securities and income and expenses are converted
into U.S. dollars based upon currency exchange rates prevailing on the
respective dates of such transactions. Recognized gains or losses on investment
transactions attributable to foreign currency rates are recorded for financial
statement purposes as net realized gains and losses on investments. That portion
of unrealized gains and losses on investments that result from fluctuations in
foreign currency exchange rates are not separately disclosed.
F. FORWARD FOREIGN CURRENCY EXCHANGE
Contracts - The Portfolio may enter into forward foreign currency exchange
contracts for the purchase or sale of a specific foreign currency at a fixed
price on a future date. Risks may arise upon entering these contracts from the
potential inability of counterparties to meet the terms of their contracts and
from movements in the value of a foreign currency relative to the U.S. dollar.
The Portfolio will enter into forward contracts for hedging purposes as well as
non-hedging purposes. The forward foreign currency exchange contracts are
adjusted by the daily exchange rate of the underlying currency and any gains or
losses are recorded for financial statement purposes as unrealized until such
time as the contracts have been closed or offset.
G. OTHER - Investment transactions are accounted for on the date the investments
are purchased or sold. Dividend income is recorded on the ex-dividend date.
However, if the ex-dividend date has passed, certain dividends from foreign
securities are recorded as the Portfolio is informed of the ex-dividend date.
Interest income is recorded on the accrual basis.
H. INTERIM FINANCIAL INFORMATION - The interim financial statements relating to
February 29, 1996 and for the period then ended have not been audited by
independent certified public accountants, but in the opinion of the Portfolio's
management, reflect all adjustments, consisting only of normal recurring
adjustments, necessary for the fair presentation of the financial statements.
- -----------------------------------------------------------------------------
(2) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment adviser fee is earned by Boston Management and Research (BMR) a
wholly-owned subsidiary of Eaton Vance Management (EVM) and Lloyd George
Investment Management (Bermuda) Limited, an affiliate of EVM, (the Advisers) as
compensation for management and investment advisory services rendered to the
Portfolio. Under the advisory agreement, the Advisers receive a monthly fee,
divided equally between them, of 0.0625% (0.75% annually) of the average daily
net assets of the Portfolio up to $500,000,000, and at reduced rates as daily
net assets exceed that level. For the period from the start of business,
September 18, 1995 to February 29, 1996 the adviser fee was 0.75% of average net
assets. In addition, an administrative fee is earned by EVM for managing and
administering the business affairs of the Portfolio. Under the administration
agreement, EVM earns a monthly fee in the amount of 1/48th of 1% (equal to 0.25%
annually) of the average daily net assets of the Portfolio up to $500,000,000,
and at reduced rates as daily net assets exceed that level. For the period from
the start of business, September 18, 1995 to February 29, 1996, the
administration fee was 0.25% of average net assets. Except as to Trustees of the
Portfolio who are not members of the Advisers or EVM's organization, officers
and Trustees receive remuneration for their services to the Portfolio out of
such investment adviser and administrative fees. Investors Bank & Trust Company
(IBT) serves as custodian of the Portfolio. Prior to November 10, 1995, IBT was
an affiliate of EVM and BMR. Pursuant to the custodian agreement, IBT receives a
fee reduced by credits which are determined based on the average daily cash
balance the Portfolio maintains with IBT. No significant credit balances were
used to reduce the Porfolio's custody fees. Certain of the officers and Trustees
of the Portfolio are officers or directors/trustees of the above organizations.
- -----------------------------------------------------------------------------
(3) INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than short-term obligations,
aggregated $31,185,752 and $3,648,417, respectively.
- -----------------------------------------------------------------------------
(4) FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation (depreciation) in value of the investments
owned at February 29, 1996, as computed on a federal income tax basis, are as
follows:
Aggregate cost $30,115,527
===========
Gross unrealized appreciation $ 1,790,271
Gross unrealized depreciation 659,358
-----------
Net unrealized appreciation $ 1,130,913
===========
- -----------------------------------------------------------------------------
(5) RISKS ASSOCIATED WITH 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. 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 general, there is less
overall governmental supervision and regulation of foreign securities markets,
broker-dealers, and issuers than in the United States.
- -----------------------------------------------------------------------------
(6) FINANCIAL INSTRUMENTS
The Portfolio regularly trades in financial instruments with off-balance sheet
risk in the normal course of its investing activities to assist in managing
exposure to various market risks. These financial instruments include written
options, forward foreign currency exchange contracts and financial futures
contracts and may involve, to a varying degree, elements of risk in excess of
the amounts recognized for financial statement purposes.
The notional or contractual amounts of these instruments represent the
investment the Portfolio has in particular classes of financial instruments and
does not necessarily represent the amounts potentially subject to risk. The
measurement of the risks associated with these instruments is meaningful only
when all related and offsetting transactions are considered.
The Portfolio did not have any open obligations under these financial
instruments at February 29, 1996.
- -----------------------------------------------------------------------------
(7) LINE OF CREDIT
The Portfolio participates with other portfolios and funds managed by BMR and
EVM and its affiliates in a $120 million unsecured line of credit agreement with
a bank. The line of credit consists of a $20 million committed facility and a
$100 million discretionary facility. Borrowings will be made by the Portfolio
solely to facilitate the handling of unusual and/or unanticipated short-term
cash requirements. Interest is charged to each portfolio based on its borrowings
at an amount above either the bank's adjusted certificate of deposit rate, a
variable adjusted certificate of deposit rate, or a federal funds effective
rate. In addition, a fee computed at an annual rate of 1/4 of 1% on the $20
million committed facility and on the daily unused portion of the $100 million
discretionary facility is allocated among the participating funds and portfolios
at the end of each quarter. The Portfolio did not have any significant
borrowings or allocated fees during the period.
<PAGE>
[logo]
EV MARATHON
INFORMATION
AGE FUND
STATEMENT OF
ADDITIONAL INFORMATION
APRIL 1, 1996
EV MARATHON INFORMATION
AGE FUND
24 FEDERAL STREET
BOSTON, MA 02110
SPONSOR AND MANAGER OF EV MARATHON INFORMATION AGE FUND
ADMINISTRATOR OF INFORMATION AGE PORTFOLIO
Eaton Vance Management, 24 Federal Street, Boston, MA 02110
CO-ADVISERS OF INFORMATION AGE PORTFOLIO
Boston Management and Research, 24 Federal Street, Boston, MA 02110
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, 89 South Street, Boston, MA 02111
TRANSFER AGENT
First Data Investor Services Group, BOS725, P.O. Box 1559, Boston, MA 02104
(800) 262-1122
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P., One Post Office Square, Boston, MA 02109
M-IASAI
<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
MANAGER
As of February 29, 1996, the Fund had net assets of $9,856,649. For the
period from the start of business, September 18, 1995, to February 29, 1996,
Eaton Vance earned management fees of $6,540 (equivalent to 0.25% (annualized)
of the Fund's average daily net assets for such period).
DISTRIBUTION PLAN
For the period from the start of business, September 18, 1995, to February
29, 1996, the Fund paid distribution fees under the Plan to the Principal
Underwriter aggregating $13,080. The Fund expects to begin making service fee
payments during the quarter ending September 30, 1996.
PRINCIPAL UNDERWRITER
For the period from the start of business, September 18, 1995, to February
29, 1996, the Fund paid the Principal Underwriter $30.00 for repurchase
transactions handled by the Principal Underwriter (being $2.50 for each such
transaction).
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 August 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 year ended December 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):
<TABLE>
<CAPTION>
ESTIMATED ESTIMATED
AGGREGATE AGGREGATE TOTAL COMPENSATION
COMPENSATION COMPENSATION FROM TRUST AND
NAME FROM FUND FROM PORTFOLIO FUND COMPLEX
---- ------------ -------------- ------------------
<S> <C> <C> <C>
Donald R. Dwight .............................. $50 $2,500 $135,000(2)
Samuel L. Hayes, III .......................... 50 2,500 150,000(3)
Norton H. Reamer .............................. 50 2,500 135,000
John L. Thorndike ............................. 50 2,500 140,000
Jack L. Treynor ............................... 50 2,500 140,000
- ----------
<FN>
(1) The Eaton Vance fund complex consists of 219 registered investment
companies or series thereof.
(2) Includes $35,000 of deferred compensation.
(3) Includes $33,750 of deferred compensation.
</FN>
</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.
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 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 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 amount. 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 Authorized Firm which has an agreement with the Principal
Underwriter must provide the Principal Underwriter (in the case of a purchase
made through an Authorized Firm) or the 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 which have agreements with the Principal
Underwriter. 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) 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 deemed to be underwriters as that term is defined in the
Securities Act of 1933.
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 as repurchase
agent for the Fund will exceed the amounts paid therefor by the Fund.
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 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.
PERFORMANCE INFORMATION
The table below indicates the cumulative and average annual total return
on a hypothetical investment of $1,000 in the Fund covering the life of the
Fund from September 18, 1995 through February 29, 1996.
<TABLE>
VALUE OF A $1,000 INVESTMENT
<CAPTION>
TOTAL RETURN TOTAL RETURN
VALUE OF VALUE OF EXCLUDING SALES CHARGE INCLUDING SALES CHARGE
INVESTMENT INVESTMENT INITIAL INVESTMENT ------------------------------ ------------------------------
PERIOD DATE INVESTMENT* ON 2/29/96 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
---------- ---------- ----------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of
the Fund 9/18/95 $952.38 $1,020.95 7.20% -- 2.10% --
Past performance is not indicative of future results. Investment return
and principal value will fluctuate; shares, when redeemed, may be worth more
or less than their original cost.
