EATON VANCE GROWTH TRUST, 485APOS, 1996-02-02

EATON VANCE GROWTH TRUST
485APOS, 1996-02-02

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 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. 62 [X]
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 35 [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 17, 1996
pursuant to paragraph (a)(2) 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.

Asian Small Companies Portfolio has also executed this Registration
Statement.

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

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

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

Part A -- The Prospectuses of:
EV Marathon Asian Small Companies Fund
EV Traditional Asian Small Companies Fund

Part B -- The Statements of Additional Information of:
EV Marathon Asian Small Companies Fund
EV Traditional Asian Small Companies 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 MARATHON ASIAN SMALL COMPANIES FUND
EV TRADITIONAL ASIAN SMALL COMPANIES 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 Performance Information
4. .............. General Description of Registrant The Fund's Investment Objective; The Portfolio's
Investment Opportunities in the Asian Region; How the
Fund and the Portfolio Invest their Assets;
Special Investment Methods and Risk Factors;
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 Objectives;
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; Distribution Plan; Custodian;
Services Independent Certified Public 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
23. .............. Financial Statements Financial Statements
</TABLE>

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

EV MARATHON
ASIAN SMALL COMPANIES FUND
- ------------------------------------------------------------------------------
EV MARATHON ASIAN SMALL COMPANIES FUND (THE "FUND") IS A MUTUAL FUND SEEKING
CAPITAL GROWTH THROUGH PURCHASE OF AN INTEREST IN A SEPARATE INVESTMENT COMPANY
WHICH INVESTS IN SECURITIES OF SMALLER COMPANIES BASED IN ASIA. ACCORDINGLY, THE
FUND INVESTS ITS ASSETS IN ASIAN SMALL COMPANIES PORTFOLIO (THE "PORTFOLIO"), A
DIVERSIFIED OPEN-END INVESTMENT COMPANY HAVING THE SAME INVESTMENT OBJECTIVE AS
THE FUND, RATHER THAN BY DIRECTLY INVESTING IN AND MANAGING ITS OWN PORTFOLIO OF
SECURITIES AS WITH HISTORICALLY STRUCTURED MUTUAL FUNDS. MOST OF THE PORTFOLIO
WILL BE INVESTED IN ASIAN SECURITIES MARKETS, INCLUDING THOSE OF AUSTRALIA,
CHINA, HONG KONG, INDIA, INDONESIA, JAPAN, MALAYSIA, PAKISTAN, THE PHILIPPINES,
SINGAPORE, SOUTH KOREA, SRI LANKA, TAIWAN AND THAILAND. THE FUND IS A SEPARATE
SERIES OF EATON VANCE GROWTH TRUST (THE "TRUST").

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

This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference. A
Statement of Additional Information dated April 17, 1996 for the Fund, 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 (the "Manager"). The
Portfolio's investment adviser is Lloyd George Investment Management (Bermuda)
Limited (the "Adviser"). The principal business address of the Adviser 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>
Shareholder and Fund Expenses ...................... 2 How to Buy Fund Shares ......................... 14
Investment Opportunities in the Asian Region ....... 3 How to Redeem Fund Shares....................... 15
The Fund's Investment Objective .................... 3 Reports to Shareholders ........................ 16
How the Fund and the Portfolio Invest their Assets . 3 The Lifetime Investing Account/Distribution
Special Investment Methods and Risk Factors ........ 4 Options ...................................... 16
Organization of the Fund and the Portfolio ......... 8 The Eaton Vance Exchange Privilege ............. 17
Management of the Fund and the Portfolio ........... 10 Eaton Vance Shareholder Services ............... 18
Distribution Plan .................................. 12 Distributions and Taxes ........................ 19
Valuing Fund Shares ................................ 13 Performance Information ........................ 20
</TABLE>
- ------------------------------------------------------------------------------

PROSPECTUS DATED APRIL 17, 1996
[RED HERRING LEGEND]
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
<PAGE>

<TABLE>
<CAPTION>
SHAREHOLDER AND FUND EXPENSES
- -------------------------------------------------------------------------------------------------------
SHAREHOLDER TRANSACTION EXPENSES
-----------------------------------------------------------------------------------------------------

<S> <C>
Sales Charge 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 Redemption
during the First Seven Years (as a percentage of redemption proceeds
exclusive of all reinvestments and capital appreciation in the account) 5.00% - 0%

<CAPTION>
ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (as a percentage of average daily net assets)
- -------------------------------------------------------------------------------------------------------
<S> <C>
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 0.75%
----
Total Operating Expenses 2.75%
====

<CAPTION>
EXAMPLE 1 YEAR 3 YEARS
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
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: $78 $125
An investor would pay the following expenses on the same investment,
assuming (a) 5% annual return and (b) no redemptions: $28 $ 85
</TABLE>

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. The
Investment Adviser Fee and Other Expenses set out in the table and the
information in the Example is estimated, since the Fund is only recently
organized. The Fund invests exclusively in the Portfolio. The Trustees 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 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 both 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 (see "How to Redeem Fund Shares"), and no such charge is
imposed on exchanges of Fund shares for one or more other funds listed under
"The Eaton Vance Exchange Privilege".

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

INVESTMENT OPPORTUNITIES IN THE ASIAN REGION
- -------------------------------------------------------------------------------
Over the past 20 years the performance of the major Asian securities markets
has generally been better than that of markets in Europe and the United
States. In the past five years, the newly emerging securities markets of the
Asian Region have demonstrated significant growth in market capitalization, in
numbers of listed securities and in the volume of transactions. Over the same
period, the underlying economies of the region have grown against a background
of the high savings rates characteristic of many Asian societies and generally
moderate inflation. There is continuing economic integration among the
countries in the Asian Region.

ASIAN SMALL COMPANIES ARE AN ATTRACTIVE INVESTMENT OPPORTUNITY. Although Asian
securities markets have become progressively more accessible to U.S. investors
through either direct investment or through Asian (or Pacific Basin)
investment companies, obstacles to investing in smaller companies have
remained. Information to research these companies is not easily obtainable.
The Adviser is strategically located in Hong Kong and has substantial
experience with Asian small companies. Also, in many existing Asian mutual
funds, only a small portion of the portfolio is invested in smaller companies.
The Adviser believes that soundly managed smaller companies in the Asian
Region are well positioned to take advantage of the rapid changes in the
underlying economic and social structures that have been taking place over the
past decade. Smaller companies are generally able to react swiftly to changing
trading conditions and the Adviser believes that such companies offer the
potential for high capital growth rates, particularly in a period of economic
recovery. The Adviser believes that smaller Asian Companies offering superior
returns exist in newly created industries, as well as more traditional
economic sectors in expanding markets.

See Appendix A to the Statement of Additional Information for further
information about the economic characteristics of and risks associated with
investing in Asian Region countries.

THE FUND'S INVESTMENT OBJECTIVE
- ------------------------------------------------------------------------------
THE FUND'S INVESTMENT OBJECTIVE IS TO SEEK CAPITAL GROWTH. The Fund seeks to
meet its investment objective by investing its assets in the Asian Small
Companies Portfolio (the "Portfolio"), a separate registered investment
company which invests primarily in equity securities of smaller companies
based in Asia. Most of the Portfolio's assets will be invested in securities
markets in the Asian region, including Australia, China, Hong Kong, India,
Indonesia, Japan, Malaysia, Pakistan, the Philippines, Singapore, South Korea,
Sri Lanka, Taiwan and Thailand. (collectively, the "Asian Region").

The Fund is intended for long-term investors and is not intended to be a
complete investment program. A prospective investor should take into account
personal objectives and other investments when considering the purchase of
Fund shares. The Fund cannot assure achievement of its investment objective.
See "How the Fund and the Portfolio Invest their Assets" for further
information. The investment objective of the Fund and the Portfolio are
nonfundamental. See "Organization of the Fund and the Portfolio -- Special
Information on the Fund/Portfolio Investment Structure" for further
information. Asian Region investments may offer higher potential for gains and
losses than investments in the United States. See "Special Investment Methods
and Risk Factors" for further information.

HOW THE FUND AND THE PORTFOLIO INVEST THEIR ASSETS
- ------------------------------------------------------------------------------
THE PORTFOLIO SEEKS TO ACHIEVE ITS OBJECTIVE THROUGH INVESTING IN A CAREFULLY
SELECTED AND CONTINUOUSLY MANAGED PORTFOLIO CONSISTING PRIMARILY OF EQUITY
SECURITIES OF SMALLER COMPANIES BASED IN ASIA. Most of the Portfolio's assets
will be invested in Asian securities markets. The Adviser will consider
companies that it believes have all or most of the following characteristics:
sound and well-established management; producers of goods or services for
which a clear, continuing and long-term demand can be identified within the
context of national, regional and global development; a history of earnings
growth; financial strength; a consistent or progressive dividend policy; and
under valued securities.

The Portfolio will, under normal market conditions, invest at least 65% of its
total assets in equity securities of Asian small companies. Such companies
will (a) have a market capitalization equivalent to less than $600 million and
(b) be located in or have securities which are principally traded in an Asian
Region country. Such securities are typically listed on stock exchanges or
traded in the over-the-counter markets in countries in the Asian Region. In
addition, the Portfolio may invest up to 10% of its total assets in direct
investments. The principal offices of these companies, however, may be located
outside these countries. The Portfolio may invest 25% or more of its total
assets in the securities of issuers located in any one country, and may retain
securities of a company with market capitalization that grows over the $600
million level.

Equity securities, for purposes of the 65% policy, will be limited to 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 the ownership by
foreign investors to certain classes of equity securities; convertible
preferred stocks; and other convertible investment grade debt instruments. A
debt security is investment grade if it is rated BBB or above by Standard &
Poor's Ratings Group ("S&P") or Baa or above by Moody's Investors Service,
Inc. ("Moody's") or determined to be of comparable quality by the Adviser.
Debt securities rated BBB by S&P or Baa by Moody's have speculative
characteristics and changes in economic conditions or other circumstances are
more likely to lead to a weakened capacity to make principal and interest
payments than is the case with higher grade debt securities. The Portfolio
will consider disposition of any convertible debt instrument which is rated or
determined by the Adviser to be below investment grade subsequent to
acquisition by the Portfolio.

In addition to its investments in equity securities, the Portfolio may invest
up to 5% of its net assets in options on equity securities and up to 5% of its
net assets in warrants, including options and warrants traded in over-the-
counter markets. The Portfolio will not, under normal market conditions,
invest more than 35% of its total assets in equity securities other than Asian
small company investments, warrants, options on securities and indices,
options on currency, futures contracts and options on futures, forward foreign
currency exchange contracts, currency swaps and any other non-equity
investments. See "Special Investment Methods and Risk Factors" below and the
Fund's Statement of Additional Information for a description of certain active
management techniques available to the Portfolio. The Portfolio will not
invest in debt securities, other than investment grade convertible debt
instruments.

The Portfolio may, for temporary defensive purposes, invest some or all of its
total assets 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 denominated in U.S. dollars or a foreign
currency.

SPECIAL INVESTMENT METHODS AND RISK FACTORS
- ------------------------------------------------------------------------------
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 or exchange control regulations, application
of foreign tax laws, including withholding taxes, changes in governmental
administration or economic or monetary policy (in this country or abroad) or
changed circumstances in dealings between nations. Because investment in Asian
companies will usually involve currencies of foreign countries, the value of
assets of the Portfolio as measured by U.S. dollars may be adversely affected
by changes in 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 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. Transactions in the securities of foreign issuers
could be subject to settlement delays.

More than 25% of the Portfolio's total assets, adjusted to reflect currency
transactions and positions, may be denominated in any single currency.
Concentration in a particular currency will increase the Portfolio's exposure
to adverse developments affecting the value of such currency. An issuer of
securities purchased by the Portfolio may be domiciled in a country other than
the country in whose currency the securities are denominated.

Since the Portfolio will, under normal market conditions, invest at least 65%
of its total assets in small companies based in Asia, its investment
performance will be especially affected by events affecting Asian Region
companies. The value and liquidity of investments may be affected favorably or
unfavorably by political, economic, fiscal, regulatory or other developments
in the Asian Region or neighboring regions. The extent of economic
development, political stability and market depth of different countries in
the Asian Region varies widely. Certain countries, including China,
Indonesia, Malaysia, the Philippines and Thailand, are either comparatively
underdeveloped or in the process of becoming developed. Asian investments
typically involve greater potential for gain or loss than investments in
securities of issuers in developed countries. In comparison to the United
States and other developed countries, such as Japan, developing countries may
have relatively unstable governments and economies based on only a few
industries. Given the Portfolio's investments, the Portfolio will likely be
particularly sensitive to changes in the economies of such countries as the
result of any reversals of economic liberalization, political unrest or
changes in trading status.

SECURITIES TRADING MARKETS. The securities markets in the Asian Region are
substantially smaller, less liquid and more volatile than the major securities
markets in the United States. A high proportion of the shares of many issuers
may be held by a limited number of persons and financial institutions, which
may limit the number of shares available for investment by the Portfolio. The
prices at which the Portfolio may acquire investments may be affected by
trading by persons with material non-public information and by securities
transactions by brokers in anticipation of transactions by the Portfolio in
particular securities. Similarly, volume and liquidity in the bond markets in
the Asian Region are less than in the United States and, at times, price
volatility can be greater than in the United States. The limited liquidity of
these securities markets may also affect the Portfolio's ability to acquire or
dispose of securities at the price and time it wishes to do so. In addition,
Asian Region securities markets are susceptible to being influenced by large
investors trading significant blocks of securities. All of these risks are
heightened when securities of smaller companies are involved.

The stock markets in the Asian Region are undergoing a period of growth and
change which may result in trading volatility and difficulties in the
settlement and recording of transactions, and in interpreting and applying the
relevant law and regulations. The securities industry in these countries are
comparatively underdeveloped, and stockbrokers and other intermediaries may
not perform as well as their counterparts in the United States and other more
developed securities markets. Securities settlements in some countries, such
as India, are subject to the risk of loss.

ASIAN COUNTRY CONSIDERATIONS. Political and economic structures in many Asian
countries are undergoing significant evolution and rapid development, and such
countries may lack the social, political and economic stability characteristic
of the United States. Certain of such countries have, in the past, failed to
recognize private property rights and have at times nationalized or
expropriated the assets of private companies. As a result, the risks described
above, including the risks of nationalization or expropriation of assets, may
be heightened. In addition, unanticipated political or social developments may
affect the values of the Portfolio's investments in those countries and the
availability to the Portfolio of additional investments in those countries.

The laws of countries in the region relating to limited liability of corporate
shareholders, fiduciary duties of officers and directors, and the bankruptcy
of state enterprises are generally less well developed than or different from
such laws in the United States. It may be more difficult to obtain a judgement
in the courts of these countries than it is in the United States. Monsoons and
natural disasters also can affect the value of Portfolio investments.

Economies of countries in the Asian Region may differ favorably or unfavorably
from the U.S. economy in such respects as rate of growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency
and balance of payments position. As export-driven economies, the economies of
many countries in the Asian Region are affected by developments in the
economies of their principal trading partners. For example revocation by the
United States of China's "Most Favored Nation" trading status, which the U.S.
President and Congress reconsider annually, would adversely affect the trade
and economic development of China and Hong Kong.

The Fund and the Portfolio each intend to conduct its respective affairs in
such a manner to avoid taxation. Nevertheless, certain countries may require
withholding on dividends paid on portfolio securities and on realized capital
gains. In the past, these taxes have sometimes been substantial. There can be
no assurance that in the future the Portfolio will be able to repatriate its
income, gains or initial capital from these countries.

DIRECT INVESTMENTS AND SMALLER COMPANIES. The Portfolio may invest up to 10%
of its total assets in direct investments in smaller companies based in Asia.
Direct investments include (i) the private purchase from an enterprise of an
equity interest in the enterprise in the form of shares of common stock or
equity interests in trusts, partnerships, joint ventures or similar
enterprises, and (ii) the purchase of such an equity interest in an enterprise
from a principal investor in the enterprise. In each case, the Portfolio will,
at the time of making the investment, enter into a shareholder or similar
agreement with the enterprise and one or more other holders of equity
interests in the enterprise. The Adviser anticipates that these agreements
will, in appropriate circumstances, provide the Portfolio with the ability to
appoint a representative to the board of directors or similar body of the
enterprise and for eventual disposition of the Portfolio's investment in the
enterprise. Such a representative of the Portfolio will be expected to provide
the Portfolio with the ability to monitor its investment and protect its
rights in the investment and will not be appointed for the purpose of
exercising management or control of the enterprise.

The Portfolio's investments will include investments in smaller, less seasoned
companies for which there is less publicly available information than larger,
more established companies. These companies may have limited product lines,
markets or financial resources, or they may be dependent on a limited
management group. Investments in smaller companies may involve a high degree
of business and financial risk that can result in substantial losses. Because
of the absence of any public trading market for some of these investments, the
Portfolio may take longer to liquidate these positions than would be the case
for publicly traded securities. Although these securities may be resold in
privately negotiated transactions, the prices on these sales could be less
than those originally paid by the Portfolio. Furthermore, issuers whose
securities are not publicly traded may not be subject to investor protection
requirements applicable to publicly traded securities. If such securities are
required to be registered under the securities laws of one or more
jurisdictions before being resold, the Portfolio may be required to bear the
expenses of registration. In addition, in the event the Portfolio sells
unlisted securities, any capital gains realized on such transactions may be
subject to higher rates of taxation than taxes payable on the sale of listed
securities.

OTHER INVESTMENT PRACTICES. The Portfolio may engage in the following
investment practices, some of which may derive their value from another
instrument, security or index. 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.

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

The Portfolio may purchase call and put options on any securities in which the
Portfolio may invest or options on any securities index composed of securities
in which the Portfolio may invest. The Portfolio does not intend to write a
covered option on any security if after such transaction more than 15% of its
net assets, as measured by the aggregate value of the securities underlying
all covered calls and puts written by the Portfolio, would be subject to such
options. The Portfolio does not intend to purchase an option on any security
if, after such transaction, more than 5% of its net assets, as measured by the
aggregate of all premiums paid for all such options held by the Portfolio,
would be so invested.

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

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

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 the Adviser is incorrect
in its forecasts of market values and currency exchange rates, the Portfolio's
performance will be adversely affected.

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

REPURCHASE AGREEMENTS. The Portfolio may enter into repurchase agreements with
respect to its permitted investments, but currently intends to do so only with
member banks of the Federal Reserve System or with primary dealers in U.S.
Government securities. In the event of the bankruptcy of the other party to a
repurchase agreement, the Portfolio might experience delays in recovering its
cash. To the extent that, in the meantime, the value of the securities the
Portfolio purchased may have decreased, the Portfolio could experience a loss.

OTHER INVESTMENT COMPANIES. The Portfolio reserves the right to invest up to
10% of its total assets, calculated at the time of purchase, in the securities
of other investment companies unaffiliated with the Adviser or the Manager
that have the characteristics of closed-end investment companies. The
Portfolio may not invest more than 5% of its total assets in the securities of
any one investment company or acquire more than 3% of the voting securities of
any other investment company. The Portfolio will indirectly bear its
proportionate share of any management fees paid by investment companies in
which it invests in addition to he 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.

PORTFOLIO TURNOVER. While it is the policy of the Portfolio to seek long-term
capital appreciation, and generally not to engage in trading for short-term
gains, the Portfolio will effect portfolio transactions without regard to its
holding period if, in the judgment of the Adviser, such transactions are
advisable in light of a change in circumstances of a particular company or
within a particular industry, or in light of general market, economic or
political conditions. Accordingly, the Portfolio may engage in short-term
trading under such circumstances. Portfolio expenses increase with turnover of
securities. It is anticipated that the annual portfolio turnover rate of the
Portfolio will be not more than 100%.

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

Except for the fundamental investment restrictions and policies specifically
identified above and those 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.

As a matter of nonfundamental policy, neither the Fund nor the Portfolio (i)
may purchase any securities if, at the time of such purchase, permitted
borrowings exceed 5% of the value of its total assets, or (ii) may invest more
than 15% of its net assets in over-the-counter options, repurchase agreements
maturing in more than seven days and other illiquid securities.

Under the 1940 Act and the rules promulgated thereunder, the Portfolio's
investments in the securities of any company that, in its most recent fiscal
year, derived more than 15% of its gross revenues from securities-related
activities is limited to 5% of any class of the issuer's equity securities and
10% of the outstanding principal amount of the issuer's debt securities,
provided that the Portfolio's aggregate investments in the securities of any
such issuer do not exceed 5% of the Portfolio's total assets. Some of the
companies available for investment in the Asian Region, including enterprises
being privatized by such countries, may be financial services businesses that
engage in securities-related activities. The Portfolio's ability to invest in
such enterprises may thus be limited.

ORGANIZATION OF THE FUND AND THE PORTFOLIO
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THE FUND IS A DIVERSIFIED SERIES OF EATON VANCE GROWTH TRUST (THE "TRUST"), A
BUSINESS TRUST ESTABLISHED UNDER MASSACHUSETTS LAW PURSUANT TO A DECLARATION
OF TRUST DATED MAY 25, 1989, AS AMENDED, AND IS THE SUCCESSOR TO A
MASSACHUSETTS CORPORATION WHICH COMMENCED ITS INVESTMENT COMPANY OPERATIONS IN
1954. THE TRUST IS A MUTUAL FUND -- AN OPEN-END MANAGEMENT INVESTMENT COMPANY.
The Trustees of the Trust are responsible for the overall management and
supervision of its affairs. The Trust may issue an unlimited number of shares
of beneficial interest (no par value per share) in one or more series and
because the Trust can offer separate series (such as the Fund) it is known as
a "series company". Each share represents an equal proportionate beneficial
interest in the Fund. When issued and outstanding, the shares are fully paid
and nonassessable by the Trust and redeemable as described under "How to
Redeem Fund Shares." Shareholders are entitled to one vote for each full share
held. Fractional shares may be voted proportionately. Shares have no
preemptive or conversion rights and are freely transferable. In the event of
the liquidation of the Fund, shareholders are entitled to share pro rata in
the net assets of the Fund available for distribution to shareholders.

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

SPECIAL INFORMATION ON THE FUND/PORTFOLIO INVESTMENT STRUCTURE. An investor in
the Fund should be aware that the Fund, unlike mutual funds which directly
acquire and manage their own portfolios of securities, seeks to achieve its
investment objective by investing its assets in an interest in the Portfolio
(although the Fund may temporarily hold a de minimus amount of cash), which is
a separate investment company with an identical investment objective.
Therefore, the Fund's interest in the 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 "The Fund's Investment Objective", "How the
Fund and the Portfolio Invest their Assets" and "Special Investment Methods
and Risk Factors." Further information regarding investment practices 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 the availability of 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 a larger investor 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, a 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 such 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 the Trustees of the
Trust and the Trustees of the Portfolio are the same. Such procedures require
each Board to take actions 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 each of the Trust and the Portfolio, see the Statement of
Additional Information.

MANAGEMENT OF THE FUND AND THE PORTFOLIO
- ------------------------------------------------------------------------------
EATON VANCE MANAGEMENT ("EATON VANCE") ACTS AS THE SPONSOR AND MANAGER OF THE
FUND AND THE ADMINISTRATOR OF THE PORTFOLIO. THE PORTFOLIO HAS ENGAGED LLOYD
GEORGE INVESTMENT MANAGEMENT (BERMUDA) LIMITED (THE "ADVISER") AS ITS
INVESTMENT ADVISER. The Adviser, acting under the general supervision of the
Portfolio's Trustees, manages the Portfolio's investments and affairs. The
Portfolio is co-managed by Robert Lloyd George and Scobie Dickinson Ward.

The Adviser is registered as an investment adviser with the Securities and
Exchange Commission (the "Commission"). The Adviser is a subsidiary of Lloyd
George Management (B.V.I.) Limited ("LGM"). LGM and its subsidiaries act as
investment adviser to various individual and institutional clients with total
assets under management of more than $1 billion. Eaton Vance's parent, Eaton
Vance Corp., owns 24% of the Class A shares issued by LGM.

LGM was established in 1991 to provide investment management services with
respect to equity securities of companies trading in Asian securities markets,
especially those of emerging markets. LGM currently manages Pacific Basin and
Asian portfolios for both private clients and institutional investors seeking
long-term capital growth. LGM's core investment team consists of nine
experienced investment professionals, based in Hong Kong, who have worked
together over a number of years successfully managing client portfolios in
Pacific Basin and Asian stock markets. LGM also has offices in Bombay, India
and London, England. The team has a unique knowledge of, and experience with,
Pacific Basin and Asian emerging markets. LGM is ultimately controlled by the
Hon. Robert J.D. Lloyd George, President and Trustee of the Portfolio and
Chairman and Chief Executive Officer of the Adviser. LGM's only activity is
portfolio management.

LGM and the Adviser have adopted a disciplined 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, LGM and the Adviser maintain a network of international
contacts in order to monitor international economic and stock market trends
and offer clients a global management service.

THE HONOURABLE ROBERT LLOYD GEORGE. Chairman. 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. Previously, he spent four years with
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).

WILLIAM WALTER RALEIGH KERR. Finance Director and Chief Operating
Officer. Born in 1950 and educated at Ampleforth and Oxford. Mr. Kerr
qualified as a Chartered Accountant at Thomson McLintock & Co. before joining
The Oldham Estate Company plc as Financial Controller. Prior to joining LGM,
Mr. Kerr was a Director of Banque Indosuez's corporate finance subsidiary,
Financiere Indosuez Limited, in London. Prior to that Mr. Kerr worked for
First Chicago Limited.

SCOBIE DICKINSON WARD. Director. Born in 1966 and a cum laude graduate of both
Phillips Academy Andover, and Harvard College. Mr. Ward joined Indosuez Asia
Investment Services in 1989, where he managed the $100 million Himalayan Fund,
and the Indosuez Tasman Fund, investing in Australia and New Zealand. Messrs.
Ward and Lloyd George manage Eaton Vance's Emerging Markets Portfolio and
South Asia Portfolio (which invests in India and the Indian subcontinent).

M. F. TANG. Director. Born in 1946 and educated in Hong Kong. Mr. Tang is a
Fellow of the Chartered Association of Certified Accountants. Mr. Tang joined
LGM having worked for Australian Mutual Provident Society in Sydney where he
was a Portfolio Manager responsible for Asian Equities. Prior thereto Mr. Tang
worked for Barclays Australia Investment Services Ltd. From 1978 to 1986 Mr.
Tang worked for Barings International Investment Management and prior to that
he spent six years with Peat Marwick Mitchell & Co. Mr. Tang is fluent in the
Cantonese and Mandarin dialects of the Chinese language.

PAMELA CHAN. Director. Born in Hong Kong in 1957 and graduated from Mills
College in Oakland, California. She was an investment executive for Jardine
Fleming from 1982-1984 before moving to Australia where she worked as a Fund
Manager for Rothschild and Aetna. She joined Sun Life Assurance Society PLC in
England in 1987 where she was the head of South East Asian Equities and a
Director. She joined LGM in April 1994 where she is a portfolio manager and a
member of the Pension Management Committee.

ADALINE MANG-YEE KO. Director. Born in 1943 and educated at University of
Birmingham, England and at London Business School where she received her MBA.
Ms. Ko has over 13 years experience working with Far East Asian equities. From
1982-1988, she worked at Save & Prosper Group Ltd. as an investment manager.
In 1988, Ms. Ko transferred to Robert Fleming & Co. Ltd. In 1990, she was
promoted to Director of Fleming Investment Management Ltd. In 1992, she was
promoted to Head of the Pacific Region Portfolios Group where she supervised a
team of 5 with responsibility for over $1.5 billion in assets under
management. Ms. Ko joined LGM in 1995.

Under its investment advisory agreement with the Portfolio, the Adviser
receives a monthly advisory fee of 0.0625% (equivalent to 0.75% annually) of
the average daily net assets of the Portfolio up to $500 million, which fee
declines at intervals above $500 million.

The Adviser also furnishes for the use of the Portfolio office space and all
necessary office facilities, equipment and personnel for servicing the
investments of the Portfolio. The Adviser places the portfolio securities
transactions of the Portfolio with many broker-dealer firms and uses its 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, the Adviser may consider sales of shares of the Fund
as a factor in the selection of firms to execute portfolio transactions.