- ----------
*Initial investment less the maximum sales charge of 4.75%.
</TABLE>
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As at February 29, 1996, the Trustees and officers of the Trust, as a
group, owned in the aggregate less than 1% of the outstanding shares of the
Fund. As of February 29, 1996, Merrill Lynch, Pierce, Fenner & Smith, Inc.,
Jacksonville, FL 32246, was the record owner of approximately 27.3% of the
outstanding shares, which were held on behalf of its customers who are the
beneficial owners of such shares, and as to which it had voting power under
certain limited circumstances. In addition, as of the same date the following
shareholder owned of record the percentage of outstanding shares of the Fund
indicated after its name: Profit Sharing Retirement Plan of Eaton Vance
Management, Inc., Boston, MA 02110 (10.6%). To the knowledge of the Trust, no
other person owned of record or beneficially 5% or more of the Fund's
outstanding shares as of such date.
<PAGE>
<TABLE>
<CAPTION>
EV TRADITIONAL INFORMATION AGE FUND
FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
February 29, 1996 (Unaudited)
- ------------------------------------------------------------------------------------------------------------------------
ASSETS:
<S> <C> <C>
Investment in Information Age Portfolio (Portfolio), at value (Note 1A)
(identified cost, $9,464,745) $ 9,854,619
Receivable for Fund shares sold 18,905
Deferred organization expenses (Note 1D) 45,539
Tax reclaim receivable 214
-----------
Total assets $ 9,919,277
LIABILITIES:
Payable for Fund shares redeemed $ 6,974
Payable to affiliate --
Trustees' fees 58
Accrued organization expense 50,000
Accrued expenses 5,596
-----------
Total liabilities 62,628
-----------
NET ASSETS for 919,288 shares of beneficial interest outstanding $ 9,856,649
===========
SOURCES OF NET ASSETS:
Paid-in capital $ 9,486,954
Accumulated net realized gain on investment transactions from Portfolio 143
Accumulated of net investment loss (20,322)
Unrealized appreciation of investments from Portfolio
(computed on the basis of identified cost) 389,874
-----------
Total $ 9,856,649
===========
NET ASSET VALUE AND REDEMPTION PRICE (NOTE 3) PER SHARE
($9,856,649 (divided by) 919,288 shares of beneficial interest) $ 10.72
===========
COMPUTATION OF OFFERING PRICE:
Offering price per share (100 (divided by) 95.25 of $10.72) $ 11.25
===========
On sales of $100,000 or more the offering price is reduced.
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
FINANCIAL STATEMENTS (CONTINUED)
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
For the period from the start of business, September 18, 1995, to February 29, 1996 (Unaudited)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Investment Income (Note 1B):
Dividend income allocated from Portfolio (net of foreign taxes of $1,269) $ 18,827
Interest income allocated from Portfolio 34,897
Expenses allocated from Portfolio (38,025)
-------------
Total investment income $ 15,699
Expenses --
Management fee (Note 3) $ 6,540
Compensation of Trustees not members of the
Manager's organization (Note 3) 57
Custodian fees (Note 3) 416
Distribution fees (Note 5) 13,080
Transfer agent fees 2,642
Printing and postage 3,425
Legal and accounting services 210
Registration fees 3,700
Amortization of organization expenses (Note 1D) 4,461
Miscellaneous 1,490
---------
Total expenses 36,021
-------------
Net investment loss $ (20,322)
-------------
REALIZED AND UNREALIZED GAIN (LOSS) FROM PORTFOLIO:
Net realized loss from Portfolio (identified cost basis) --
Investment transactions $ 8,093
Foreign currency and forward foreign currency contracts (7,950)
---------
Net realized gain $ 143
Unrealized appreciation of investments 389,874
-------------
Net realized and unrealized gain $ 390,017
-------------
Net increase in net assets from operations $ 369,695
=============
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
FINANCIAL STATEMENTS (CONTINUED)
- -------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
For the period from the start of business, September 18, 199
to February 29, 1996 (Unaudited)
- -------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
From operations --
Net investment loss $ (20,322)
Net realized gain from Portfolio 143
Unrealized appreciation from Portfolio 389,874
-----------
Increase in net assets from operations $ 369,695
-----------
Transactions in shares of beneficial interest (Note 4) --
Proceeds from sale of shares $ 9,869,679
Cost of shares redeemed (382,725)
-----------
Increase in net assets from Fund share transactions $ 9,486,954
-----------
Net increase in net assets $ 9,856,649
NET ASSETS:
At beginning of period --
-----------
At end of period (including accumulated net investment
loss of $20,322) $ 9,856,649
===========
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>
FINANCIAL STATEMENTS (CONTINUED)
- -------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
For the period from the start of business, September 18, 1995,
to February 29, 1996 (Unaudited)
- -------------------------------------------------------------------------------
NET ASSET VALUE -- Beginning of period $ 10.000
-----------
INCOME FROM OPERATIONS:
Net investment loss $ (0.022)
Net realized and unrealized gain on investments 0.742
-----------
Total income from operations $ 0.7200
-----------
NET ASSET VALUE -- End of period $ 10.720
===========
TOTAL RETURN(1) 7.20%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000's omitted) $ 9,857
Ratio of net expenses to average net assets* 2.82%+
Ratio of net investment loss to average net assets (0.77%)+
* Includes the Fund's share of Information Age Portfolio's allocated expenses.
+ Annualized.
(1) Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each period reported. Dividends and distributions, if any, are assumed to
be reinvested at the net asset value on the payable date.
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
- ------------------------------------------------------------------------------
(1) SIGNIFICANT ACCOUNTING POLICIES
EV Traditional Information Age Fund (the Fund) is a diversified series of Eaton
Vance Growth Trust (the Trust). The Trust is an entity of the type commonly
known as a Massachusetts business trust and is registered under the Investment
Company Act of 1940, as amended, as an open-end, management investment company.
The Fund invests all of its investable assets in interests in Information Age
Portfolio (the Portfolio), a New York Trust, having the same investment
objective as the Fund. The value of the Fund's investment in the Portfolio
reflects the Fund's proportionate interest in the net assets of the Portfolio
(32.7% at February 29, 1996). The performance of the Fund is directly affected
by the performance of the Portfolio. The financial statements of the Portfolio,
including the portfolio of investments, are included elsewhere in this report
and should be read in conjunction with the Fund's financial statements. The
following is a summary of significant accounting policies consistently followed
by the Fund in the preparation of its financial statements. The policies are in
conformity with generally accepted accounting principles.
A. INVESTMENT VALUATION - Valuation of securities by the Portfolio is discussed
in Note 1 of the Portfolio's Notes to Financial Statements which are included
elsewhere in this report.
B. INCOME - The Fund's net investment income consists of the Fund's pro rata
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.
C. FEDERAL TAXES - The Fund's policy is to comply with the provisions of the
Internal Revenue Code applicable to regulated investment companies and to
distribute to shareholders each year all of its net investment income, and any
net realized capital gains. Accordingly, no provision for federal income or
excise tax is necessary.
D. DEFERRED ORGANIZATION EXPENSES - Costs incurred by the Fund in connection
with its organization, including registration costs, are amortized on the
straight-line basis over five years.
E. INTERIM FINANCIAL INFORMATION - The interim financial statements relating to
February 29, 1996 and for the period then ended have not been audited by
independent certified public accountants, but in the opinion of the Fund's
management, reflect all adjustments, consisting only of normal recurring
adjustments, necessary for the fair presentation of the financial statements.
(2) DISTRIBUTIONS TO SHAREHOLDERS
It is the present policy of the Fund to make 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 at least one distribution annually of all or substantially all of
the net realized capital gains (reduced by any available capital loss
carryforwards from prior years) allocated by the Portfolio to the Fund, if any.
Shareholders may reinvest all distributions in shares of the Fund without a
sales charge at the per share net asset value as of the close of business on the
record date.
The Fund distinguishes between distributions on a tax basis and a financial
reporting basis. Generally accepted accounting principles require that only
distributions in excess of tax basis earnings and profits be reported in the
financial statements as a return of capital. Differences in the recognition or
classification of income between the financial statements and tax earnings and
profits which result in over distributions for financial statement purposes are
classified as distributions in excess of net investment income or accumulated
net realized gains. Permanent differences between book and tax accounting
relating to distributions are reclassified to paid-in capital.
(3) MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The management fee is earned by Eaton Vance Management (EVM) as compensation for
management and administration of the business affairs of the Fund. The fee is
based on a percentage of average daily net assets. For the period from the start
of business, September 18,1995, to February 29, 1996 the fee was equivalent to
0.25% of the Fund's average net assets for such period and amounted to $6,540.
Except as to Trustees of the Fund who are not members of EVM's organization,
officers and Trustees receive remuneration for their services to the Fund out of
such management fee. Eaton Vance Distributors, Inc., (EVD), a subsidiary of EVM
and the Fund's principal underwriter, received approximately $28,000 as its
portion of the sales charge on sales of Fund shares for the period from the
start of business, September 18,1995, to February 29, 1996. EVD also receives a
contingent deferred sales charge (CDSC) on shareholder redemptions made within
18 months of purchase, where the initial investment in the Fund was $1 million
or more. EVD received no CDSC during the period. Investors Bank & Trust Company
(IBT), an affiliate of EVM, serves as custodian of the Fund and the Portfolio.
Prior to November 10, 1995, IBT was an affiliate of EVM. Pursuant to the
custodian agreements, IBT receives a fee reduced by credits which are determined
based on the average cash balances the Fund or the Porfolio maintains with IBT.
No significant credit balances were used to reduce the Fund's custody fees.