EATON VANCE, ITS AFFILIATES AND ITS PREDECESSOR COMPANIES HAVE BEEN MANAGING
ASSETS OF INDIVIDUALS AND INSTITUTIONS SINCE 1924 AND MANAGING INVESTMENT
COMPANIES SINCE 1931. EATON VANCE ACTS AS INVESTMENT ADVISER TO INVESTMENT
COMPANIES AND VARIOUS INDIVIDUAL AND INSTITUTIONAL CLIENTS WITH ASSETS UNDER
MANAGEMENT OF APPROXIMATELY $16 BILLION. Eaton Vance is a wholly-owned
subsidiary of Eaton Vance Corp., a publicly held holding company. Eaton Vance
Corp., through its subsidiaries and affiliates, engages in investment
management and marketing activities, oil and gas operations, real estate
investment, consulting and management, and development of precious metals
properties. Eaton Vance Corp. also owns 24% of the Class A shares issued by
LGM.

Eaton Vance, acting under the general supervision of the Boards of Trustees of
the Trust and the Portfolio, 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 Adviser 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 does not provide any investment management or advisory
services to the Portfolio or the Fund. 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.

Under its management contract with the Fund, Eaton Vance receives a monthly
fee in the amount of 1/48 of 1% (equal to 0.25% annually) of the average
daily net assets of the Fund up to $500 million, which fee declines at
intervals above $500 million. In addition, under its administration agreement
with the Portfolio, Eaton Vance receives a monthly fee in the amount of 1/48
of 1% (equal to 0.25% annually) of the average daily net assets of the
Portfolio up to $500 million, which fee declines at intervals above $500
million. The combined 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 the
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 the Portfolio
and the Fund, 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; expenses of acquiring, holding and disposing
of securities and other investments; fees and expenses of registering under
the securities laws and governmental fees; expenses of reporting 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 the Adviser or Eaton
Vance; and investment advisory, management and administration fees. The
Portfolio or the Fund, as the case may be, will also each bear expenses
incurred in connection with litigation in which the Portfolio or the Fund, 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 INVESTMENT COMPANY ACT OF 1940
(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 (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. Accordingly, 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 and all
amounts theretofore paid to the Principal Underwriter by the Adviser in
consideration of the former's distribution efforts. The Eaton Vance
organization may be considered to have realized a profit under the Fund's 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 and from the Adviser
in consideration of the distribution efforts, 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 commissions attributable to a sale of Fund shares to be
accrued and paid by the Fund to the Principal Underwriter in fiscal years
subsequent to the year in which such shares were sold. This spreading of sales
commissions payments under the Plan over an extended period would result in
the incurrence and payment of increased distribution fees under the Plan.

THE PLAN ALSO AUTHORIZES THE FUND TO MAKE PAYMENTS OF SERVICE FEES TO THE
PRINCIPAL UNDERWRITER, AUTHORIZED FIRMS AND OTHER PERSONS IN AMOUNTS NOT
EXCEEDING .25% OF THE FUND'S AVERAGE DAILY NET ASSETS FOR EACH FISCAL YEAR.
The Trustees of the Trust have initially implemented the 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 for each fiscal year based on the value of
Fund shares sold by such persons and remaining outstanding for at least twelve
months. 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 accruing for
its service fee payments during the quarter ending June 30, 1997.

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.

Distribution of Fund shares by the Principal Underwriter will also be
encouraged by the payment by the Adviser to the Principal Underwriter of
amounts equivalent to .15% of the Fund's annual average daily net assets. Such
payments will be made from the Adviser's own resources, not Fund assets. The
aggregate amounts of such payments are a deduction in calculating the
outstanding Uncovered Distribution Charges of the Principal Underwriter under
the Plan and, therefore, will benefit Fund shareholders when such charges
exist. Such payments will be made in consideration of the Principal
Underwriter's distribution efforts.

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 its custodian, Investors Bank & Trust Company ("IBT")
(as agent for the Fund) in the manner authorized by the Trustees of the Trust.
Net asset value is computed by dividing the value of the Fund's total assets,
less its liabilities, by the number of 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 (as custodian and 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.

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 available
price. 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 Asian Small Companies Fund

IN THE CASE OF PHYSICAL DELIVERY:

Investors Bank & Trust Company
Attention: EV Marathon Asian Small Companies 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 to IBT. Eaton
Vance reserves the right to reject any securities. Exchanging securities for
Fund shares may create a taxable gain or loss. Each investor should consult
his or her tax adviser with respect to the particular federal, state and local
tax consequences of exchanging securities for Fund shares.

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

HOW TO REDEEM FUND SHARES
- ------------------------------------------------------------------------------
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 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
applicable contingent deferred sales charge (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 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 Fund 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. Thus, an investor making an initial investment of $1,000
would not be able to redeem shares without being subject to this policy.
However, no such redemption would be required by the Fund if the cause of the
low account balance was a reduction in the net asset value of Fund shares. No
contingent deferred sales charge will be imposed with respect to such
involuntary redemptions.

CONTINGENT DEFERRED SALES CHARGE. Shares redeemed within the first six years
of their purchase (except shares acquired through the reinvestment of
distributions) generally will be subject to a contingent deferred sales
charge. A 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, in value of all 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:

CONTINGENT
DEFERRED
YEAR OF REDEMPTION 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
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 exchanged shares.

No contingent deferred sales charge will be imposed on shares of the Fund
which have been sold to Eaton Vance, 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
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".

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 its
shareholders with information necessary for preparing federal and state income
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
ALSO PERMITS A SHAREHOLDER TO MAKE ADDITIONAL INVESTMENTS 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
also 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 account 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 the 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 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 a 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 a 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 (except Eaton Vance Prime
Rate Reserves) or Eaton Vance Money Market Fund, which are distributed with 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 contingent deferred sales charge schedule
applicable to the shares at the time of purchase will apply and the purchase
of shares acquired in one or more exchanges is deemed to have occurred at the
time of the original purchase of the exchanged shares. For the contingent
deferred sales charge schedule applicable to the Eaton Vance Marathon Group of
Funds (except EV Marathon Strategic Income Fund and Class I shares of any EV
Marathon Limited Maturity Fund), see "How to Redeem Fund Shares." The
contingent deferred sales charge schedule applicable to EV Marathon Strategic
Income Fund and Class I shares of any EV Marathon Limited Maturity Fund is 3%,
2.5%, 2% or 1% in the event of a redemption occurring in the first, second,
third or fourth year, respectively, after the original share purchase.

Shares of 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 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 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 the EV
Marathon Asian Small Companies 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 a
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 next
determined net asset value following timely receipt of a written purchase
order by the Principal Underwriter or by the Fund (or by the Fund's Transfer
Agent). To the extent that any shares 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. It is the present policy of the Fund 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 allocated by the
Portfolio to the Fund, if any (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 per share net asset value as of the close of business on
the record date.

The Fund's 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. The Fund anticipates that for
Federal tax purposes the entire distribution will constitute ordinary income
to the shareholders. Shareholders reinvesting such distributions should treat
the entire amount of the distribution as the tax basis of the additional
shares acquired by reason of such reinvestment.

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 additional shares of the Fund, 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 which are declared by the Fund in October, November or
December and paid the following January will be reportable by 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 relating to the sources of its income, the
distribution of its income, and the diversification of its assets. 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 (possibly including, in some cases, capital gains) realized by the
Portfolio from certain instruments 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 treated 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 the Fund's 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 shareholder's
proportionate share of such taxes. Availability of foreign tax credits or
deductions for shareholders is subject to certain additional restrictions and
limitations under the Code.

Shareholders will receive annually one or more Forms 1099 to assist in the
preparation of their federal and state income 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 of $1,000 invested at the maximum public offering price (net
asset value) by the average annual compounded rate of return (including
capital appreciation/depreciation, and dividends and distributions paid and
reinvested) for the stated period and annualizing the result. The average
annual total return calculation assumes a complete redemption of the
investment and the deduction of any contingent deferred sales charge at the
end of the period. The Fund may also publish annual and cumulative total
return figures from time to time. The Fund may use such total return figures,
together with comparisons with the Consumer Price Index, various domestic and
foreign securities indices and performance studies prepared by independent
organizations, in advertisements and in information furnished to present or
prospective shareholders. The Fund may also 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 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.

<PAGE>

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Mutual Funds

EV MARATHON
ASIAN SMALL
COMPANIES FUND

PROSPECTUS
APRIL 17, 1996

EV MARATHON ASIAN
SMALL COMPANIES FUND
24 FEDERAL STREET
BOSTON, MA 02110

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SPONSOR AND MANAGER OF EV MARATHON ASIAN SMALL COMPANIES FUND
Administrator of Asian Small Companies Portfolio
Eaton Vance Management, 24 Federal Street, Boston, MA 02110

ADVISER OF ASIAN SMALL COMPANIES PORTFOLIO
Lloyd George Investment Management (Bermuda) Limited, 3808 One Exchange Square,
Central, Hong Kong

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

CUSTODIAN
Investors Bank & Trust Company, 89 South Street, Boston, MA 02111

TRANSFER AGENT
First Data Investor Services Group, BOS725, P.O. Box 1559, Boston, MA 02104
(800) 262-1122

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

M-CGP
<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

EV TRADITIONAL
ASIAN SMALL COMPANIES FUND
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EV TRADITIONAL ASIAN SMALL COMPANIES FUND (THE "FUND") IS A MUTUAL FUND SEEKING
CAPITAL GROWTH THROUGH PURCHASE OF AN INTEREST IN A SEPARATE INVESTMENT COMPANY
WHICH INVESTS IN SECURITIES OF SMALLER COMPANIES BASED IN ASIA. ACCORDINGLY, THE
FUND INVESTS ITS ASSETS IN ASIAN SMALL COMPANIES PORTFOLIO (THE "PORTFOLIO"), A
DIVERSIFIED OPEN-END INVESTMENT COMPANY HAVING THE SAME INVESTMENT OBJECTIVE AS
THE FUND, RATHER THAN BY DIRECTLY INVESTING IN AND MANAGING ITS OWN PORTFOLIO OF
SECURITIES AS WITH HISTORICALLY STRUCTURED MUTUAL FUNDS. MOST OF THE PORTFOLIO
WILL BE INVESTED IN ASIAN SECURITIES MARKETS, INCLUDING THOSE OF AUSTRALIA,
CHINA, HONG KONG, INDIA, INDONESIA, JAPAN, MALAYSIA, PAKISTAN, THE PHILIPPINES,
SINGAPORE, SOUTH KOREA, SRI LANKA, TAIWAN AND THAILAND. THE FUND IS A SEPARATE
SERIES OF EATON VANCE GROWTH TRUST (THE "TRUST").

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

This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference. A
Statement of Additional Information dated April 17, 1996 for the Fund, 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 (the "Manager"). The
Portfolio's investment adviser is Lloyd George Investment Management (Bermuda)
Limited (the "Adviser"). The principal business address of the Adviser is 3808
One Exchange Square, Central, Hong Kong.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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<TABLE>
<CAPTION>
PAGE PAGE
<S> <C>
Shareholder and Fund Expenses ...................... 2 How to Buy Fund Shares ......................... 13
Investment Opportunities in the Asian Region ....... 3 How to Redeem Fund Shares....................... 15
The Fund's Investment Objective .................... 3 Reports to Shareholders ........................ 16
How the Fund and the Portfolio Invest their Assets . 3 The Lifetime Investing Account/Distribution
Special Investment Methods and Risk Factors ........ 4 Options ...................................... 16
Organization of the Fund and the Portfolio ......... 8 The Eaton Vance Exchange Privilege ............. 17
Management of the Fund and the Portfolio ........... 10 Eaton Vance Shareholder Services ............... 18
Distribution Plan .................................. 12 Distributions and Taxes ........................ 19
Valuing Fund Shares ................................ 12 Performance Information ........................ 20
</TABLE>
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PROSPECTUS DATED APRIL 17, 1996
[RED HERRING LEGEND]
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.

<PAGE>

SHAREHOLDER AND FUND EXPENSES
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<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
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<S> <C>
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

<CAPTION>
ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (as a percentage of average daily net assets)
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<S> <C>
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 0.75%
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Total Operating Expenses 2.50%
====

<CAPTION>
EXAMPLE 1 YEAR 3 YEARS
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<S> <C> <C>
An investor 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: $72 $122
</TABLE>

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. The Investment
Adviser Fee and Other Expenses set out in the table and the information in the
Example is estimated, since the Fund is only recently organized. The Fund
invests exclusively in the Portfolio. The Trustees believe that the aggregate
per share expenses of the Fund and the Portfolio should approximate, and over
time may 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 both 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".

If shares were purchased at net asset value with no initial sales 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 contingent deferred sales charge of
0.50% will be imposed on such redemption. See "How to Buy Fund Shares", "How to
Redeem Fund Shares" and "Eaton Vance Shareholder Services". Other investment
companies and investors with different distribution arrangements are investing
in the Portfolio and others may do so in the future. See "Organization of the
Fund and the Portfolio".

<PAGE>

INVESTMENT OPPORTUNITIES IN THE ASIAN REGION
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Over the past 20 years the performance of the major Asian securities markets has
generally been better than that of markets in Europe and the United States. In
the past five years, the newly emerging securities markets of the Asian Region
have demonstrated significant growth in market capitalization, in numbers of
listed securities and in the volume of transactions. Over the same period, the
underlying economies of the region have grown against a background of the high
savings rates characteristic of many Asian societies and generally moderate
inflation. There is continuing economic integration among the countries in the
Asian Region.

ASIAN SMALL COMPANIES ARE AN ATTRACTIVE INVESTMENT OPPORTUNITY. Although Asian
securities markets have become progressively more accessible to U.S. investors
through either direct investment or through Asian (or Pacific Basin) investment
companies, obstacles to investing in smaller companies have remained.
Information to research these companies is not easily obtainable. The Adviser is
strategically located in Hong Kong and has substantial experience with Asian
small companies. Also, in many existing Asian mutual funds, only a small portion
of the portfolio is invested in smaller companies. The Adviser believes that
soundly managed smaller companies in the Asian Region are well positioned to
take advantage of the rapid changes in the underlying economic and social
structures that have been taking place over the past decade. Smaller companies
are generally able to react swiftly to changing trading conditions and the
Adviser believes that such companies offer the potential for high capital growth
rates, particularly in a period of economic recovery. The Adviser believes that
smaller Asian companies offering superior returns exist in newly created
industries, as well as more traditional economic sectors in expanding markets.

See Appendix A to the Statement of Additional Information for further
information about the economic characteristics of and risks associated with
investing in Asian Region countries.

THE FUND'S INVESTMENT OBJECTIVE
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THE FUND'S INVESTMENT OBJECTIVE IS TO SEEK CAPITAL GROWTH. The Fund seeks to
meet its investment objective by investing its assets in the Asian Small
Companies Portfolio (the "Portfolio"), a separate registered investment company
which invests primarily in equity securities of smaller companies based in Asia.
Most of the Portfolio's assets will be invested in securities markets in the
Asian region, including Australia, China, Hong Kong, India, Indonesia, Japan,
Malaysia, Pakistan, the Philippines, Singapore, South Korea, Sri Lanka, Taiwan
and Thailand (collectively, the "Asian Region").

The Fund is intended for long-term investors and is not intended to be a
complete investment program. A prospective investor should take into account
personal objectives and other investments when considering the purchase of Fund
shares. The Fund cannot assure achievement of its investment objective. See "How
the Fund and the Portfolio Invest their Assets" for further information. The
investment objective of the Fund and the Portfolio are nonfundamental. See
"Organization of the Fund and the Portfolio -- Special Information on the
Fund/Portfolio Investment Structure" for further information. Asian Region
investments may offer higher potential for gains and losses than investments in
the United States. See "Special Investment Methods and Risk Factors" for further
information.

HOW THE FUND AND THE PORTFOLIO INVEST THEIR ASSETS
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THE PORTFOLIO SEEKS TO ACHIEVE ITS OBJECTIVE THROUGH INVESTING IN A CAREFULLY
SELECTED AND CONTINUOUSLY MANAGED PORTFOLIO CONSISTING PRIMARILY OF EQUITY
SECURITIES OF SMALLER COMPANIES BASED IN ASIA. Most of the Portfolio's assets
will be invested in Asian securities markets. The Adviser will consider
companies that it believes have all or most of the following characteristics:
sound and well-established management; producers of goods or services for which
a clear, continuing and long-term demand can be identified within the context of
national, regional and global development; a history of earnings growth;
financial strength; a consistent or progressive dividend policy; and undervalued
securities.

The Portfolio will, under normal market conditions, invest at least 65% of its
total assets in equity securities of Asian small companies. Such companies will
(a) have a market capitalization equivalent to less than $600 million and (b) be
located in or have securities which are principally traded in an Asian Region
country. Such securities are typically listed on stock exchanges or traded in
the over-the-counter markets in countries in the Asian Region. In addition, the
Portfolio may invest up to 10% of its total assets in direct investments. The
principal offices of these companies, however, may be located outside these
countries. The Portfolio may invest 25% or more of its total assets in the
securities of issuers located in any one country, and may retain securities of a
company with market capitalization that grows over the $600 million level.

Equity securities, for purposes of the 65% policy, will be limited to 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 the ownership by
foreign investors to certain classes of equity securities; convertible preferred
stocks; and other convertible investment grade debt instruments. A debt security
is investment grade if it is rated BBB or above by Standard & Poor's Ratings
Group ("S&P") or Baa or above by Moody's Investors Service, Inc. ("Moody's") or
determined to be of comparable quality by the Adviser. Debt securities rated BBB
by S&P or Baa by Moody's have speculative characteristics and changes in
economic conditions or other circumstances are more likely to lead to a weakened
capacity to make principal and interest payments than is the case with higher
grade debt securities. The Portfolio will consider disposition of any
convertible debt instrument which is rated or determined by the Adviser to be
below investment grade subsequent to acquisition by the Portfolio.

In addition to its investments in equity securities, the Portfolio may invest up
to 5% of its net assets in options on equity securities and up to 5% of its net
assets in warrants, including options and warrants traded in over-the-counter
markets. The Portfolio will not, under normal market conditions, invest more
than 35% of its total assets in equity securities other than Asian small company
investments, warrants, options on securities and indices, options on currency,
futures contracts and options on futures, forward foreign currency exchange
contracts, currency swaps and any other non-equity investments. See "Special
Investment Methods and Risk Factors" below and the Fund's Statement of
Additional Information for a description of certain active management techniques
available to the Portfolio. The Portfolio will not invest in debt securities,
other than investment grade convertible debt instruments.

The Portfolio may, for temporary defensive purposes, invest some or all of its
total assets 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 denominated in U.S. dollars or a foreign
currency.

SPECIAL INVESTMENT METHODS AND RISK FACTORS
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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 exchange control regulations, application of foreign tax
laws, including withholding taxes, changes in governmental administration or
economic or monetary policy (in this country or abroad) or changed circumstances
in dealings between nations. Because investment in Asian companies will usually
involve currencies of foreign countries, the value of assets of the Portfolio as
measured by U.S. dollars may be adversely affected by changes in 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 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 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. Transactions in the securities of foreign
issuers could be subject to settlement delays.

More than 25% of the Portfolio's total assets, adjusted to reflect currency
transactions and positions, may be denominated in any single currency.
Concentration in a particular currency will increase the Portfolio's exposure to
adverse developments affecting the value of such currency. An issuer of
securities purchased by the Portfolio may be domiciled in a country other than
the country in whose currency the securities are denominated.

Since the Portfolio will, under normal market conditions, invest at least 65% of
its total assets in small companies based in Asia, its investment performance
will be especially affected by events affecting Asian Region companies. The
value and liquidity of investments may be affected favorably or unfavorably by
political, economic, fiscal, regulatory or other developments in the Asian
Region or neighboring regions. The extent of economic development, political
stability and market depth of different countries in the Asian Region varies
widely. Certain countries, including China, Indonesia, Malaysia, the Philippines
and Thailand, are either comparatively underdeveloped or in the process of
becoming developed. Asian investments typically involve greater potential for
gain or loss than investments in securities of issuers in developed countries.
In comparison to the United States and other developed countries, such as Japan,
developing countries may have relatively unstable governments and economies
based on only a few industries. Given the Portfolio's investments, the Portfolio
will likely be particularly sensitive to changes in the economies of such
countries as the result of any reversals of economic liberalization, political
unrest or changes in trading status.

SECURITIES TRADING MARKETS. The securities markets in the Asian Region are
substantially smaller, less liquid and more volatile than the major securities
markets in the United States. A high proportion of the shares of many issuers
may be held by a limited number of persons and financial institutions, which may
limit the number of shares available for investment by the Portfolio. The prices
at which the Portfolio may acquire investments may be affected by trading by
persons with material non-public information and by securities transactions by
brokers in anticipation of transactions by the Portfolio in particular
securities. Similarly, volume and liquidity in the bond markets in the Asian
Region are less than in the United States and, at times, price volatility can be
greater than in the United States. The limited liquidity of these securities
markets may also affect the Portfolio's ability to acquire or dispose of
securities at the price and time it wishes to do so. In addition, Asian Region
securities markets are susceptible to being influenced by large investors
trading significant blocks of securities. All of these risks are heightened when
securities of smaller companies are involved.

The stock markets in the Asian Region are undergoing a period of growth and
change which may result in trading volatility and difficulties in the settlement
and recording of transactions, and in interpreting and applying the relevant law
and regulations. The securities industry in these countries are comparatively
underdeveloped, and stockbrokers and other intermediaries may not perform as
well as their counterparts in the United States and other more developed
securities markets. Securities settlements in some countries, such as India, are
subject to the risk of loss.

ASIAN COUNTRY CONSIDERATIONS. Political and economic structures in many Asian
countries are undergoing significant evolution and rapid development, and such
countries may lack the social, political and economic stability characteristic
of the United States. Certain of such countries have, in the past, failed to
recognize private property rights and have at times nationalized or expropriated
the assets of private companies. As a result, the risks described above,
including the risks of nationalization or expropriation of assets, may be
heightened. In addition, unanticipated political or social developments may
affect the values of the Portfolio's investments in those countries and the
availability to the Portfolio of additional investments in those countries.

The laws of countries in the region relating to limited liability of corporate
shareholders, fiduciary duties of officers and directors, and the bankruptcy of
state enterprises are generally less well developed than or different from such
laws in the United States. It may be more difficult to obtain a judgement in the
courts of these countries than it is in the United States. Monsoons and natural
disasters also can affect the value of Portfolio investments.

Economies of countries in the Asian Region may differ favorably or unfavorably
from the U.S. economy in such respects as rate of growth of gross national
product, rate of inflation, capital reinvestment, resource self-sufficiency and
balance of payments position. As export-driven economies, the economies of many
countries in the Asian Region are affected by developments in the economies of
their principal trading partners. For example, revocation by the United States
of China's "Most Favored Nation" trading status, which the U.S. President and
Congress reconsider annually, would adversely affect the trade and economic
development of China and Hong Kong.

The Fund and the Portfolio each intend to conduct its respective affairs in such
a manner to avoid taxation. Nevertheless, certain countries may require
withholding on dividends paid on portfolio securities and on realized capital
gains. In the past, these taxes have sometimes been substantial. There can be no
assurance that in the future the Portfolio will be able to repatriate its
income, gains or initial capital from these countries.

DIRECT INVESTMENTS AND SMALLER COMPANIES. The Portfolio may invest up to 10% of
its total assets in direct investments in smaller companies based in Asia.
Direct investments include (i) the private purchase from an enterprise of an
equity interest in the enterprise in the form of shares of common stock or
equity interests in trusts, partnerships, joint ventures or similar enterprises,
and (ii) the purchase of such an equity interest in an enterprise from a
principal investor in the enterprise. In each case, the Portfolio will, at the
time of making the investment, enter into a shareholder or similar agreement
with the enterprise and one or more other holders of equity interests in the
enterprise. The Adviser anticipates that these agreements will, in appropriate
circumstances, provide the Portfolio with the ability to appoint a
representative to the board of directors or similar body of the enterprise and
for eventual disposition of the Portfolio's investment in the enterprise. Such a
representative of the Portfolio will be expected to provide the Portfolio with
the ability to monitor its investment and protect its rights in the investment
and will not be appointed for the purpose of exercising management or control of
the enterprise.

The Portfolio's investments will include investments in smaller, less seasoned
companies for which there is less publicly available information than larger,
more established companies. These companies may have limited product lines,
markets or financial resources, or they may be dependent on a limited management
group. Investments in smaller companies may involve a high degree of business
and financial risk that can result in substantial losses. Because of the absence
of any public trading market for some of these investments, the Portfolio may
take longer to liquidate these positions than would be the case for publicly
traded securities. Although these securities may be resold in privately
negotiated transactions, the prices on these sales could be less than those
originally paid by the Portfolio. Furthermore, issuers whose securities are not
publicly traded may not be subject to investor protection requirements
applicable to publicly traded securities. If such securities are required to be
registered under the securities laws of one or more jurisdictions before being
resold, the Portfolio may be required to bear the expenses of registration. In
addition, in the event the Portfolio sells unlisted securities, any capital
gains realized on such transactions may be subject to higher rates of taxation
than taxes payable on the sale of listed securities.

OTHER INVESTMENT PRACTICES. The Portfolio may engage in the following investment
practices, some of which may derive their value from another instrument,
security or index. 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.

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

The Portfolio may purchase call and put options on any securities in which the
Portfolio may invest or options on any securities index composed of securities
in which the Portfolio may invest. The Portfolio does not intend to write a
covered option on any security if after such transaction more than 15% of its
net assets, as measured by the aggregate value of the securities underlying all
covered calls and puts written by the Portfolio, would be subject to such
options. The Portfolio does not intend to purchase an option on any security if,
after such transaction, more than 5% of its net assets, as measured by the
aggregate of all premiums paid for all such options held by the Portfolio, would
be so invested.

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

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 the Adviser is incorrect in its
forecasts of market values and currency exchange rates, the Portfolio's
performance will be adversely affected.

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

OTHER INVESTMENT COMPANIES. The Portfolio reserves the right to invest up to 10%
of its total assets, calculated at the time of purchase, in the securities of
other investment companies unaffiliated with the Adviser or the Manager that
have the characteristics of closed-end investment companies. The Portfolio may
not invest more than 5% of its total assets in the securities of any one
investment company or acquire more than 3% of the voting securities of any other
investment company. 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, respectively. Among these
fundamental restrictions, neither the Fund nor the Portfolio may (1) borrow
money except as permitted by the Investment Company Act of 1940 (the "1940
Act"); (2) purchase any securities on margin (but the Fund and the Portfolio may
obtain such short-term credits as may be necessary for the clearance of
purchases and sales of securities); or (3) with respect to 75% of its total
assets, invest more than 5% of its total assets (taken at current value) in the
securities of any one issuer, or invest in more than 10% of the outstanding
voting securities of any one issuer, except obligations issued or guaranteed by
the U.S. Government, its agencies or instrumentalities and except securities of
other investment companies. Investment restrictions are considered at the time
of acquisition of assets; the sale of portfolio assets is not required in the
event of a subsequent change in circumstances. As a matter of fundamental policy
the Portfolio will not invest 25% or more of its total assets in the securities
of issuers in any one industry.

Except for the fundamental investment restrictions and policies specifically
identified above and those 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.

As a matter of nonfundamental policy, neither the Fund nor the Portfolio (i) may
purchase any securities if, at the time of such purchase, permitted borrowings
exceed 5% of the value of its total assets, or (ii) may invest more than 15% of
its net assets in over-the-counter options, repurchase agreements maturing in
more than seven days and other illiquid securities.

ORGANIZATION OF THE FUND AND THE PORTFOLIO

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THE FUND IS A DIVERSIFIED SERIES OF EATON VANCE GROWTH TRUST (THE "TRUST"), A
BUSINESS TRUST ESTABLISHED UNDER MASSACHUSETTS LAW PURSUANT TO A DECLARATION OF
TRUST DATED MAY 25, 1989, AS AMENDED, AND IS THE SUCCESSOR TO A MASSACHUSETTS
CORPORATION WHICH COMMENCED ITS INVESTMENT COMPANY OPERATIONS IN 1954. THE TRUST
IS A MUTUAL FUND -- AN OPEN-END MANAGEMENT INVESTMENT COMPANY. The Trustees of
the Trust are responsible for the overall management and supervision of its
affairs. The Trust may issue an unlimited number of shares of beneficial
interest (no par value per share) in one or more series and because the Trust
can offer separate series (such as the Fund) it is known as a "series company".
Each share represents an equal proportionate beneficial interest in the Fund.
When issued and outstanding, the shares are fully paid and nonassessable by the
Trust and redeemable as described under "How to Redeem Fund Shares."
Shareholders are entitled to one vote for each full share held. Fractional
shares may be voted proportionately. Shares have no preemptive or conversion
rights and are freely transferable. In the event of the liquidation of the Fund,
shareholders are entitled to share pro rata in the net assets of the Fund
available for distribution to shareholders.