Certain officers and Trustees of the Fund and the Portfolio are
directors/trustees of the above organizations. In addition, investment adviser,
administrative fees, and custody fees are paid by the Portfolio to EVM and its
affiliates. See Note 2 of the Portfolio's Notes to Financial Statements which
are included elsewhere in this report.
(4) SHARES OF BENEFICIAL INTEREST
The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value).
Transactions in Fund shares for the period from the start of business, September
18, 1995 to February 29, 1996 were as follows:
Sales 955,739
Issued to shareholders electing to
receive payments of distributions
in Fund shares --
Redemptions 36,451
----------
Net increase 919,288
==========
(5) DISTRIBUTION PLAN
The Fund has adopted a distribution plan (the Plan) pursuant to Rule 12b-1 under
the Investment Company Act of 1940. The Plan requires the Fund to pay the
Principal Underwriter, Eaton Vance Distributors, Inc. (EVD) a monthly
distribution fee equal, on an annual basis, to the aggregate of (a) 0.50% 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) 0.25% 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. During the period from the start of
business, September 18, 1995, to February 29, 1996 the Fund paid distribution
fees to EVD aggregating $13,080 representing 0.45% of average daily net assets.
The Plan also provides that the Fund will pay a quarterly service fee to EVD in
an amount equal, on an annual basis, to 0.25% 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. Such payments
are made for personal services and/or the maintenance of shareholder accounts.
The Fund expects to begin accruing service fee payments during the quarter
ending September 30, 1996. EVD may pay up to the entire amount of the service
fee to Authorized Firms through which the Fund's shares are distributed.
Certain officers and Trustees of the Fund are officers or directors of EVD.
(6) INVESTMENT TRANSACTIONS
Increases and decreases in the Fund's investment in the Portfolio aggregated
$9,850,775 and $401,657, respectively.
<PAGE>
EV TRADITIONAL INFORMATION
INFORMATION AGE PORTFOLIO
AGE FUND
OFFICERS OFFICERS
- ----------------------- -------------------------
James B. Hawkes James B. Hawkes
President and Trustee President and Trustee
M. Dozier Gardner William Chisholm
Vice President Vice President
William D. Burt Michel Normandeau
Vice President Vice President
Barclay Tittmann Raymond O'Neil
Vice President Vice President
James L. O'Connor Duncan W. Richardson
Treasurer Vice President
Thomas Otis Hon. Robert Lloyd George
Secretary Vice President
James L. O'Connor
Treasurer
Thomas Otis
Secretary
INDEPENDENT TRUSTEES INDEPENDENT TRUSTEES
- ----------------------- -------------------------
Donald R. Dwight Donald R. Dwight
President, Dwight Partners, Inc. President, Dwight Partners, Inc.
Chairman, Newspapers of Chairman, Newspapers of
New England, Inc. New England, Inc.
Samuel L. Hayes, III Samuel L. Hayes, III
Jacob H. Schiff Professor of Investment Jacob H. Schiff Professor of Investment
Banking, Harvard University Graduate Banking, Harvard University Graduate
School of Business Administration School of Business Administration
Norton H. Reamer Norton H. Reamer
President and Director, United Asset President and Director, United Asset
Management Corporation Management Corporation
John L. Thorndike John L. Thorndike
Director, Fiduciary Incorporated Director, Fiduciary Incorporated
Company Company
Jack L. Treynor Jack L. Treynor
Investment Adviser and Consultant Investment Adviser and Consultant
<PAGE>
<TABLE>
<CAPTION>
INFORMATION AGE PORTFOLIO
PORTFOLIO OF INVESTMENTS
February 29, 1996
(Unaudited)
- -----------------------------------------------------------------------------
COMMON STOCK -- 94.6%
- -----------------------------------------------------------------------------
NAME OF COMPANY SHARES VALUE
- -----------------------------------------------------------------------------
<S> <C> <C>
Broadcasting -- 10.7%
Benpress Holdings GDR+ 32,000 $ 232,000
Bimantra Citra+ 380,000 447,010
Comcast Corp. 22,000 431,750
Evergreen Media Corp. Class A 15,000 496,875
General Motors Corp. Class H 5,000 286,250
Media General, Inc. Class A 6,000 224,250
Sistem TV Malaysia+ 51,000 165,097
Telecommunications International Class A 5,000 107,500
Television Broadcasts Ltd.+ 110,000 418,321
Westinghouse Electric 22,000 407,000
-----------
$ 3,216,053
-----------
Business, Computer, & Financial Services -- 10.6%
Automatic Data Processing, Inc. 8,000 $ 310,000
Ceridian Corp. 10,500 451,500
Desktop Data 16,000 488,000
First Data Corp. 4,000 277,000
Hitachi Maxell Ltd. ADR+ 24,000 447,659
Intelcom Group, Inc. 10,000 161,250
INTUIT Inc. 6,000 400,500
Omnicom Group 15,000 613,125
-----------
$ 3,912,034
-----------
Computer Hardware & Software -- 8.3%
Inso Corp. 4,500 $ 221,625
International Business Machines Corp. 3,000 367,875
LSI Logic 8,000 221,000
Microchip Technology, Inc. 10,000 277,500
Microsoft Corp. 4,000 394,750
Misys PLC+ 23,000 250,134
NTT Data Communications Systems Corp.+ 90 265,511
Oracle Corp. 6,000 312,000
Secom Co. Ltd.+ 3,000 187,286
-----------
$ 2,497,681
-----------
Electronics -- 4.2%
KCE Electronics PLC+ 93,000 $ 505,395
Samsung Electronics GDR+ 4,000 368,000
Sharp Corp.+ 25,000 390,179
-----------
$ 1,263,574
-----------
Entertainment -- 24.6%
Cablevision Systems Corp. 5,000 $ 290,625
Carlton Communications+ 55,000 352,360
Gaylord Entertainment 12,000 321,000
Grammy Entertainment PLC+ 50,000 476,002
Havas SA+ 5,500 415,741
Media of Medias PLC+ 50,000 353,035
New World Communications Group 11,000 206,250
News Corporation Ltd.+ 60,000 341,295
News International PLC+ 100,000 464,886
Nintendo Corp. Ltd.+ 5,000 337,838
Pearson PLC+ 60,000 628,860
Polygram+ 8,000 466,954
Seagrams Co. Ltd. 12,000 412,500
Shaw Brothers Ltd.+ 300,000 349,248
Sony Corp.+ 10,000 586,223
Thomas Nelson Inc. 30,000 468,750
United States Satellite Broadcasting Co. 10,000 325,000
US West Media Group 8,000 167,000
Viacom Inc. Class B 12,000 471,000
-----------
$ 7,434,567
-----------
Miscellaneous -- 4.4%
Eastman Kodak Co. 8,000 $ 572,000
Fuji Photo Film ADR+ 13,000 368,671
Xerox Corp. 3,000 390,750
-----------
$ 1,331,421
-----------
Online Service -- 0.5%
H&R Block 4,500 $ 159,188
-----------
Publishing -- 12.1%
Dorling Kindersley PLC+ 40,000 $ 317,685
Dow Jones & Co., Inc. 10,000 390,000
McGraw-Hill Companies, Inc. 5,500 480,563
United News & Media PLC+ 50,000 493,224
Reuters Holding PLC+ 73,000 785,846
Springer Axel Verlag AG+ 800 541,884
Wolters Kluwer NV+ 6,000 645,710
-----------
$ 3,654,912
-----------
Semiconductors & Semi Equipment- 4.1%
AMP Inc. 7,000 $ 298,375
Applied Materials, Inc. 8,000 286,000
Intel Corp. 7,000 411,687
Singapore Press Holdings Ltd.+ 12,000 242,184
-----------
$ 1,238,246
-----------
Telephone Services -- 14.8%
Ameritech Corp. 7,000 $ 403,375
AT&T Corp. 8,000 509,000
British Telecommunications PLC+ 70,000 399,181
Frontier Corp. 16,000 480,000
Nippon Telegraph & Telephone+ 20 152,265
NYNEX Corp. 6,500 334,750
SBC Communications 7,500 411,563
STET+ 180,000 550,363
Tele Denmark B+ 10,000 588,442
Telecom Italia Mobile SA+ 240,000 440,599
US West Inc. 6,000 196,500
-----------
$ 4,466,038
-----------
Telecommunications Equipment -- 0.3%
Nokia Corp.+ 3,000 $ 104,346
-----------
Total Common Stocks (identified cost,
$27,438,915) $28,558,060
-----------
- -----------------------------------------------------------------------------
CONVERTIBLE BOND -- 0.1%
- -----------------------------------------------------------------------------
PAR VALUE
- -----------------------------------------------------------------------------
Havas SA, 12.75, 1/1/03+ (identified cost,
$44,743) 225,000 $ 44,424
-----------
- -----------------------------------------------------------------------------
SHORT-TERM OBLIGATION -- 8.5%
- -----------------------------------------------------------------------------
FACE AMOUNT
- -----------------------------------------------------------------------------
FHLMC Discount Notes, 5.30s, 3/1/96,
at amortized cost $2,565,000 $ 2,565,000
-----------
- -----------------------------------------------------------------------------
PUT OPTIONS PURCHASED -- 0.3%
- --------------------------------------------------------------------------------
NAME OF COMPANY PRINCIPAL
AMOUNT
OF CONTRACTS VALUE
- --------------------------------------------------------------------------------
Option to Deliver/Receive, Strike Price, Expiration Date:
JPY/USD, 100.5, April 1996 1,000 $ 11,439
JPY/USD, 101.85, December 199 61,000 67,452
-----------
TOTAL PUT OPTIONS PURCHASED
(PREMIUMS PAID, $66,804) $ 78,891
-----------
TOTAL INVESTMENTS
(IDENTIFIED COST, $30,115,462) $31,246,375
OTHER ASSETS, LESS LIABILITIES -- (3.5%) (1,068,758)
-----------
NET ASSETS -- 100% $30,177,617
===========
+Foreign Security
ADR -- American Depositary Receipt
GDR -- Global Depositary Receipt
JPY -- Japanese Yen
USD -- United States Dollars
See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
February 29, 1996 (Unaudited)
- --------------------------------------------------------------------------------
<S> <C> <C>
Assets:
Investments, at value (Note 1A)
(identified cost, $30,115,462) $ 31,246,375
Cash 1,721
Cash denominated in foreign currencies
(cost, $3,649) 3,652
Dividends receivable 24,993
Deferred organization expenses (Note 1C) 5,693
------------
Total assets $ 31,282,434
Liabilities:
Payable for investments purchased $ 1,091,510
Payable to affiliate --
Trustees' fees 255
Accrued expenses 13,052
-----------
Total liabilities 1,104,817
------------
Net Assets applicable to investors' interest
in Portfolio $ 30,177,617
============
Sources of Net Assets:
Net proceeds from capital contributions and
withdrawals $ 29,046,626
Net unrealized appreciation of investments
(computed on the basis of identified cost) 1,130,991
------------
Total $ 30,177,617
============
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the period from the start of business, September 18, 1995, to February 29, 1996
(Unaudited)
- ------------------------------------------------------------------------------------
<S> <C> <C>
Investment Income:
Income --
Dividends (net of foreign taxes of $3,764) $ 55,448
Interest 98,054
-----------
Total income $ 1,153,502
Expenses --
Investment adviser fee (Note 2) $ 56,494
Administration fee (Note 2) 18,684