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

SPECIAL INFORMATION ON THE FUND/PORTFOLIO INVESTMENT STRUCTURE. An investor in
the Fund should be aware that the Fund, unlike mutual funds which directly
acquire and manage their own portfolios of securities, seeks to achieve its
investment objective by investing its assets in an interest in the Portfolio
(although the Fund may temporarily hold a de minimus amount of cash), which is a
separate investment company with an identical investment objective. Therefore,
the Fund's interest in the 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 "The
Fund's Investment Objective," "How the Fund and the Portfolio Invest their
Assets" and "Special Investment Methods and Risk Factors." Further information
regarding investment practices 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. 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 the availability of 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 a larger investor 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.

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, a 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 such 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 the Trustees of the Trust and
the Trustees of the Portfolio are the same. Such procedures require each Board
to take actions 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 each
of the Trust and the Portfolio, see the Statement of Additional Information.

MANAGEMENT OF THE FUND AND THE PORTFOLIO
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EATON VANCE MANAGEMENT ("EATON VANCE") ACTS AS THE SPONSOR AND MANAGER OF THE
FUND AND THE ADMINISTRATOR OF THE PORTFOLIO. THE PORTFOLIO HAS ENGAGED LLOYD
GEORGE INVESTMENT MANAGEMENT (BERMUDA) LIMITED (THE "ADVISER") AS ITS INVESTMENT
ADVISER. The Adviser, acting under the general supervision of the Portfolio's
Trustees, manages the Portfolio's investments and affairs. The Portfolio is
co-managed by Robert Lloyd George and Scobie Dickinson Ward.

LGM was established in 1991 to provide investment management services with
respect to equity securities of companies trading in Asian securities markets,
especially those of emerging markets. LGM currently manages Pacific Basin and
Asian portfolios for both private clients and institutional investors seeking
long-term capital growth. LGM's core investment team consists of nine
experienced investment professionals, based in Hong Kong, who have worked
together over a number of years successfully managing client portfolios in
Pacific Basin and Asian stock markets. LGM also has offices in Bombay, India and
London, England. The team has a unique knowledge of, and experience with,
Pacific Basin and Asian emerging markets. LGM is ultimately controlled by the
Hon. Robert J.D. Lloyd George, President of the Portfolio and Chairman and Chief
Executive Officer of the Adviser. LGM's only activity is portfolio management.

LGM and the Adviser have adopted a disciplined 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,
LGM and the Adviser maintain a network of international contacts in order to
monitor international economic and stock market trends and offer clients a
global management service.

THE HONOURABLE ROBERT LLOYD GEORGE. Chairman. 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. Previously, 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).

WILLIAM WALTER RALEIGH KERR. Finance Director and Chief Operating Officer.
Born in 1950 and educated at Ampleforth and Oxford. Mr. Kerr qualified as a
Chartered Accountant at Thomson McLintock & Co. before joining The Oldham
Estate Company plc as Financial Controller. Prior to joining LGM, Mr. Kerr was
a Director of Banque Indosuez's corporate finance subsidiary, Financiere
Indosuez Limited, in London. Prior to that Mr. Kerr worked for First Chicago
Limited.

EATON VANCE, ITS AFFILIATES AND ITS PREDECESSOR COMPANIES HAVE BEEN MANAGING
ASSETS OF INDIVIDUALS AND INSTITUTIONS SINCE 1924 AND MANAGING INVESTMENT
COMPANIES SINCE 1931. EATON VANCE ACTS AS INVESTMENT ADVISER TO INVESTMENT
COMPANIES AND VARIOUS INDIVIDUAL AND INSTITUTIONAL CLIENTS WITH ASSETS UNDER
MANAGEMENT OF APPROXIMATELY $16 BILLION. Eaton Vance is a wholly-owned
subsidiary of Eaton Vance Corp., a publicly held holding company. Eaton Vance
Corp., through its subsidiaries and affiliates, engages in investment management
and marketing activities, oil and gas operations, real estate investment,
consulting and management, and development of precious metals properties. Eaton
Vance Corp. also owns 24% of the Class A shares issued by LGM.

Eaton Vance, acting under the general supervision of the Boards of Trustees of
the Trust and the Portfolio, 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 Adviser 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 does not provide any investment management or advisory services to the
Portfolio or the Fund. 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.

Under its management contract with the Fund, Eaton Vance receives a monthly fee
in the amount of 1/48 of 1% (equal to 0.25% annually) of the average daily net
assets of the Fund up to $500 million, which fee declines at intervals above
$500 million. In addition, under its administration agreement with the
Portfolio, Eaton Vance receives a monthly fee in the amount of 1/48 of 1% (equal
to 0.25% annually) of the average daily net assets of the Portfolio up to $500
million, which fee declines at intervals above $500 million. The combined
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 the 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 the Portfolio and the Fund, 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; expenses of acquiring, holding and disposing of securities and
other investments; fees and expenses of registering under the securities laws
and governmental fees; expenses of reporting 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 the Adviser or Eaton Vance; and investment advisory, management
and administration fees. The Portfolio or the Fund, as the case may be, will
also each bear expenses incurred in connection with litigation in which the
Portfolio or the Fund, 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 INVESTMENT COMPANY ACT OF 1940 (THE "1940
ACT"). The Plan provides that the Fund will pay a monthly distribution fee to
the Principal Underwriter in an amount equal to the aggregate of (a) .50% of
that portion of the Fund's average daily net assets for any fiscal year which is
attributable to shares of the Fund which have remained outstanding for less than
one year and (b) .25% of that portion of the Fund's average daily net assets for
any fiscal year which is attributable to shares of the Fund which have remained
outstanding for more than one year. Aggregate payments to the Principal
Underwriter under the Plan are limited to those permissible, pursuant to a rule
of the National Association of Securities Dealers, Inc.

The Plan also provides that the Fund will pay a quarterly service fee to the
Principal Underwriter in an amount equal on an annual basis to .25% of that
portion of the Fund's average daily net assets for any fiscal year which is
attributable to shares of the Fund which have remained outstanding for more than
one year; from such service fee the Principal Underwriter expects to pay a
quarterly service fee to financial service firms ("Authorized Firms"), as
compensation for providing personal services and/or the maintenance of
shareholder accounts, with respect to shares sold by such Firms which have
remained outstanding for more than one year. The Trustees of the Trust have
implemented the Plan by authorizing the Fund to make quarterly service fee
payments to the Principal Underwriter not to exceed on an annual basis .25% of
that portion of the Fund's average daily net assets for any fiscal year which is
attributable to shares of the Fund which have remained outstanding for more than
one year. Service fee payments to Authorized Firms will be in addition to sales
charges on Fund shares which are reallowed to such Firms. To the extent that the
entire amount of such service fee payments are not paid to such 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 accruing for its service fee payments during the
quarter ending June 30, 1997.

VALUING FUND SHARES
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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 its custodian, Investors Bank & Trust Company ("IBT") (as
agent for the Fund), in the manner authorized by the Trustees of the Trust. Net
asset value is computed by dividing the value of the Fund's total assets, less
its liabilities, by the number of 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 (as custodian and 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
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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 from the Principal
Underwriter.

The current sales charges are:

<TABLE>
<CAPTION>
SALES CHARGE SALES CHARGE DEALER DISCOUNT
AS PERCENTAGE OF AS PERCENTAGE OF AS PERCENTAGE OF
AMOUNT OF PURCHASE OFFERING PRICE AMOUNT INVESTED OFFERING PRICE
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Under $100,000 4.75% 4.99% 4.00%
$100,000 but less than $250,000 3.75% 3.90% 3.15%
$250,000 but less than $500,000 2.75% 2.83% 2.30%
$500,000 but less than $1,000,000 2.00% 2.04% 1.70%
$1,000,000 or more 0.00%* 0.00%* 0.50%
</TABLE>

*No sales charge is payable at the time of purchase on investments of $1
million or more. A contingent deferred sales charge ("CDSC") of 0.50% will be
imposed on such investments (as described below), in the event of certain
redemptions within 12 months of purchase. The CDSC will be waived on
redemptions by employee retirement plans organized under the Internal Revenue
Code of 1986, as amended (the "Code") relating to distributions to plan
participants or beneficiaries upon retirement, disability or death.

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
are expected to sell significant amounts of shares.

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; and 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 an investor making an investment through
an investment adviser, financial planner, broker or other intermediary that
charges a fee for its services and has entered into an agreement with the Fund
or its Principal Underwriter.

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 record- keepers and not by
EVD. The Fund's Principal Underwriter may pay commissions to Authorized Firms
who initiate and are responsible for purchases of shares of the Fund by Eligible
Plans of up to 1.00% of the amount invested in such shares.

ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as Manager, in exchange for Fund
shares at the applicable public offering price as shown above. The minimum value
of securities (or securities and cash) accepted for deposit is $5,000.
Securities accepted will be sold 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
available price. Eaton Vance will absorb any transaction costs, such as
commissions, on the sale of the securities.

IN THE CASE OF BOOK ENTRY:

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

IN THE CASE OF PHYSICAL DELIVERY:

Investors Bank & Trust Company
Attention: EV Traditional Asian Small Companies 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 to IBT. Eaton
Vance reserves the right to reject any securities. Exchanging securities for
Fund shares may create a taxable gain or loss. Each investor should consult his
or her tax adviser with respect to the particular federal, state and local tax
consequences of exchanging securities for Fund shares.

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

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 EVD. If at the time of the recomputation a firm other
than the original firm is placing the orders, the adjustment will be made only
on those shares purchased through the firm then handling the investor's account.

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

HOW TO REDEEM FUND SHARES
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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 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 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 Fund 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. Thus, an investor making an initial investment of $1,000
would not be able to redeem shares without being subject to this policy.
However, no such redemption would be required 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 sales 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. 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 dividends or 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 its shareholders with
information necessary for preparing federal and state income tax returns.
Consistent with applicable law, duplicate mailings of shareholder reports and
certain other Fund information to shareholders 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 ALSO PERMITS A
SHAREHOLDER TO MAKE ADDITIONAL INVESTMENTS 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 also
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
account 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 the 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 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 a 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 a 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 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 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
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 Asian Small Companies 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 dividends 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 a 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 listed
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 AT NET ASSET VALUE ANY PORTION OR ALL OF HIS 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 next determined net asset value following timely receipt of a
written purchase order by the Principal Underwriter or by the fund the shares of
which are being 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 repurchase or redemption 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 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. It is the present policy of the Fund 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 allocated by the Portfolio
to the Fund, if any (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 per share net asset value 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.

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 additional shares of the Fund, 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 which are declared by the Fund in October, November or
December and paid the following January will be reportable by 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 or disallowed 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 relating to the sources of its income, the
distribution of its income, and the diversification of its assets. 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
also does not pay federal income or excise taxes.

Income (possibly including, in some cases, capital gains) 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 treated 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 the Fund's 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 shareholder's
proportionate share of such taxes. Availability of foreign tax credits or
deductions for shareholders is subject to certain additional restrictions and
limitations under the Code.

Shareholders will receive annually one or more Forms 1099 to assist in the
preparation of their federal and state income 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 of $1,000 by the average annual compounded rate of return
(including capital appreciation/depreciation, and dividends and distributions
paid and reinvested) for the stated period and annualizing the result. The
average annual total return calculation assumes the maximum sales charge is
deducted from the initial $1,000 purchase order and that all dividends and
distributions are reinvested at net asset value on the reinvestment dates during
the period. The Fund may also publish annual and cumulative total return figures
from time to time. The Fund may use such total return figures, together with
comparisons with the Consumer Price Index, various domestic and foreign
securities indices and performance studies prepared by independent
organizations, in advertisements and in information furnished to present or
prospective shareholders.

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

<PAGE>

[LOGO]
EATON VANCE
------------------
EV TRADITIONAL Mutual Funds

ASIAN SMALL

COMPANIES FUND

PROSPECTUS
APRIL 17, 1996

EV TRADITIONAL ASIAN
SMALL COMPANIES FUND
24 FEDERAL STREET
BOSTON, MA 02110

SPONSOR AND MANAGER OF EV TRADITIONAL ASIAN SMALL COMPANIES FUND
Administrator of Asian Small Companies Portfolio
Eaton Vance Management, 24 Federal Street, Boston, MA 02110

ADVISER OF ASIAN SMALL COMPANIES PORTFOLIO
Lloyd George Investment Management (Bermuda) Limited, 3808 One Exchange Square,
Central, Hong Kong

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

CUSTODIAN
Investors Bank & Trust Company, 89 South Street, Boston, MA 02111

TRANSFER AGENT
First Data Investor Services Group, BOS725, P.O. Box 1559, Boston, MA 02104
(800) 262-1122

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

T-CGP

<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION
STATEMENT OF
ADDITIONAL INFORMATION
April 17, 1996

EV MARATHON ASIAN SMALL COMPANIES FUND
24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265

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

TABLE OF CONTENTS

PART I
Additional Information about Investment Policies ................... 1
Investment Restrictions ............................................ 5
Trustees and Officers .............................................. 6
Management of the Fund ............................................. 9
Custodian .......................................................... 11
Service for Withdrawal ............................................. 12
Determination of Net Asset Value ................................... 12
Investment Performance ............................................. 13
Taxes .............................................................. 14
Portfolio Security Transactions .................................... 15
Other Information .................................................. 17
Independent Certified Public Accountants ........................... 18
Financial Statements ............................................... 19
Appendix A -- Asian Region Countries ............................... 21

PART II
Fees and Expenses .................................................. a-1
Principal Underwriter .............................................. a-1
Distribution Plan .................................................. a-2
Control Persons and Principal Holders of Securities ................ a-3

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 17, 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).

[RED HERRING LEGEND]
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS STATEMENT OF ADDITIONAL INFORMATION SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

<PAGE>
Part B
Information Required in a Statement of Additional Information

STATEMENT OF
ADDITIONAL INFORMATION
April 17, 1996

EV TRADITIONAL ASIAN SMALL COMPANIES FUND
24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265

This Statement of Additional Information consists of two parts. Part I
provides general information about EV Traditional Asian Small Companies Fund
(the "Fund") and certain other series of Eaton Vance Growth Trust (the "Trust").
As described in the Prospectus, the Fund invests its assets in Asian Small
Companies Portfolio (the "Portfolio"), a separate registered investment company
with the same investment objective and policies as the Fund. 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 as the "SAI".
TABLE OF CONTENTS
Page
PART I
Additional Information about Investment Policies .................... 1
Investment Restrictions ............................................. 5
Trustees and Officers ............................................... 6
Management of the Fund .............................................. 9
Custodian ........................................................... 11
Service for Withdrawal .............................................. 12
Determination of Net Asset Value .................................... 12
Investment Performance .............................................. 13
Taxes ............................................................... 14
Portfolio Security Transactions ..................................... 15
Other Information ................................................... 17
Independent Certified Public Accountants ............................ 18
Financial Statements ................................................ 19
Appendix A -- Asian Region Countries ................................ 21

PART II
Fees and Expenses ................................................... a-1
Services for Accumulation ........................................... a-1
Principal Underwriter ............................................... a-2
Distribution Plan ................................................... a-3
Control Persons and Principal Holders of Securities ................. a-3

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.

Physical delivery of securities in small lots generally is required in India
and a shortage of vault capacity and trained personnel has existed among
qualified custodial Indian banks. The Portfolio may be unable to sell securities
where the registration process is incomplete and may experience delays in
receipt of dividends. If trading volume is limited by operational difficulties,
the ability of the Portfolio to invest its assets may be impaired. Settlement of
securities transactions in the Indian subcontinent may be delayed and is
generally less frequent than in the United States, which could affect the
liquidity of the Portfolio's assets. In addition, disruptions due to work
stoppages and trading improprieties in these securities markets have caused such
markets to close. If extended closings were to occur in stock markets where the
Portfolio was heavily invested, the Fund's ability to redeem Fund shares could
become correspondingly impaired.

Foreign Currency Transactions. Since investments in companies whose principal
business activities are located outside of the United States will frequently
involve currencies of foreign countries, and since 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. In 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.

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

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

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

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

Furthermore, unlike trading in most other types of instruments, there is no
systematic reporting of last sale information with respect to the foreign
currencies underlying forward contracts, futures contracts and options. As a
result, the available information on which the Portfolio's trading systems will
be based may not be as complete as the comparable data on which the Portfolio
makes investment and trading decisions in connection with securities and other
transactions. Moreover, because the foreign currency market is a global,
twenty-four hour market, events could occur on that market which will not be
reflected in the forward, futures or options markets until the following day,
thereby preventing the Portfolio 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 Commodity Futures Trading Commission ("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.
If 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 contracts, 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 the 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 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
days 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 (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 used as cover or
held in segregated accounts could impede portfolio management or the Portfolio's
ability to meet redemption requests or other current obligations.

Repurchase Agreements. Under a repurchase agreement the Portfolio buys a
security at one price and simultaneously promises 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 the
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 the 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 and certain other investments (including its share
of gains from the sale of securities and certain other investments held by the
Portfolio) held for less than three months.

Lending Portfolio Securities. If the 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 SEC, 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 the 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 holders of
the securities or the giving or holding of their consent on a material matter
affecting the investment. If the Adviser decides to make securities loans, it is
intended that the value of the securities loaned would not exceed one-third 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 that
the Board of Trustees of the Trust or the Portfolio, or their delegate,
determines to be liquid. Factors taken into account in reaching liquidity
decisions include, but are not limited to: (i) the frequency of trading in the
security; (ii) the number of dealers who provide quotes for the security; (iii)
the number of dealers who have undertaken to make a market in the security; (iv)
the number of other potential purchasers; and (v) the nature of the security and
how trading is effected (e.g., the time needed to sell the security, how offers
are solicited, and the mechanics of transfer). The Adviser will monitor the
liquidity of the Portfolio's securities and report periodically on such
decisions to the Board of Trustees of the Portfolio. Neither the Fund nor the
Portfolio intends to make short sales of securities during the coming year.
Except for obligations issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities, neither the Fund nor the Portfolio will knowingly
purchase a security issued by a company (including predecessors) with less than
three years operating history (unless such security is rated at least B or a
comparable rating at the time of purchase by a least one nationally recognized
rating service) if, as a result of such purchase, more than 5% of the
Portfolio's or the Fund's total assets, as the case may be (taken at current
value), would be invested in such securities. Neither the Fund nor the Portfolio
will purchase warrants if, as a result of such purchase, more than 5% of the
Portfolio's or the Fund's net assets, as the case may be (taken at current
value), would be invested in warrants, and the value of such warrants which are
not listed on the New York or American Stock Exchange may not exceed 2% of the
Portfolio's or the Fund's net assets; this policy does not apply to or restrict
warrants acquired by the Portfolio or the Fund in units or attached to
securities, inasmuch as such warrants are deemed to be without value. Neither
the Fund nor the Portfolio will purchase any securities if at the time of such
purchase, permitted borrowings under investment restriction (1) above exceed 5%
of the value of the Portfolio's or the Fund's total assets, as the case may be.
Neither the Fund nor the Portfolio will purchase oil, gas or other mineral
leases or purchase partnership interests in oil, gas or other mineral
exploration or development programs. Neither the Fund nor the Portfolio will
purchase or retain in its portfolio any securities issued by an issuer any of
whose officers, directors, trustees or security holders is an officer or Trustee
of the Trust or is a member, officer, director or trustee of any investment
adviser of the Trust or the Portfolio if after the purchase of the securities of
such issuer by the Fund or the Portfolio one or more of such persons owns
beneficially more than 1/2 of 1% of the shares or securities or both (all taken
at market value) of such issuer and such persons owning more than 1/2 of 1% of
such shares or securities together own beneficially more than 5% of such shares
or securities or both (all taken at market value).

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

Although permissible under the Fund's investment restrictions, the Fund has
no present intention during the coming fiscal year to: borrow money; pledge its
assets; underwrite securities issued by other persons; 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
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 or Trustee and officer of various investment companies
managed by Eaton Vance or BMR. Director of Lloyd George Management (B.V.I.)
Limited.

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

SAMUEL L. HAYES, III (60), Trustee
Jacob H. Schiff Professor of Investment Banking, Harvard University Graduate
School of Business Administration. Director or Trustee of various investment
companies managed by Eaton Vance or BMR.
Address: Harvard University Graduate School of Business Administration,
Soldiers Field Road, Boston, Massachusetts 02134

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

OFFICERS
WILLIAM D. BURT (57), Vice President
Vice President of Eaton Vance, BMR and EV since November 1994; formerly Vice
President of The Boston Company (1990-1994). Mr. Burt was elected Vice
President of the Trust on June 19, 1995.

M. DOZIER GARDNER (62), Vice President
President and Chief Executive Officer of Eaton Vance, BMR, EVC and EV, and
Director of EVC and EV. Director or Trustee and officer of various investment
companies managed by Eaton Vance or BMR.

BARCLAY TITTMANN (63), Vice President
Vice President of Eaton Vance, BMR and EV since October 1993; formerly Vice
President of Invesco Management and Research (1970-1993). Mr. Tittmann was
elected Vice President of the Trust on June 19, 1995.

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.

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.

WILLIAM J. AUSTIN, JR. (44), Assistant Treasurer
Assistant Vice President of Eaton Vance, BMR 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.

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 Eaton Vance, BMR 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, BMR and EV 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.

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 Eaton Vance 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. The Fund and Portfolio are not
participants in the Plan. For information concerning the compensation earned by
the Trustees of the Trust and the Portfolio, see "Fees and Expenses" in Part II
of this Statement of Additional Information. Neither the Fund nor the Portfolio
has a retirement Plan for its Trustees.

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 the Adviser is
3808 One Exchange Square, Central, Hong Kong. Those Trustees who are "interested
persons" of the Portfolio, the 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,
the Adviser, Eaton Vance, BMR, EVC or EV, are indicated by an asterisk (*).

TRUSTEES
JAMES B. HAWKES (54), Vice 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. 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

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

SCOBIE DICKINSON WARD (29), Vice President, Assistant Secretary and Assistant
Treasurer
Director of Lloyd George Management (B.V.I.) Limited. Director of the
Advisers. Investment Manager of Indosuez Asia Investment Services, Ltd. from
1990 to 1991.
Address: 3808 One Exchange Square, Central, Hong Kong

WILLIAM WALTER RALEIGH KERR (44), Vice President, Secretary and Assistant
Treasurer
Director, Finance Director and Chief Operating Officer of the Advisers.
Director of Lloyd George Management (B.V.I.) Limited.
Address: 3808 One Exchange Square, Central, Hong Kong

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

THOMAS OTIS (63), Vice President and Assistant 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
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

WILLIAM J. AUSTIN, JR. (44), Assistant Treasurer
Assistant Vice President of Eaton Vance, BMR and EV. Officer of various
investment companies managed by Eaton Vance or BMR.
Address: Eaton Vance Management, 24 Federal Street, Boston, Massachusetts
02110

A. JOHN MURPHY (33), Assistant Secretary
Assistant Vice President of BMR, Eaton Vance and EV since March 1, 1994;
employee of Eaton Vance since March 1993. Officer of various investment
companies managed by Eaton Vance or BMR. State Regulations Supervisor, The
Boston Company (1991-1993) and Registration Specialist, Fidelity Management &
Research Co. (1986-1991). Mr. Murphy was elected Assistant Secretary of the
Trust and the Portfolio on March 27, 1995.

ERIC G. WOODBURY (38), Assistant Secretary
Vice President of BMR, Eaton Vance and EV 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 on June 19, 1995.

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

While the Portfolio is a New York trust, the Adviser, together with Messrs.
Lloyd George, Ward and Kerr, 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 individuals identified above, or to realize
judgments of courts of the United States predicated upon civil liabilities of
the Adviser and such individuals 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 the Adviser and such individuals reside
of such civil remedies and criminal penalties as are afforded by the Federal
securities laws of the United States.

MANAGEMENT OF THE FUND
Eaton Vance acts as the sponsor and manager of the Fund and the
administrator of the Portfolio. The Portfolio has engaged Lloyd George
Investment Management (Bermuda) Limited (the "Adviser") as its investment
adviser.

THE ADVISER
As investment adviser to the Portfolio, the Adviser manages the Portfolio's
investments, subject to the supervision of the Board of Trustees of the
Portfolio. The Adviser is 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
Adviser is 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

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

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

The Portfolio's investment advisory agreement with the Adviser remains in
effect until February 28, 1998; it may be continued indefinitely thereafter so
long as such continuance after February 28, 1998 is approved at least annually
(i) by the vote of 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 Adviser 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 the Adviser, the Adviser 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 Fund's current
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 ........................ 0.16667

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

Eaton Vance's management contract with the Fund and administration agreement
with the Portfolio will each remain in effect until February 28, 1998. Each
agreement may be continued from year to year after February 28, 1998 so long as
such continuance is approved annually by the vote of a majority of the Trustees
of the Trust or the Portfolio, as the case may be. Each agreement may be
terminated at any time without penalty on sixty days' written notice by the
Board of Trustees of either party thereto, or by a vote of a majority of the
outstanding voting securities of the Fund or the Portfolio, as the case may be.
Each agreement will terminate automatically in the event of its assignment. Each
agreement provides that, in the absence of Eaton Vance's willful misfeasance,
bad faith, gross negligence or reckless disregard of its obligations or duties
to the Fund or the Portfolio under such contract or agreement, Eaton Vance will
not be liable to the Fund or the Portfolio for any loss incurred. Each agreement
was initially approved by the Trustees, including the non-interested Trustees,
of the Trust or the Portfolio which is a party thereto at meetings held on
February 21, 1996 of the Trust and the Portfolio.

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
Eaton Vance under the management contract or the administration 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; distribution and service fees payable by the Fund
under its Rule 12b-1 distribution plan; and investment advisory, management and
administration fees. The Fund or the Portfolio 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 December 31, 1995, Messrs. Clay, Gardner and
Hawkes each owned 24% of such voting trust receipts, and Messrs. Roland and
Brigham owned 15% and 13%, respectively, of such voting trust receipts. Messrs.
Gardner, Hawkes and Otis, who are officers or Trustees of the Trust, are members
of the EVC, Eaton Vance, BMR and EV organizations. Messrs. Austin, Burt, Murphy,
O'Connor, Otis, Tittmann and Woodbury and Ms. Sanders, are officers of the Trust
and/or the Portfolio, and are also members of the Eaton Vance, BMR and EV
organizations. Eaton Vance will receive the fees paid under the management
agreement.

EVC and its affiliates and their officers and employees from 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 were not and will not be
influenced by existing or potential custodial or other relationships between the
Fund and such banks.

EVC owns all of the stock of Energex Energy Corporation, which engages in
oil and gas operations. In addition, Eaton Vance owns all the stock of Northeast
Properties, Inc., which is engaged in real estate investment, consulting and
management. EVC owns all the stock of Fulcrum Management, Inc. and MinVen, Inc.,
which are engaged in the development of precious metal properties. EVC also owns
24% of the Class A shares issued by the parent of the Adviser. EVC, Eaton Vance,
BMR and EV may also enter into other businesses.

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, 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 members 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
the Portfolio and IBT under the Investment Company Act of 1940.

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 gains distributions in
connection with withdrawal accounts will be credited at net asset value as of
the record date for each distribution. Continued withdrawals in excess of
current income will eventually use up principal, particularly in a period of
declining market prices.

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

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

The Trustees of the Portfolio have established the following procedures for
the fair valuation of the Portfolio's assets under normal market conditions.
Marketable securities listed on foreign or U.S. securities exchanges or in the
NASDAQ National Market System generally are valued at closing sale prices or, if
there were no sales, at the mean between the closing bid and asked prices
therefor on the exchange where such securities are principally traded or on such
National Market System (such prices may not be used, however, where an active
over-the-counter market in an exchange listed security better reflects current
market value). 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, the mean between the last bid and asked price. Futures positions on
securities or currencies are generally valued at closing settlement prices. All
other securities are valued at fair value as determined in good faith by or
pursuant to procedures established by the Trustees of the Portfolio.

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 be based on their value on
the sixty-first day prior to maturity. Other fixed income and debt securities,
including listed securities and securities for which price quotations are
available, will normally be valued on the basis of valuations furnished by a
pricing service.

Each investor in the Portfolio, including the Fund, may add to or reduce its
investment in the Portfolio on each day the New York Stock Exchange (the
"Exchange") is open for trading ("Portfolio Business Day") as of the close of
regular trading on the Exchange (the "Portfolio Valuation Time"). 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 represented that investor's share of the aggregate
interests in the Portfolio on such prior day. Any additions or withdrawals for
the current Portfolio Business Day will then be recorded. Each investor's
percentage of the aggregate interest 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 Portfolio
Valuation Time on the prior Portfolio Business 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 on the current Portfolio Business Day, and (ii) the
denominator of which is the aggregate net asset value of the Portfolio as of the
Portfolio Valuation Time on the prior Portfolio Business 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 on the current Portfolio Business Day 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.