Compensation of Trustees not members of the
Investment Adviser's organization (Note 2) 255
Custodian fees (Note 2) 32,717
Legal and accounting services 2,421
Amortization of organization expenses (Note 1C) 557
Miscellaneous 91
----------
Total expenses 111,219
-----------
Net investment income $ 42,283
-----------
Realized and Unrealized Gain (Loss) on Investments:
Net realized gain (loss) (identified cost basis) --
Investment transactions $ 13,127
Foreign currency (22,612)
-----------
Net realized loss $ (9,485)
Unrealized appreciation --
Investments (identified cost basis) $ 1,130,913
Foreign currency 78
------------
Net unrealized appreciation 1,130,991
-----------
Net realized and unrealized gain on
investments $ 1,121,506
-----------
Net increase in net assets from operations $ 1,163,789
===========
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS
For the period from the start of business, September 18, 1995, to
February 29, 1996
(Unaudited)
- --------------------------------------------------------------------------------
<S> <C>
Increase (Decrease) in Net Assets:
From operations --
Net investment income $30,042,283
Net realized loss on investment transactions (9,485)
Change in unrealized appreciation of investments 1,130,991
-----------
Increase in net assets from operations $ 1,163,789
-----------
Capital transactions --
Contributions $30,122,764
Withdrawals (1,208,936)
-----------
Increase in net assets resulting from capital
transactions $28,913,828
-----------
Total increase in net assets $30,077,617
Net Assets:
At beginning of period 100,000
-----------
At end of period $30,177,617
===========
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
SUPPLEMENTARY DATA
For the period from the start of business, September 18, 1995, to
February 29, 1996
(Unaudited)
- --------------------------------------------------------------------------------
<S> <C>
Ratios (As a percentage of average daily net assets):
Expenses 1.48%+
Net investment income 0.56%+
Portfolio Turnover 25%
Average commision rate paid * 3.1970%
Net Assets, end of period (000 omitted) $ 30,178
<FN>
+ Computed on an annualized basis.
* Average Commision rate paid is computed by dividing the total dollar amount
of commissions paid by the total number of shares purchased and sold during
the fiscal year for which commissions were charged.
</FN>
SEE NOTES TO FINANCIAL STATEMENTS
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
- --------------------------------------------------------------------------------
(1) Significant Accounting Policies
Information Age Portfolio (the "Portfolio") is registered under the
Investment Company Act of 1940 as a diversified, open-end investment
company. The Portfolio which was organized as a trust under the laws of
the State of New York on September 1, 1992 seeks to provide long-term
capital growth by investing in a global and diversified portfolio of
securities of information age companies. The Declaration of Trust
permits the Trustees to issue interests in the Portfolio. The following
is a summary of the significant accounting policies of the Portfolio.
The policies are in conformity with generally accepted accounting
principles.
A. Investment Valuations - Marketable securities, including options,
that are listed on foreign or U.S. securities exchanges or in the NASDAQ
National Market System are valued at closing sale prices, on the
exchange where such securities are principally traded. Futures positions
on securities or currencies are generally valued at closing settlement
prices. Unlisted or listed securities for which closing sale prices are
not available are valued at the mean between the latest bid and asked
prices. Short-term debt securities with a remaining maturity of 60 days
or less are valued at amortized cost. 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. Investments for which
valuations or market quotations are unavailable are valued at fair value
using methods determined in good faith by or at the direction of the
Trustees.
B. Federal Taxes - The Portfolio is treated as a partnership for Federal
tax purposes. No provision is made by the Portfolio for federal or state
taxes on any taxable income of the Portfolio because each investor in
the Portfolio is ultimately responsible for the payment of any taxes on
its share of such income. Since some of the Portfolio's investors are
regulated investment companies that invest all or substantially all of
their assets in the Portfolio, the Portfolio normally must satisfy the
applicable source of income and diversification requirements, (under the
Internal Revenue Code), in order for its investors to satisfy them. The
Portfolio will allocate, at least annually among its investors, 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. Withholding taxes on foreign dividends and capital
gains have been provided for in accordance with the Trust's
understanding of the applicable countries' tax rules and rates.
C. Deferred Organization Expenses - Costs incurred by the Portfolio in
connection with its organization, including registration costs, are
being amortized on the straight-line basis over five years.
D. Futures Contracts - Upon the entering of a financial futures
contract, the Portfolio is required to deposit ("initial margin") either
in cash or securities an amount equal to a certain percentage of the
purchase price indicated in the financial futures contract. Subsequent
payments are made or received by the Portfolio ("margin maintenance")
each day, dependent on daily fluctuations in the value of the underlying
security, and are recorded for book purposes as unrealized gains or
losses by the Portfolio. The Portfolio's investment in financial futures
contracts is designed only to hedge against anticipated future changes
in interest or currency exchange rates. Should interest or currency
exchange rates move unexpectedly, the Portfolio may not achieve the
anticipated benefits of the financial futures contracts and may realize
a loss.
E. Foreign Currency Translation - Investment valuations, other assets,
and liabilities initially expressed in foreign currencies are converted
each business day into U.S. dollars based upon current exchange rates.
Purchases and sales of foreign investment securities and income and
expenses are converted into U.S. dollars based upon currency exchange
rates prevailing on the respective dates of such transactions.
Recognized gains or losses on investment transactions attributable to
foreign currency rates are recorded for financial statement purposes as
net realized gains and losses on investments. That portion of unrealized
gains and losses on investments that result from fluctuations in foreign
currency exchange rates are not separately disclosed.
F. Forward Foreign Currency Exchange Contracts - The Portfolio may enter into
forward foreign currency exchange contracts for the purchase or sale of a
specific foreign currency at a fixed price on a future date. Risks may arise
upon entering these contracts from the potential inability of counterparties to
meet the terms of their contracts and from movements in the value of a foreign
currency relative to the U.S. dollar. The Portfolio will enter into forward
contracts for hedging purposes as well as non-hedging purposes. The forward
foreign currency exchange contracts are adjusted by the daily exchange rate of
the underlying currency and any gains or losses are recorded for financial
statement purposes as unrealized until such time as the contracts have been
closed or offset.
G. Other - Investment transactions are accounted for on the date the
investments are purchased or sold. Dividend income is recorded on the
ex-dividend date. However, if the ex-dividend date has passed, certain
dividends from foreign securities are recorded as the Portfolio is
informed of the ex-dividend date. Interest income is recorded on the
accrual basis.
H. Interim Financial Information - The interim financial statements
relating to February 29, 1996 and for the period then ended have not
been audited by independent certified public accountants, but in the
opinion of the Portfolio's management, reflect all adjustments,
consisting only of normal recurring adjustments, necessary for the fair
presentation of the financial statements.
- --------------------------------------------------------------------------------
(2) Investment Adviser Fee and Other Transactions with Affiliates
The investment adviser fee is earned by Boston Management and Research
(BMR) a wholly-owned subsidiary of Eaton Vance Management (EVM) and
Lloyd George Investment Management (Bermuda) Limited, an affiliate of
EVM, (the Advisers) as compensation for management and investment
advisory services rendered to the Portfolio. Under the advisory
agreement, the Advisers receive a monthly fee, divided equally between
them, of 0.0625% (0.75% annually) of the average daily net assets of the
Portfolio up to $500,000,000, and at reduced rates as daily net assets
exceed that level. For the period from the start of business, September
18, 1995 to February 29, 1996 the adviser fee was 0.75% of average net
assets. In addition, an administrative fee is earned by EVM for managing
and administering the business affairs of the Portfolio. Under the
administration agreement, EVM earns a monthly fee in the amount of
1/48th of 1% (equal to 0.25% annually) of the average daily net assets
of the Portfolio up to $500,000,000, and at reduced rates as daily net
assets exceed that level. For the period from the start of business,
September 18, 1995 to February 29, 1996, the administration fee was
0.25% of average net assets. Except as to Trustees of the Portfolio who
are not members of the Advisers or EVM's organization, officers and
Trustees receive remuneration for their services to the Portfolio out of
such investment adviser and administrative fees. Investors Bank & Trust
Company (IBT) serves as custodian of the Portfolio. Prior to November
10, 1995, IBT was an affiliate of EVM and BMR. Pursuant to the custodian
agreement, IBT receives a fee reduced by credits which are determined
based on the average daily cash balance the Portfolio maintains with
IBT. No significant credit balances were used to reduce the Porfolio's
custody fees. Certain of the officers and Trustees of the Portfolio are
officers or directors/trustees of the above organizations.