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 shares 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 supplied by Reuters
Information Service.

INVESTMENT PERFORMANCE
The average annual total return is determined by multiplying a hypothetical
initial purchase order of $1,000 by the average annual compound rate of return
(including capital appreciation/depreciation, and distributions paid and
reinvested) for the stated period and annualizing the results. The calculation
assumes that all distributions are reinvested at net asset value on the
reinvestment dates during the period.

The Fund's total return may be compared to the Consumer Price Index and
various domestic and foreign securities indices, for example: Standard & Poor's
Index of 400 Common Stocks, Standard & Poor's Index of 500 Common Stocks,
Merrill Lynch U.S. Treasury (15-year plus) Index, Lehman Brothers
Government/Corporate Bond Index, the Dow Jones Industrial Average, Morgan
Stanley Pacific (Excluding Japan) Hang Seng, and FT Pacific (Excluding Japan).
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, Pierce, Fenner & Smith, Inc., Bloomberg,
L.P., Dow Jones & Company, Inc., and The Federal Reserve Board) or included in
various publications (e.g. The Wall Street Journal, Barron's and The Decade:
Wealth of Investments in U.S. Stocks, Bonds, Bills & Inflation) reflecting the
investment performance or return achieved by various classes and types of
investments (e.g. common stocks, small company stocks, long-term corporate
bonds, long-term government bonds, intermediate-term government bonds, U.S.
Treasury bills) over various periods of time. This information may be used to
illustrate the benefits of long-term investments in common stocks.

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

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

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

TAXES
See also "Distributions 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, rulings and revenue
procedures 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 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 paid no federal income tax.
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 foreign currency related 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 a separate
category of 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
net 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 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.

Special tax rules apply to Individual Retirement Accounts ("IRAs") and
shareholders investing through IRAs, should consult their tax advisers for more
information. An individual may make an aggregate annual contribution to an IRA
in an amount equal to the lesser of his or her earned income or $2,000 ($2,250
for an individual and his or her nonearning spouse). The deductibility of such
contributions may be restricted or eliminated for particular shareholders.

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 the Adviser.

The Adviser places the portfolio security transactions of the Portfolio and
of certain other accounts managed by the Adviser for execution with many firms.
The 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, the 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 the 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 the Adviser's other clients in part for providing brokerage
and research services to the 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 the
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 the overall responsibilities which the Adviser and its affiliates have for
accounts over which they exercise investment discretion. In making any such
determination, the 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 in 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, the 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 the 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 the 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 the
Adviser receives such Research Services. The 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 the 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, the 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 the Adviser or its
affiliates. The 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
the Adviser's organization outweigh any disadvantage that may arise from
exposure to simultaneous transactions. For the brokerage commissions paid by the
Portfolio on portfolio transactions, see "Fees and Expenses" in Part II of this
Statement of Additional Information.

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

The Trust's Declaration of Trust may be amended by the Trustees when
authorized by vote of 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 applicable federal
laws or regulations. The Trust's By-laws provide that the Trust 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
shareholder. Moreover, the Trust's By-laws also provide for indemnification out
of the property of the Trust 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 directly held by the Trust are not registered
under the Securities Act of 1933 and are therefore not readily marketable. The
assets held by the Portfolio and indirectly held by the Trust are readily
marketable and will ordinarily substantially exceed the Trust's liabilities. In
light of the nature of the Trust's business and the nature of its assets,
management believes that the possibility of the Trust's liabilities exceeding
its assets, and therefore the shareholder'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 interests
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 CERTIFIED PUBLIC ACCOUNTANTS

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

<PAGE>
FINANCIAL STATEMENTS

ASIAN SMALL COMPANIES PORTFOLIO

STATEMENT OF ASSETS AND LIABILITIES
JANUARY 31, 1996

ASSETS:
Cash ................................................ $100,010
Deferred organization expenses ...................... 7,000
--------
Total assets .................................... $107,010

LIABILITIES:
Accrued organization expenses ....................... 7,000
--------
NET ASSETS .............................................. $100,010
========

NOTES:
(1) Organization expenses are being deferred and will be amortized on a
straight-line basis over a period not to exceed five years, commencing on
the effective date of the Portfolio's initial offering of its interests. The
amount paid by the Portfolio on any withdrawal by the holders of the Initial
Interests of any of the respective Initial Interests will be reduced by a
portion of any unamortized organization expenses, determined by the
proportion of the amount of the Initial Interests withdrawn to the Initial
Interests then outstanding.

(2) At 4:00 p.m., New York City time, on each business day of the Portfolio, the
value of an investor's interest in the Portfolio is equal to the product of
(1) the aggregate net asset value of the Portfolio multiplied by (ii) the
percentage representing that investor's share of the aggregate interest in
the Portfolio effective for that day.

(3) Asian Small Companies Portfolio (the "Portfolio") was organized as a New
York Trust on January 19, 1996 and has been inactive since that date, except
for matters relating to its organization and registration as an investment
company under the Investment Company Act of 1940 and the sale of interests
therein at the purchase price of $100,000 to Eaton Vance Management and the
sale of an interest therein at the purchase price of $10 to Boston
Management & Research (the "Initial Interests").

<PAGE>
INDEPENDENT AUDITORS' REPORT

To the Trustees and Investors of Asian Small Companies Portfolio:

We have audited the accompanying statement of assets and liabilities of
Asian Small Companies Portfolio (a New York Trust) as of January 31, 1996. This
financial statement is the responsibility of the Trust's management. Our
responsibility is to express an opinion on this financial statement based on our
audit.

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

In our opinion, such statement of assets and liabilities presents fairly, in
all material respects, the financial position of Asian Small Companies Portfolio
as of January 31, 1996, in conformity with generally accepted accounting
principles.

Deloitte & Touche LLP

Boston, Massachusetts
February 1, 1996

<PAGE>
APPENDIX A

ASIAN REGION COUNTRIES
The information set forth in this Appendix has been extracted from various
government and private publications. The Trust's Board of Trustees make no
representation as to the accuracy of the information, nor has the Board of
Trustees attempted to verify it.

AUSTRALIA
The Commonwealth of Australia comprises an area of about 2,773,000 square
miles -- almost the same as that of the United States, excluding Alaska. In June
1992 Australia's population was estimated to be 17 million people.

The Commonwealth of Australia was formed as a federal union in 1901, when
six British colonies of New South Wales, Victoria, Queensland, South Australia
and Tasmania were united as states in a "Federal Commonwealth" under the
authority of the Commonwealth of Australia Constitution Act enacted by the
British Parliament.

Prior to World War II, the Australian economy was highly dependent on the
rural sector. The 1950s and 1960 saw strong growth in the economy and
diversification through developments in the mining sector. There have been some
significant structural changes in the past 20 years, with the tertiary and
mining sectors growing strongly. The rural sector now accounts for approximately
4% of Gross Domestic Product ("GDP"), 6% of employment and 23% of exports by
value. The mining sector accounts for approximately 8% of GDP and 1% of
employment. Exports of mining commodities (including basic metal products)
account for approximately 42% of exports by value. The tertiary sector accounts
for approximately 71% of GDP, approximately 78% of employment and around 20% of
exports by value.

As of December 31, 1993, the total market capitalization of Australian
listed equities was U.S. $118 billion, which ranks behind Japan, Hong Kong and
Malaysia in Asia.

PEOPLE'S REPUBLIC OF CHINA
China is the world's third largest country occupying a region of 9.6 million
square kilometers. The country is divided into 23 provinces, three
municipalities (Beijing, Shanghai and Tianjin) and five autonomous regions
(Guangxi Xhuang, Nei Mongol, Ningxia Hui, Xinjiang Uygur and Xizang (Tibet)).
The capital and political center of China is Beijing. Shanghai is the largest
city and is also the commercial and financial capital.

China is the world's most populous nation, consisting of more than one-fifth
of the human race. The estimated population is approximately 1.3 billion. China
has engaged in a 20-year plan for restraining population growth as part of its
economic modernization program. Despite the plan, the population is likely to
exceed 1.300 billion by the year 2000.

In 1949, the Communist Party established the People's Republic of China. The
Communist government engaged in numerous campaigns to industrialize the country
with various programs. The failure of the Communist Party to achieve substantive
economic reform eventually led to political domination by the army. In the
1970's, the Chinese government, which had remained isolated from the world,
opened its doors. President Nixon's historic visit to China in 1972 established
diplomatic ties between China and the United States. China also renewed
diplomatic and trade relations with Western Europe, Japan and other Asian
nations such as Singapore, Indonesia and South Korea. Following Mao Zedong's
death in 1976, and the election of Deng Xiaoping as China's paramount leader,
China has continued to pursue an "Open Door Policy" encouraging foreign
investment and expertise inside its borders. Deng's leadership has emphasized
pragmatism rather than Party ideology.

In 1989, a growing dissatisfaction with the Communist government led to
anti-government student protests culminating in what is known as the Tiananmen
Square incident. The government's use of the military to suppress a peaceful
demonstration resulted in world-wide criticism. Currently, the leadership under
Deng Xiaoping remains committed to basic economic reforms but continues to
reject liberalization from the domination of the Communist Party in the
political decision-making process. The Chinese leadership still faces the
challenge of maintaining power under the Communist Party while fending off
Western political ideologies.

China currently has diplomatic ties with approximately 140 nations. It is a
charter member of the United Nations and a permanent member of the United
Nations Security Council. Currently, China is seeking admission to the General
Agreement on Tariffs and Trade.

Over the past decade, China has achieved annual growth in real gross
national product (GNP) averaging 10%. GNP in 1994 had increased to over 3.8
times the GNP in 1980 in real terms. However, growth has been unsteady, with
booms in 1984 and 1988 and downturns in 1981 and 1989. In 1988, the Chinese
Government instituted an austerity program which slowed the Chinese economy in
the following year. However, growth increased after 1989, achieving growth rates
of 9.5% in 1991, 14% in 1992, 13.3% in 1993 and 11.6% in 1994.

The economy in China consists of three sectors: state, cooperative, and
private. The state sector, though decreasing from 76% of GNP in 1980 to
approximately 50% in 1991, continues to constitute the bulk of the economy. In
recent years, however, the economy has been significantly restructured through
the abolition of the commune system in rural areas and the relaxing of
government authority in the day to day operations in both agricultural and
industrial enterprises. As the government assumes more of a regulatory and
supervisory role and less of a direct management role, market forces have been
allowed to operate. This has resulted in increased productivity and rising
incomes.

The following table sets forth selected data regarding the Chinese economy.

<TABLE>
<CAPTION>
MAJOR ECONOMIC INDICATORS
1988 1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Gross National Product
(% annual real growth) ............... 11.3 4.1 3.8 9.3 14.2 13.5 11.8
(nominal, RMB billion) ............... 1,492.8 1,690.9 1,853.1 2,161.8 2,663.5 3,451.5 4,500.6
(nominal, U.S. $ billion)* ........... 401.3 358.2 355.8 368.1 463.2 595.1 533.2
Per Capita GNP (U.S. $) ................ 364.2 320.1 313.0 346.8 397.9 504.5 435.9
Industrial Production (% annual growth). 17.9 6.8 6.0 14.2 20.4 23.6 21.7
Inflation (retail price index, % annual
growth) .............................. 18.6 17.8 2.1 3.0 6.2 13.2 21.8
Money Supply (M2, % annual growth) ..... 20.7 18.7 28.9 27.6 29.5 23.6 34.4
Government Budget Surplus/Deficit
(U.S. $ billion)* .................... (2.1) (1.9) (2.7) (3.9) (7.8) (10.3)
Exports (U.S. $ billion) ............... 47.6 52.5 62.1 71.9 85.1 91.7 121.0
(% annual growth) .................... 20.8 10.2 17.9 15.8 18.3 7.93 31.9
Imports (U.S. $ billion) ............... 55.3 59.1 53.3 63.8 80.8 103.9 115.7
(% annual growth) .................... 28.0 6.8 (9.8) 19.5 26.6 28.9 11.2
Trade Balance (U.S. $ billion) ......... (7.8) (6.6) 8.6 8.1 4.3 (12.2) 5.3
Exchange Rate (RMB/U.S. $) ............. 3.72 4.72 5.22 5.43 5.75 5.8 8.44
<FN>
- ----------------
* Translated at the respective exchange rate for each year shown in the table. Sources: China Statistical Yearbook,
1995 State Statistical Bureau of the People's Republic of China, Baring Securities.
</TABLE>

In 1990, industry accounted for 45.8% of China's National Income. In the
first three decades under Communist rule, China placed great emphasis on heavy
industry. Since the reform program began in 1978, a much greater emphasis has
been placed on light industry. Considerable industrial growth has come from
industrial enterprises in rural townships which are engaged in the processing
and assembly of consumer goods. These operations are concentrated in southern
China, where a major light industrial base has developed. Industrial output has
grown rapidly and is increasingly important to the Chinese economy.

China's current industrial policy also places emphasis on high-technology
industries supported by foreign technology, such as micro-electronics and
telecommunications. However, overstocking and poor economic results continue to
plague Chinese industry. Continued growth has been hampered by problems of
access to raw materials and energy supplies.

Although long term growth in agricultural production has slowed, China
remains one of the world's largest agricultural producers. The government has
emphasized diversification of production, and a commitment to the maintenance of
grain outputs. Other agricultural products have also shown increases in
production in recent years, with cotton production at the forefront.

Although China has a vast potential for energy production, this potential
has been largely untapped. However, China is the world's largest producer of
coal and the world's fifth largest oil producer. Until recently, China did not
have the capacity to utilize its off-shore oil fields due to the country's
relatively low level of technology. Joint ventures with foreign companies,
however, have allowed China to use the fields, and further growth in oil
production, both off-shore and on-shore, is expected. China also has significant
potential for harnessing hydroelectric power, but has utilized only a small
portion of this potential. China is planning to make hydroelectric power a major
source of energy in the years ahead.

China's objective to quadruple the 1980 industrial and agricultural output
by the year 2000 requires the country's output to grow at an average annual rate
of growth of about 6% in the 1990's. To enable China to accomplish this growth
target under the prevailing economic environment, China's economic policy aims
to provide a stable and non-inflationary environment to revive growth. Another
prevailing goal is to relieve the supply bottlenecks arising from imbalanced
growth over the last 10 years with resources to be allocated to the priority
areas of agriculture, energy, transportation, telecommunications and basic
materials industries. Emphasis is also placed on export-oriented and
import-substitute production.