- --------------------------------------------------------------------------------
(3) Investment Transactions
Purchases and sales of investments, other than short-term obligations,
aggregated $31,185,752 and $3,648,417, respectively.
- --------------------------------------------------------------------------------
(4) Federal Income Tax Basis of Investments
The cost and unrealized appreciation (depreciation) in value of the
investments owned at February 29, 1996, as computed on a federal income
tax basis, are as follows:
Aggregate cost $30,115,527
===========
Gross unrealized appreciation $ 1,790,271
Gross unrealized depreciation 659,358
-----------
Net unrealized appreciation $ 1,130,913
===========
(5) Risks Associated with 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. 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 general, there
is less overall governmental supervision and regulation of foreign
securities markets, broker-dealers, and issuers than in the United
States.
(6) Financial Instruments
The Portfolio regularly trades in financial instruments with off-balance
sheet risk in the normal course of its investing activities to assist in
managing exposure to various market risks. These financial instruments
include written options, forward foreign currency exchange contracts and
financial futures contracts and may involve, to a varying degree,
elements of risk in excess of the amounts recognized for financial
statement purposes.
The notional or contractual amounts of these instruments represent the
investment the Portfolio has in particular classes of financial
instruments and does not necessarily represent the amounts potentially
subject to risk. The measurement of the risks associated with these
instruments is meaningful only when all related and offsetting
transactions are considered.
The Portfolio did not have any open obligations under these financial
instruments at February 29, 1996.
- --------------------------------------------------------------------------------
(7) Line of Credit
The Portfolio participates with other portfolios and funds managed by
BMR and EVM and its affiliates in a $120 million unsecured line of
credit agreement with a bank. The line of credit consists of a $20
million committed facility and a $100 million discretionary facility.
Borrowings will be made by the Portfolio solely to facilitate the
handling of unusual and/or unanticipated short-term cash requirements.
Interest is charged to each portfolio based on its borrowings at an
amount above either the bank's adjusted certificate of deposit rate, a
variable adjusted certificate of deposit rate, or a federal funds
effective rate. In addition, a fee computed at an annual rate of 1/4 of
1% on the $20 million committed facility and on the daily unused portion
of the $100 million discretionary facility is allocated among the
participating funds and portfolios at the end of each quarter. The
Portfolio did not have any significant borrowings or allocated fees
during the period.
Graphic omitted
EV Door Logo
EV TRADITIONAL
INFORMATION
AGE FUND
STATEMENT OF
ADDITIONAL INFORMATION
APRIL 1, 1996
EV TRADITIONAL INFORMATION
AGE FUND
24 FEDERAL STREET
BOSTON, MA 02110
SPONSOR AND MANAGER OF
EV TRADITIONAL INFORMATION AGE FUND
ADMINISTRATOR OF INFORMATION AGE PORTFOLIO
Eaton Vance Management, 24 Federal Street, Boston, MA 02110
CO-ADVISERS OF INFORMATION AGE PORTFOLIO
Boston Management and Research, 24 Federal Street, Boston, MA 02110
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, 89 South Street, Boston, MA 02205-1537
Transfer Agent
First Data Investors Services Group, Inc., BOS725, P.O. Box 1559
Boston, MA 02104 (800) 262-1122
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P., One Post Office Square, Boston, MA 02109
T-IASAI
<PAGE>
PART C
OTHER INFORMATION
ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS
(A) FINANCIAL STATEMENTS
INCLUDED IN PART A FOR THE FUNDS LISTED BELOW ARE "FINANCIAL
HIGHLIGHTS" FOR THE PERIOD FROM THE START OF BUSINESS TO FEBRUARY
29, 1996:
EV Classic Information Age Fund (start of business November 22,
1995)
EV Marathon Information Age Fund (start of business September
18, 1995)
EV Traditional Information Age Fund (start of business September
18, 1995)
INCLUDED IN PART B:
For:
EV Classic Information Age Fund
EV Marathon Information Age Fund
EV Traditional Information Age Fund
The Financial Statements for the above-referenced Funds for the
time periods set forth in the Funds' Unaudited Semi-Annual
Reports dated February 29, 1996 include:
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
The Financial Statements for the Portfolio for the time periods
set forth in the Funds' Unaudited Semi-Annual Reports include:
Portfolio of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Supplementary Data
Notes to Financial Statements
(B) EXHIBITS:
<TABLE>
<CAPTION>
<S> <C> <C>
(1)(a) Declaration of Trust dated May 25, 1989. Filed as Exhibit (1)(a) to Post-Effective
Amendment No. 59 and incorporated herein by
reference.
(b) Amendment to the Declaration of Trust Filed as Exhibit (1)(b) to Post-Effective
dated August 18, 1992. Amendment No. 59 and incorporated herein by
reference.
(c) Amendment and Restatement of Filed as Exhibit (1)(c) to Post-Effective
Establishment and Designation of Series Amendment No. 61 and incorporated herein by
of Shares dated October 23, 1995. reference.
(d) Amendment and Restatement of Filed herewith.
Establishment and Designation of Series
of Shares dated March 18, 1996.
(2)(a) By-Laws Filed as Exhibit (2)(a) to Post-Effective
Amendment No. 59 and incorporated herein by
reference.
(b) Amendment to By-Laws dated December 13, Filed as Exhibit (2)(b) to Post-Effective
1993. Amendment No. 59 and incorporated herein by
reference.
(3) Not applicable
(4) Not applicable
(5)(a) Investment Advisory Agreement with Eaton Filed as Exhibit (5)(a) to Post-Effective
Vance Management for EV Marathon Gold & Amendment No. 59 and incorporated herein by
Natural Resources Fund dated August 15, reference.
1995.
(b) Management Contract with Eaton Vance Filed as Exhibit (5)(b) to Post-Effective
Management for Eaton Vance Greater China Amendment No. 59 and incorporated herein by
Growth Fund. reference.
(c) Management Contract with Eaton Vance Filed as Exhibit (5)(c) to Post-Effective
Management for EV Marathon Greater China Amendment No. 59 and incorporated herein by
Growth Fund dated June 7, 1993. reference.
(d) Management Contract with Eaton Vance Filed as Exhibit (5)(d) to Post-Effective
Management for EV Classic Greater China Amendment No. 59 and incorporated herein by
Growth Fund dated December 17, 1993. reference.
(e) Management Contract with Eaton Vance Filed as Exhibit (5)(e) to Post-Effective
Management for EV Marathon Information Amendment No. 61 and incorporated herein by
Age Fund. reference.
(f) Management Contract with Eaton Vance Filed as Exhibit (5)(f) to Post-Effective
Management for EV Traditional Amendment No. 61 and incorporated herein by
Information Age Fund. reference.
(g) Management Contract with Eaton Vance Filed as Exhibit (5)(g) to Post-Effective
Management for EV Classic Information Amendment No. 61 and incorporated herein by
Age Fund. reference.
(h) Form of Management Contract with Eaton Filed as Exhibit (5)(h) to Post-Effective
Vance Management for EV Marathon Asian Amendment No. 62 and incorporated herein by
Small Companies Fund. reference.
(i) Form of Management Contract with Eaton Filed as Exhibit (5)(i) to Post-Effective
Vance Management for EV Traditional Amendment No. 62 and incorporated herein by
Asian Small Companies Fund. reference.
(6)(a)(1) Distribution Agreement with Eaton Vance Filed as Exhibit (6)(a)(1) to Post-Effective
Distributors, Inc. dated August 30, Amendment No. 59 and incorporated herein by
1989. reference.
(a)(2) Distribution Agreement with Eaton Vance Filed as Exhibit (6)(a)(2) to Post-Effective
Distributors, Inc. for Eaton Vance Amendement No. 59 and incorporated herein by
Greater China Growth Fund. reference.
(a)(3) Distribution Agreement with Eaton Vance Filed as Exhibit (6)(a)(3) to Post-Effective
Distributors, Inc. for EV Marathon Amendment No. 59 and incorporated herein by
Greater China Growth Fund dated June reference.
7,1993.
(a)(4) Distribution Agreement with Eaton Vance Filed as Exhibit (6)(a)(4) to Post-Effective
Distributors, Inc. for EV Classic Amendment No. 59 and incorporated herein by
Greater China Growth Fund. reference.
(a)(5) Distribution Agreement with Eaton Vance Filed as Exhibit (6)(a)(5) to Post-Effective
Distributors, Inc. for EV Classic Growth Amendment No. 59 and incorporated herein by
Fund. reference.
(a)(6) Distribution Agreement with Eaton Vance Filed as Exhibit (6)(a)(6) to Post-Effective
Distributors, Inc. for EV Marathon Amendment No. 59 and incorporated herein by
Growth Fund. reference.
(a)(7) Distribution Agreement with Eaton Vance Filed as Exhibit (6)(a)(7) to Post-Effective
Distributors, Inc. for EV Marathon Amendment No. 61 and incorporated herein by
Information Age Fund. reference.
(a)(8) Distribution Agreement with Eaton Vance Filed as Exhibit (6)(a)(8) to Post-Effective
Distributors, Inc. for EV Traditional Amendment No. 61 and incorporated herein by
Information Age Fund. reference.
(a)(9) Distribution Agreement with Eaton Vance Filed as Exhibit (6)(a)(9) to Post-Effective
Distributors, Inc. for EV Marathon Gold Amendment No. 59 and incorporated herein by
& Natural Resources Fund dated August reference.
15, 1995.
(a)(10) Distribution Agreement with Eaton Vance Filed as Exhibit (6)(a)(10) to Post-Effective
Distributors, Inc. for EV Classic Amendment No. 61 and incorporated herein by
Information Age Fund reference.
(a)(11) Form of Distribution Agreement with Filed as Exhibit (6)(a)(11) to Post-Effective
Eaton Vance Distributors, Inc. for EV Amendment No. 62 and incorporated herein by
Marathon Asian Small Companies Fund. reference.
(a)(12) Form of Distribution Agreement with Filed as Exhibit (6)(a)(12) to Post-Effective
Eaton Vance Distributors, Inc. for EV Amendment No. 62 and incorporated herein by
Traditional Asian Small Companies Fund. reference.
(b) Selling Group Agreements between Eaton Filed as Exhibit (6)(b) to Post-Effective
Vance Distributors, Inc. and Authorized Amendment No. 61 and incorporated herein by
Firms. reference.
(c) Schedule of Dealer Discounts and Sales Filed as Exhibit (6)(c) to Post-Effective
Charges. Amendment No. 59 and incorporated herein by
reference.
(7) The Securities and Exchange Com- mission
has granted the Registrant an exemptive
order that permits the Registrant to
enter into deferred compensation
arrangements with its inde- pendent
Trustees. See in the Matter of Capital
Exchange Fund, Inc., Release No. IC-
20671 (November 1, 1994).
(8)(a) Custodian Agreement with Investors Bank Filed as Exhibit (8) to Post-Effective Amendment
& Trust Company dated November 7, 1994. No. 59 and incorporated herein by reference.
(b) Amendment to Custodian Agreement witn Filed as Exhibit (8)(b) to Post-Effective
Investors Bank & Trust Company dated Amendment No. 61 and incorporated herein by
October 23, 1995. reference.
(9)(a) Administrative Services Agreement with Filed as Exhibit (9)(a) to Post-Effective
Eaton Vance Management for EV Amendment No. 59 and incorporated herein by
Traditional Growth Fund. reference.
(b) Administrative Services Agreement with Filed as Exhibit (9)(b) to Post-Effective
Eaton Vance Management for EV Classic Amendment No. 59 and incorporated herein by
Growth Fund. reference.
(c) Administrative Services Agreement with Filed as Exhibit (9)(c) to Post-Effective
Eaton Vance Management for EV Marathon Amendment No. 59 and incorporated herein by
Growth Fund. reference.
(d) Transfer Agency Agreement dated June 7, Filed as Exhibit (9)(d) to Post-Effective
1989. Amendment No. 59 and incorporated herein by
reference.
(e) Amendment to Transfer Agency Agreement Filed as Exhibit (9)(e) to Post-Effective
dated February 1, 1993. Amendment No. 59 and incorporated herein by
reference.
(10) Not Applicable
(11) Consent of Independent Accountants for Filed herewith.
EV Classic Information Age Fund, EV
Marathon Information Age Fund and EV
Traditional Information Age Fund.
(12) Not applicable
(13) Not applicable
(14) (1) Vance, Sanders Profit Sharing Retirement Filed as Exhibit (8)(b)(1) to Post-Effective
Plan for Self-Employed Persons with Amendment No. 28 and incorporated herein by
Adoption Agreement and instructions. reference.
(2) Eaton & Howard, Vance Sanders Defined Filed as Exhibit (14)(2) to Post-Effective
Contribution Prototype Plan and Trust Amendment No. 29 and incorporated herein by
with Adoption Agreements: reference.
(1) Basic Profit-Sharing Retirement
Plan.
(2) Basic Money Purchase Pension Plan.
(3) Thrift 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 Custodian Ac- Filed as Exhibit 18 to Post-Effective Amendment
count (Form 5305A) and Instructions. No. 24 on Form S-5, File #2-22019 and
incorporated herein by reference.
(15)(a) Service Plan dated July 7, 1993 pursuant Filed as Exhibit (15)(a) to Post-Effective
to Rule 12b-1 under the Investment Amendment No. 59 and incorporated herein by
Company Act of 1940 for EV Traditional reference.
Growth Fund.
(b) Distribution Plan pursuant to Rule 12b-1 Filed as Exhibit (15)(b) to Post-Effective
under the Investment Company Act of 1940 Amendment No. 59 and incorporated herein by
for Eaton Vance Greater China Growth reference.
Fund.
(c) Distribution Plan pursuant to Rule 12b-1 Filed as Exhibit (15)(c) to Post-Effective
under the Investment Company Act of 1940 Amendment No. 59 and incorporated herein by for EV
Marathon Greater China Growth reference. Fund dated June 7, 1993.
(d) Distribution Plan pursuant to Rule 12b-1 Filed as Exhibit (15)(d) to Post-Effective
under the Investment Company Act of 1940 Amendment No. 59 and incorporated herein by
for EV Classic Greater China Growth reference.
Fund.
(e) Distribution Plan for EV Classic Growth Filed as Exhibit (15)(e) to Post-Effective
Fund pursuant to Rule 12b-1 under the Amendment No. 59 and incorporated herein by
Investment Company Act of 1940. reference.
(f) Distribution Plan for EV Marathon Growth Filed as Exhibit (15)(f) to Post-Effective
Fund pursuant to Rule 12b-1 under the Amendment No. 59 and incorporated herein by
Investment Company Act of 1940. reference.
(g) Distribution Plan pursuant to Rule 12b-1 Filed as Exhibit (15)(g) to Post-Effective
under the Investment Company Act of Amendment No. 61 and incorporated herein by
1940, for EV Marathon Information Age reference.
Fund.
(h) Distribution Plan pursuant to Rule 12b-1 Filed as Exhibit (15)(h) to Post-Effective
under the Investment Company Act of 1940 Amendment No. 61 and incorporated herein by
for EV Traditional Information Age Fund. reference.
(i) Distribution Plan pursuant to Rule 12b-1 Filed as Exhibit (15)(i) to Post-Effective
under the Investment Company Act of 1940 Amendment No. 59 and incorporated herein by for EV
Marathon Gold & Natural Resources reference.
Fund dated June 19, 1995.
(j) Distribution Plan pursuant to Rule 12b-1 Filed as Exhibit (15)(j) to Post-Effective
under the Investment Company Act of 1940 Amendment No. 61 and incorporated herein by
for EV Classic Information Age Fund. reference.
(k) Form of Distribution Plan pursuant to Filed as Exhibit (15)(k) to Post-Effective
Rule 12b-1 under the Investment Company Amendment No. 62 and incorporated herein by
Act of 1940 for EV Marathon Asian Small reference.
Companies Fund.
(l) Form of Distribution Plan pursuant to Filed as Exhibit (15)(l) to Post-Effective
Rule 12b-1 under the Investment Company Amendment No. 62 and incorporated herein by
Act of 1940 for EV Traditional Asian reference.
Small Companies Fund.
(16) Schedules for Computation of Performance Filed herewith.
Quotations.
(17)(a) Power of Attorney dated August 7, 1995 Filed as Exhibit (17)(a) to Post-Effective
for Eaton Vance Growth Trust. Amendment No. 59 and incorporated herein by
reference.
(b) Power of Attorney dated March 30, 1993 Filed as Exhibit (17)(b) to Post-Effective
for Greater China Growth Portfolio. Amendment No. 59 and incorporated herein by
reference.
(c) Power of Attorney dated August 7, 1995 Filed as Exhibit (17)(c) to Post-Effective
for Growth Portfolio. Amendment No. 59 and incorporated herein by
reference.
(d) Power of Attorney dated June 19, 1995 Filed as Exhibit (17)(d) to Post-Effective
for Information Age Portfolio. Amendment No. 61 and incorporated herein by
reference.
</TABLE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
(2)
NUMBER OF RECORD
(1) HOLDERS AS OF
TITLE OF CLASS FEBRUARY 29, 1996
-------------- -----------------
Shares of beneficial interest without par value
EV Classic Greater China Growth Fund 1,255
EV Marathon Greater China Growth Fund 26,942
EV Traditional Greater China Growth Fund 18,664
EV Classic Growth Fund 28
EV Marathon Growth Fund 277
EV Traditional Growth Fund 10,723
EV Marathon Gold & Natural Resources Fund 933
EV Classic Information Age Fund 31
EV Marathon Information Age Fund 1,321
EV Traditional Information Age Fund 826
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 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 "Investment
Adviser and Administrator" or "Management of the Fund and the Portfolio" 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:
<TABLE>
<CAPTION>
<S> <C>
EV Classic California Municipals Fund EV Classic Pennsylvania Municipals Fund EV
Classic Connecticut Municipals Fund EV Classic Rhode Island Municipals Fund EV
Classic Florida Insured Municipals Fund EV Classic Senior Floating-Rate Fund EV
Classic Florida Limited Maturity EV Classic Strategic Income Fund
Municipals Fund EV Classic Special Equities Fund
EV Classic Florida Municipals Fund EV Classic Stock Fund
EV Classic Government Obligations Fund EV Classic Total Return Fund
EV Classic Greater China Growth Fund EV Marathon Alabama Municipals Fund
EV Classic Growth Fund EV Marathon Arizona Limited Maturity
EV Classic High Income Fund Municipals Fund
EV Classic Information Age Fund EV Marathon Arizona Municipals Fund
EV Classic Investors Fund EV Marathon Arkansas Municipals Fund
EV Classic Massachusetts Limited Maturity EV Marathon California Limited Maturity
Municipals Fund Municipals Fund
EV Classic National Limited Maturity EV Marathon California Municipals Fund
Municipals Fund EV Marathon Colorado Municipals Fund
EV Classic National Municipals Fund EV Marathon Connecticut Limited Maturity
EV Classic New Jersey Municipals Fund Municipals Fund
EV Classic New York Limited Maturity EV Marathon Connecticut Municipals Fund
Municipals Fund EV Marathon Emerging Markets Fund
EV Classic New York Municipals Fund EV Marathon Florida Insured Municipals Fund
<PAGE>
EV Marathon Florida Limited Maturity EV Traditional Alabama Municipals Fund
Municipals Fund EV Traditional Arizona Municipals Fund
EV Marathon Florida Municipals Fund EV Traditional Arkansas Municipals Fund
EV Marathon Georgia Municipals Fund EV Traditional California Limited Maturity
EV Marathon Gold & Natural Resources Fund Municipals Fund
EV Marathon Government Obligations Fund EV Traditional California Municipals Fund
EV Marathon Greater China Growth Fund EV Traditional Colorado Municipals Fund
EV Marathon Greater India Fund EV Traditional Connecticut Limited Maturity
EV Marathon Growth Fund Municipals Fund
EV Marathon Hawaii Municipals Fund EV Traditional Connecticut Municipals Fund
EV Marathon High Income Fund EV Traditional Emerging Markets Fund
EV Marathon High Yield Municipals Fund EV Traditional Florida Insured Municipals Fund
EV Marathon Information Age Fund EV Traditional Florida Limited Maturity
EV Marathon Investors Fund Municipals Fund
EV Marathon Kansas Municipals Fund EV Traditional Florida Municipals Fund
EV Marathon Kentucky Municipals Fund EV Traditional Georgia Municipals Fund
EV Marathon Louisiana Municipals Fund EV Traditional Government Obligations Fund
EV Marathon Maryland Municipals Fund EV Traditional Greater China Growth Fund
EV Marathon Massachusetts Limited Maturity EV Traditional Greater India Fund
Municipals Fund EV Traditional Growth Fund
EV Marathon Massachusetts Municipals Fund EV Traditional Hawaii Municipals Fund
EV Marathon Michigan Limited Maturity EV Traditional High Yield Municipals Fund
Municipals Fund Eaton Vance Income Fund of Boston
EV Marathon Michigan Municipals Fund EV Traditional Information Age Fund
EV Marathon Minnesota Municipals Fund EV Traditional Investors Fund
EV Marathon Mississippi Municipals Fund EV Traditional Kansas Municipals Fund
EV Marathon Missouri Municipals Fund EV Traditional Kentucky Municipals Fund
EV Marathon National Limited Maturity EV Traditional Louisiana Municipals Fund
Municipals Fund EV Traditional Maryland Municipals Fund
EV Marathon National Municipals Fund EV Traditional Massachusetts Municipals Fund
EV Marathon New Jersey Limited Maturity EV Traditional Michigan Limited Maturity
Municipals Fund Municipals Fund
EV Marathon New Jersey Municipals Fund EV Traditional Michigan Municipals Fund
EV Marathon New York Limited Maturity EV Traditional Minnesota Municipals Fund
Municipals Fund EV Traditional Mississippi Municipals Fund
EV Marathon New York Municipals Fund EV Traditional Missouri Municipals Fund
EV Marathon North Carolina Municipals Fund Eaton Vance Municipal Bond Fund L.P.
EV Marathon Ohio Limited Maturity EV Traditional National Limited Maturity
Municipals Fund Municipals Fund
EV Marathon Ohio Municipals Fund EV Traditional National Municipals Fund
EV Marathon Oregon Municipals Fund EV Traditional New Jersey Limited Maturity
EV Marathon Pennsylvania Limited Maturity Municipals Fund
Municipals Fund EV Traditional New Jersey Municipals Fund
EV Marathon Pennsylvania Municipals Fund EV Traditional New York Limited Maturity
EV Marathon Rhode Island Municipals Fund Municipals Fund
EV Marathon Strategic Income Fund EV Traditional New York Municipals Fund
EV Marathon South Carolina Municipals Fund EV Traditional North Carolina Municipals Fund
EV Marathon Special Equities Fund EV Traditional Ohio Limited Maturity
EV Marathon Stock Fund Municipals Fund
EV Marathon Tax-Managed Growth Fund EV Traditional Ohio Municipals Fund
EV Marathon Tennessee Municipals Fund EV Traditional Oregon Municipals Fund
EV Marathon Texas Municipals Fund EV Traditional Pennsylvania Limited Maturity
EV Marathon Total Return Fund Municipals Fund
EV Marathon Virginia Municipals Fund EV Traditional Pennsylvania Municipals Fund
EV Marathon West Virginia Municipals Fund EV Traditional South Carolina Municipals Fund
<PAGE>
EV Traditional Special Equities Fund Eaton Vance Cash Management Fund
EV Traditional Stock Fund Eaton Vance Liquid Assets Trust
EV Traditional Tax-Managed Growth Fund Eaton Vance Money Market Fund
EV Traditional Tennessee Municipals Fund Eaton Vance Prime Rate Reserves
EV Traditional Texas Municipals Fund Eaton Vance Short-Term Treasury Fund
EV Traditional Total Return Fund Eaton Vance Tax Free Reserves
EV Traditional Virginia Municipals Fund Massachusetts Municipal Bond Portfolio
EV Traditional West Virginia Municipals Fund
</TABLE>
(b)
<TABLE>
<CAPTION>
(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
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
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
Brian Jacobs* Senior Vice President None
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
James A. Naughton* Vice President None
James L. O'Connor* Vice President Treasurer
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
David M. Thill Vice President None
126 Albert Drive
Lancaster, New York
Chris Volf Vice President None
6517 Thoroughbred Loop
Odessa, Florida
Sue Wilder Vice President None
141 East 89th Street
New York, New York
<FN>
- ----------
*Address is 24 Federal Street, Boston, MA 02110
</TABLE>
(c) Not applicable
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, 89 South Street, Boston,
MA 02111, and its transfer agent, First Data Investor Services Group, 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
IBT 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 1C8. 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 on behalf of EV
Marathon Asian Small Companies Fund and EV Traditional Asian Small Companies
Fund, using financial statements which need not be certified, within four to six
months from the effective date of Post-Effective Amendment No. 62.
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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and 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
Commonwealth of Massachusetts, on the 22nd day of March, 1996.
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.
SIGNATURE TITLE DATE
--------- ----- ----
President, Principal Executive
/s/ JAMES B. HAWKES Officer and Trustee March 22, 1996
- ----------------------------
JAMES B. HAWKES
Treasurer and Principal
Financial and Accounting
/s/ JAMES L. O'CONNOR Officer March 22, 1996
- ----------------------------
JAMES L. O'CONNOR
DONALD R. DWIGHT* Trustee March 22, 1996
- ----------------------------
DONALD R. DWIGHT
SAMUEL L. HAYES, III* Trustee March 22, 1996
- ----------------------------
SAMUEL L. HAYES, III
NORTON H. REAMER* Trustee March 22, 1996
- ----------------------------
NORTON H. REAMER
JOHN L. THORNDIKE* Trustee March 22, 1996
- ----------------------------
JOHN L. THORNDIKE
JACK L. TREYNOR* Trustee March 22, 1996
- ----------------------------
JACK L. TREYNOR
*Signed by: /s/ H. DAY BRIGHAM, JR.
----------------------
As Attorney-in-fact
<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 Hamilton, Bermuda, on the 21st day of February, 1996.
INFORMATION AGE PORTFOLIO
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.
SIGNATURE TITLE DATE
--------- ----- ----
President, Principal
Executive Officer and
/s/ JAMES B. HAWKES Trustee February 21, 1996
- ----------------------------
JAMES B. HAWKES
Treasurer and Principal
Financial and Accounting
JAMES L. O'CONNOR* Officer February 21, 1996
- ----------------------------
JAMES L. O'CONNOR
DONALD R. DWIGHT* Trustee February 21, 1996
- ----------------------------
DONALD R. DWIGHT
SAMUEL L. HAYES, III* Trustee February 21, 1996
- ----------------------------
SAMUEL L. HAYES, III
NORTON H. REAMER* Trustee February 21, 1996
- ----------------------------
NORTON H. REAMER
JOHN L. THORNDIKE* Trustee February 21, 1996
- ----------------------------
JOHN L. THORNDIKE
JACK L. TREYNOR* Trustee February 21, 1996
- ----------------------------
JACK L. TREYNOR
*By: /s/ JAMES B. HAWKES
-----------------------
As attorney-in-fact
<PAGE>
EXHIBIT INDEX
PAGE IN
SEQUENTIAL
NUMBERING
EXHIBIT NO. DESCRIPTION SYSTEM
- ----------- ----------- ---------
(1)(d) Amendment and Restatement of Establishment
and Designation of Series.
(11) Consent of Independent Accountants for EV
Classic Information Age Fund, EV Marathon
Information Age Fund and EV Traditional
Information Age Fund.
(16) Schedules for Computation of Performance
Quotations.
Exhibit (1)(d)
EATON VANCE GROWTH TRUST
Amendment and Restatement
of
Establishment and Designation of Series of Shares
of Beneficial Interest, Without Par Value
(as amended and restated March 18, 1996)
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 fourteen separate series
("Funds"), each Fund to have the following special and relative rights:
1. The Funds shall be designated as follows:
EV Classic Information Age Fund
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
EV Marathon Asian Small Companies Fund
EV Traditional Asian Small Companies Fund
EV Marathon Global Health Sciences Fund
EV Traditional Global Health Sciences 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.
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.
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: March 18, 1996
/s/ Donald R. Dwight /s/ Samuel L. Hayes, III
------------------------- --------------------------
Donald R. Dwight Samuel L. Hayes, III
/s/ James B. Hawkes /s/ Norton H. Reamer
------------------------- --------------------------
James B. Hawkes Norton H. Reamer
/s/ Jack L. Treynor /s/ John L. Thorndike
------------------------- --------------------------
Jack L. Treynor John L. Thorndike
EXHIBIT 99.11
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Independent
Accountants" in the Statements of Additional Information of EV Classic
Information Age Fund, EV Marathon Information Age Fund and EV Traditional
Information Age Fund in Post-Effective Amendment No. 63 to the Registration
Statement on Form N-1A (1933 Act File Number 2-22019) of Eaton Vance Growth
Trust.
COOPERS & LYBRAND L.L.P.
March 22, 1996
Boston, Massachusetts
<TABLE>
INVESTMENT PERFORMANCE -- EV CLASSIC INFORMATION AGE FUND
The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the period from September 18, 1996 through February 29, 1996. Total return for the period prior to
the commencement of operations is for the Portfolio (or its predecessor) adjusted for the Fund's sales charge.
<CAPTION>
VALUE OF A $1,000 INVESTMENT
VALUE OF VALUE OF
INVESTMENT INVESTMENT TOTAL RETURN TOTAL RETURN
INVESTMENT INVESTMENT BEFORE CDSC AFTER CDSC EXCLUDING SALES CHARGE INCLUDING SALES CHARGE
PERIOD DATE ON 02/29/96 ON 02/29/96 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------- ---------- ----------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
LIFE OF
FUND 09/18/96 $1,062.96 $1,052.96 6.30% NA 5.30% NA
Average annual total return is calculated using the following formula:
n
P(1+T) = ERV
where P = an initial investment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of $1,000 initial investment at the end of the period after
deducting the CDSC *
Cumulative total return is calculated using the following formula:
T = ( ERV / P ) - 1
where T = cumulative total return including the maximum sales charge
ERV = ending redeemable value of $1,000 initial investment at the end of the period after
deducting the CDSC **
P = an initial investment of $1,000
* The average annual total return not including the CDSC is calculated based the ending investment value
before deducting the CDSC.
** The cumulative total return not including the CDSC is calculated based the ending investment value before
deducting the CDSC.
</TABLE>
<PAGE>
<TABLE>
INVESTMENT PERFORMANCE -- EV MARATHON INFORMATION AGE FUND
The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the period from September 18, 1995 through February 29, 1996.
<CAPTION>
VALUE OF A $1,000 INVESTMENT
VALUE OF VALUE OF
INVESTMENT INVESTMENT TOTAL RETURN TOTAL RETURN
INVESTMENT INVESTMENT BEFORE CDSC AFTER CDSC EXCLUDING SALES CHARGE INCLUDING SALES CHARGE
PERIOD DATE ON 02/29/96 ON 02/29/96 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------- ---------- ----------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
LIFE OF
FUND 09/18/95 $1,071.00 $1,021.00 7.10% NA 2.10% NA
Average annual total return is calculated using the following formula:
n
P(1+T) = ERV
where P = an initial investment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of $1,000 initial investment at the end of the period after
deducting the CDSC *
Cumulative total return is calculated using the following formula:
T = ( ERV / P ) - 1
where T = cumulative total return including the maximum sales charge
ERV = ending redeemable value of $1,000 initial investment at the end of the period after
deducting the CDSC **
P = an initial investment of $1,000
* The average annual total return not including the CDSC is calculated based the ending investment value
before deducting the CDSC.
** The cumulative total return not including the CDSC is calculated based the ending investment value before
deducting the CDSC.
</TABLE>
<PAGE>
<TABLE>
INVESTMENT PERFORMANCE -- EV TRADITIONAL INFORMATION AGE FUND
The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the period from September 18, 1995 through February 29, 1996.
<CAPTION>
VALUE OF A $1,000 INVESTMENT
VALUE OF VALUE OF TOTAL RETURN TOTAL RETURN
INVESTMENT INVESTMENT INITIAL INVESTMENT EXCLUDING SALES CHARGE INCLUDING SALES CHARGE
PERIOD DATE INVESTMENT* ON 02/29/96 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------- ---------- ----------- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
LIFE OF
FUND 09/18/95 $952.38 $1,020.95 7.20% NA 2.10% NA
Average annual total return is calculated using the following formula:
n
P(1+T) = ERV
where P = an initial investment of $1,000 **
T = average annual total return
n = number of years
ERV = ending redeemable value of $1,000 initial investment at the end of the period
Cumulative total return is calculated using the following formula:
T = ( ERV / P ) - 1
where T = cumulative total return including the maximum sales charge
ERV = ending redeemable value of $1,000 initial investment at the end of the period
P = an initial investment of $1,000 ***
* Initial investment less the current maximum sales charge of 4.75%.
** The average annual total return including the sales charge is calculated based on an initial investment of $1,000 less the
maximum initial sales charge of 4.75%.
*** The cumulative total return including the sales charge is calculated based on an initial investment of $1,000 less
maximum initial sales charge of 4.75%.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000102816
<NAME> EATON VANCE GROWTH TRUST
<SERIES>
<NUMBER> 10
<NAME> EV CLASSIC INFORMATION AGE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 801
<INVESTMENTS-AT-VALUE> 829
<RECEIVABLES> 5
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 48
<TOTAL-ASSETS> 882
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 53
<TOTAL-LIABILITIES> 53
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 811
<SHARES-COMMON-STOCK> 81
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (1)
<ACCUMULATED-NET-GAINS> (8)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 27
<NET-ASSETS> 829
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 8
<NET-INVESTMENT-INCOME> (8)
<REALIZED-GAINS-CURRENT> (2)
<APPREC-INCREASE-CURRENT> 28
<NET-CHANGE-FROM-OPS> 18
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 85
<NUMBER-OF-SHARES-REDEEMED> (4)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 829
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 8
<AVERAGE-NET-ASSETS> 479
<PER-SHARE-NAV-BEGIN> 10.000
<PER-SHARE-NII> (0.101)
<PER-SHARE-GAIN-APPREC> 0.401
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.300
<EXPENSE-RATIO> 8.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000102816
<NAME> EATON VANCE GROWTH TRUST
<SERIES>
<NUMBER> 8
<NAME> EV MARATHON INFORMATION AGE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 14,914
<INVESTMENTS-AT-VALUE> 15,479
<RECEIVABLES> 288
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 47
<TOTAL-ASSETS> 15,814
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 66
<TOTAL-LIABILITIES> 66
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 15,215
<SHARES-COMMON-STOCK> 1,470
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (34)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 567
<NET-ASSETS> 15,748
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 24
<EXPENSES-NET> 58
<NET-INVESTMENT-INCOME> (34)
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 566
<NET-CHANGE-FROM-OPS> 532
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,540
<NUMBER-OF-SHARES-REDEEMED> (70)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 15,748
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 58
<AVERAGE-NET-ASSETS> 8,929
<PER-SHARE-NAV-BEGIN> 10.000
<PER-SHARE-NII> (0.023)
<PER-SHARE-GAIN-APPREC> 0.733
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.710
<EXPENSE-RATIO>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000102816
<NAME> EATON VANCE GROWTH TRUST
<SERIES>
<NUMBER> 9
<NAME> EV TRADITIONAL INFORMATION AGE FUND
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 9,465
<INVESTMENTS-AT-VALUE> 9,855
<RECEIVABLES> 19
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 46
<TOTAL-ASSETS> 9,920
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 63
<TOTAL-LIABILITIES> 63
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,487
<SHARES-COMMON-STOCK> 919
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (20)
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 390
<NET-ASSETS> 9,857
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 16
<EXPENSES-NET> 36
<NET-INVESTMENT-INCOME> (20)
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 390
<NET-CHANGE-FROM-OPS> 370
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 956
<NUMBER-OF-SHARES-REDEEMED> (136)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 9,857
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 36
<AVERAGE-NET-ASSETS> 5,855
<PER-SHARE-NAV-BEGIN> 10.000
<PER-SHARE-NII> (0.022)
<PER-SHARE-GAIN-APPREC> 0.742
<PER-SHARE-DIVIDEND> 0.000
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 10.720
<EXPENSE-RATIO> 2.82
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000946464
<NAME> INFORMATION AGE PORTFOLIO
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> FEB-29-1996
<INVESTMENTS-AT-COST> 30116
<INVESTMENTS-AT-VALUE> 31246
<RECEIVABLES> 25
<ASSETS-OTHER> 5
<OTHER-ITEMS-ASSETS> 6
<TOTAL-ASSETS> 31282
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1104
<TOTAL-LIABILITIES> 1104
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 29047
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1131
<NET-ASSETS> 30178
<DIVIDEND-INCOME> 55
<INTEREST-INCOME> 98
<OTHER-INCOME> 0
<EXPENSES-NET> 111
<NET-INVESTMENT-INCOME> 42
<REALIZED-GAINS-CURRENT> (9)
<APPREC-INCREASE-CURRENT> 1131
<NET-CHANGE-FROM-OPS> 1164
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 30178
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 57
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 111
<AVERAGE-NET-ASSETS> 16743
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 1.48
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