Historically, China has had a relatively high rate of national savings.
Total savings in 1994 were 3,682.98 billion RMB.

Inflationary pressures are a major concern in the Chinese economy. While the
retail price index has been relatively stable in recent years, this figure
understates inflation, especially urban inflation. A more informative measure is
the cost of living index in 35 major cities, which has generally risen at a
higher rate. In light of the on-going reforms of price subsidies and continued
growth, relatively high inflation should be expected.

China's monetary policy has vacillated between expansionist and
contractionist. This varying monetary policy has contributed to a fundamental
cycle of the Chinese economy in recent years: reform and expansion leading to
overheating of the economy and tightening of control. Persistent fiscal deficits
have been a macroeconomic management problem in China in recent years. Despite
efforts by the government to increase revenues and control spending, deficits
continue to be a problem. The deficit for 1994 was 37.95 billion RMB.

As a result of the economic reforms commenced in 1978, China's foreign trade
has grown considerably in value, range of products and number of trading
partners. A major goal of China's trade policy is to increase the percentage of
manufactured goods in the country's total exports. Gradual progress has been
made in recent years with the aid of the imported foreign technology. Textiles
and garments together form the single largest export category, representing 25%
of total export values. China's trade balance has fluctuated over the last five
years. In 1994, China's foreign trade yielded a surplus of U.S. $5.35 billion.

Hong Kong is the leading destination for Chinese exports, accounting for
over 40% of total export volume. Hong Kong is also a major re-export center for
Chinese goods. Other large export markets for China include Japan, the United
States, and Germany. Over the past few years, China's imports have continued to
expand and diversify. Hong Kong, Japan and the United States are China's top
three suppliers. Other major suppliers include Germany and Italy.

China has traditionally adopted a policy of self-reliance when financing
development; overseas borrowings have been minimal. The country has remained a
conservative borrower but, since the early 1980s, has been making greater use of
foreign capital and financing, including government-assisted facilities and
project and trade financing.

The primary sources of foreign capital for China, in order of importance,
are: (1) International Monetary Fund and World Bank loans and credits; (2)
government low interest loans and credits; and (3) commercial loans and credits.

There is centralized control and unified management of foreign exchange in
China. The renminbi has been devalued progressively in recent years,
depreciating by almost 70% against the U.S. dollar between 1981 and 1990.

There currently are two officially recognized exchanges in China, the
Shanghai Securities Exchange ("SHSE"), which commenced trading on December 19,
1990, and the Shenzhen Stock Exchange ("SZSE"), which commenced trading on July
3, 1991. "B" shares are offered exclusively for investment by foreign investors,
and their total market capitalization in December 1995 was over $2 billion. A
number of organized securities markets exist in other cities in China, but these
are primarily over-the-counter markets. China has not yet promulgated a national
securities law. At the local level, however, many cities and provinces have
promulgated securities rules and regulations.

HONG KONG
As a trade entrepot and finance center, Hong Kong's viability has been
inexorably linked to mainland China since the establishment of the Colony in
1841. Hong Kong remains China's largest trade partner and its leading foreign
investor. In 1995, visible trade between Hong Kong and China exceeded $33.4
billion.

In the last two decades there has been a structural change in Hong Kong's
economy, with growth in the services sector outpacing manufacturing growth. With
more and more labor intensive manufacturing relocating to Southern China, Hong
Kong has developed its services sector, which in 1993 contributed 72.5% of GDP.

In recent years large numbers of Hong Kong based companies have set up
factories in the southern province of Guangdong, where it is estimated that Hong
Kong companies employ between 2.5 and 3 million workers. The low cost of setting
up a factory in China and low wage rates have been the primary attractions.
While few Hong Kong companies in the service sector derive the majority of their
sales from China, activity there is increasing notably in the construction,
utilities, communications and tourism sectors. Examples include China Light and
Power, Hong Kong Telecom and Hopewell Holdings. Although less noticeable than
Hong Kong's investment in China, there has been considerable growth in Chinese
investment in Hong Kong over the last decade and particularly in the last five
years. In contrast to Japanese investment, Chinese investment in Hong Kong
typically involves the purchase of stakes in existing companies. This has
traditionally been in the banking and import/export sectors. Recently,
investment in property, manufacturing and infrastructure projects has increased.
The most active Chinese enterprise in Hong Kong, the Bank of China Group, is the
second largest banking group in Hong Kong. Much as China has become the
manufacturing capital for Hong Kong companies, Hong Kong is the primary funding
center for the development of China through direct investment, syndicated loans,
commercial paper and share issues in Hong Kong by Chinese companies.

In view of the growing economic interaction between Hong Kong and Southern
China, it is increasingly meaningful to consider the concept of a Greater Hong
Kong economy consisting of Hong Kong and Guangdong Province, with a combined
population of 72 million and average per capita GDP of $2,130 in 1993. Given the
human, financial and technological resources in Hong Kong and the low wage rates
and infrastructural requirements of China, the economic rationale for further
integration of the two economies is considerable. In ensuring the role of Hong
Kong in the economy of Southern China, the challenge of policy makers in Hong
Kong is to see that the colony's infrastructure is capable of accommodating the
sustained 15% annual growth of the Guangdong economy, and with it increasing
trade and investment flows. Towards this end, the Hong Kong government in 1989
unveiled PADS, the Port and Airport Development Strategy. The project, estimated
to cost $21 billion, is designed to allow Hong Kong's cargo handling capacity to
increase by four times between 1988 and 2011 and its air traffic handling
capacity to increase from 15 million passengers in 1988 to 50 million in 2011.
Representatives of the Hong Kong and Chinese governments are currently
discussing the future of the PADS project and its financing.

In the past, political considerations have hindered closer economic
integration between Hong Kong and China. It was largely in response to the
United Nations embargo on trade with China in the 1950s and 1960s that Hong Kong
developed a significant manufacturing base. In the last several years, however,
there has been an improvement in relations between China and Hong Kong. In
September 1991, Hong Kong and China concluded the Sino-British Memorandum of
Understanding, providing a framework for the PADS project. Of even greater
importance, the Basic Law, the outline for Hong Kong's government post 1997,
calls for Hong Kong's capitalist system to remain intact for an additional fifty
years after 1997 and sets out details for the integration of Hong Kong into
China after 1997.

The Stock Exchange of Hong Kong Ltd. ("Hong Kong Stock Exchange" or "HKSE"),
which commenced trading on April 2, 1986. The HKSE, with a total market
capitalization as of October, 1994 of approximately H.K. $2,476 billion
(approximately U.S. $320.3 billion), is now the second largest stock market in
Asia, measured by market capitalization, behind only that of Japan. As of that
date, 520 companies and 908 securities were listed on the Hong Kong Stock
Exchange. The securities listed include ordinary shares, warrants and other
derivative instruments.

There are no regulations governing foreign investment in Hong Kong. There
are no exchange control regulations and investors have total flexibility in the
movement of capital and the repatriation of profits. Funds invested in Hong Kong
can be repatriated at will; dividends and interest are freely remittable.

INDIA
India is the seventh largest country in the world, covering an area of
approximately 3,300,000 square kilometers. It is situated in South Asia and is
bordered by Nepal, Bhutan and China in the north, Myanmar and Bangladesh in the
east, Pakistan in the west and Sri Lanka in the south. Most of the population
still lives in rural areas. The official language is Hindi, with English also
being used widely in official and business communications. The Indian population
is comprised of diverse religious and linguistic groups. Despite this diversity,
India is the world's largest democracy and has had one of the more stable
political systems among the world's developing nations. However, periodic
sectarian conflict among India's religious and linguistic groups could adversely
affect Indian businesses, temporarily close stock exchanges or other
institutions, or undermine or distract from government efforts to liberalize the
Indian economy.

India became independent from the United Kingdom in 1947. It is governed by
a parliamentary democracy under the Constitution of India, under which the
executive, legislative and judicial functions are separated. Since 1991, the
government of Prime Minister Narasimha Rao has introduced far-reaching measures
with the goal of reducing government intervention in the economy, strengthening
India's industrial base, expanding exports and increasing economic efficiency.
The system of industrial licenses known as the "License Raj", by means of which
the government controlled many private sector investment decisions, has been cut
back. Government approvals required to increase, reduce or change production
have been greatly reduced.

Modern economic development in India began in the mid-1940s with the
publication of the Bombay Plan. The Planning Commission was established in 1950
to asses the country's available resources and to identify growth areas. A
centrally planned economic model was adopted, and in order to control the
direction of private investment, all investment and major economic decisions
required government approval. Foreign investment was allowed only selectively.
This protectionist regime held back development of India's economy until the
mid-1980s when there began to be some move towards liberalization and market
orientation of the economy. With the liberalization measures introduced in the
budget of 1985, the annual growth of the country's real gross domestic product
rose from an average 3-4% since the 1940s to an average 6.1 percent between 1986
and 1990.

Since 1990, the Indian government has continued to adopt measures to further
open the economy to private investment, attract foreign capital and speed up the
country's industrial growth rate. For example, the banking industry has recently
been opened to the private sector, including to foreign investors. Banks were
nationalized in 1969, and no new privately owned banks had been permitted. The
government is now granting new banking licenses. The government also has
recently permitted foreign brokerage firms to operate in India on behalf of
foreign institutional investors, and has permitted foreign investors to own
majority stakes in Indian asset management firms. Ownership and sale of
commercial real estate is expected to be permitted to foreign firms soon as
well. In 1992, it was announced that foreign institutional investors would be
able to invest directly in the Indian capital markets. In September 1992 the
guidelines for foreign institutional investors were published and a number of
such investors have been registered by the Securities and Exchange Board of
India, including the Adviser.

The government has also cut subsidies to ailing public sector businesses.
Further cuts, and privatizations, are expected, although resistance by labor
unions and other interest groups may hinder this process. Continuing the reform
process, India's Finance Minister in early 1994 proposed tax cuts for the
corporate sector, sharp reductions in import duties and a further lowering of
bank interest rates. In sum, the government's new policies seek to expand
opportunities for entrepreneurship in India.

Foreign investors have responded to these trends by putting resources into
the Indian economy. The Asian Development Bank, for example, established its
first Indian office in 1992. Investment by Singapore-based companies accelerated
significantly in 1993. India's foreign exchange reserves, which had fallen to
about $1 billion in 1991, were over $20 billion in March, 1995.

India's Parliament consists of the Lok Sabha (House of the People) and the
Rajya Sabha (Council of States). The Lok Sabha is elected directly by universal
suffrage for a period of five years while the Rajya Sabha comprises members
indirectly elected by the States and Union Territories for a six-year term and
members nominated by the President of India.

The President of India is the constitutional head of the executive branch of
government and exercises powers under the Constitution with the advice of the
Council of Ministers, headed by the Prime Minister. The Prime Minister and the
Council of Ministers, who are responsible to the Lok Sabha, hold effective
executive power. The present Prime Minister is Mr. Narasimha Rao, who leads the
Congress Party. The Congress Party holds a slim majority of seats in the Lok
Sabha. The Bhartiya Janata Party holds the next largest number, accounting for
approximately 20%. The Congress Party lost 3 out of the 4 state legislature
elections held in 1994.

India comprises 7 Union Territories and 25 States. Each state has a
governor, a council of ministers and a Legislature. The Union Territories are
administered by the central government in New Delhi. There is a general system
of local government throughout the country.

The Judiciary consists of the Supreme Court of India, located at New Delhi,
and High Courts located in each State. The Judiciary is independent of the
Executive branch and the Legislature. The Supreme Court is vested with powers to
determine disputes between the Union Territories and the States or between
States, to enforce fundamental rights and to act as the guardian of the
Constitution. All judges of the Supreme Court and High Courts are appointed by
the President of India. The Constitution provides that the judges cannot be
removed from office unless impeached by both Houses of Parliament.

The government of Mr. Narasimha Rao, which took office in June 1991, has
been supported by consensus among the other main political parties that
structural changes in the economic system were required. With a rising oil
import bill, adverse balance of trade payments and a large foreign debt, India
had reached a position where it was unable to obtain further commercial
borrowings. In July 1991 the Finance Minister, Dr. Manmohan Singh, presented his
first budget and announced a new industrial policy. In consequence, for many
industrial sectors, it became no longer necessary to obtain government approval
for new investments. Foreign companies could now hold up to 51% of an Indian
company as opposed to 40% previously.

The process of liberalization was taken further with the budget of February
1992 when the Rupee was made partially convertible and import tariffs were
reduced. Personal tax rates were brought down. The office of the Controller of
Capital Issues which had determined the pricing of shares issued by companies
was abolished.

The Finance Minister has presented the budget for 1995 which has further
rationalized indirect taxes by reducing excise duties on a variety of items and
slashing peak import tariffs from 65% to 50%. However, outlay on welfare
measures has been increased and no further tax cuts have been announced for the
corporate sector.

In India, Foreign Institutional Investors ("FIIs") may predominately invest
in exchange-traded securities (and securities to be listed, or those approved on
the over-the-counter exchange of India) subject to the conditions specified in
the Guidelines for Direct Foreign Investment by FIIs in India, (the
"Guidelines") published in a Press Note dated September 14, 1992, issued by the
Government of India, Ministry of Finance, Investment Division. FIIs have to
apply for registration to the Securities and Exchange Board of India ("SEBI")
and to the Reserve Bank of India for permission to trade in Indian securities.
The Guidelines require SEBI to take into account the track record of the FII,
its professional competence, financial soundness, experience and other relevant
criteria. SEBI must also be satisfied that suitable custodial arrangements are
in place for the Indian securities. The Adviser is a registered FII and the
inclusion of the Portfolio in the Adviser's registration was approved by SEBI.
FIIs are required to observe certain investment restrictions, including an
account ownership ceiling of 5% of the total issued share capital of any one
company. In addition, the shareholdings of all registered FIIS, together with
the shareholdings of non-resident Indian individuals and foreign bodies
corporate substantially owned by non-resident Indians, may not exceed 24% of the
issued share capital of any one company. Only registered FIIS and non-Indian
mutual funds that comply with certain statutory conditions may make direct
portfolio investments in exchange-traded Indian securities. Income, gains and
initial capital with respect to such investments are freely repatriable, subject
to payment of applicable Indian taxes.

India currently imposes 20% withholding tax on interest and dividends.
Withholding tax of 10% is currently imposed on gains from sales of shares held
one year or more and 30% on gains from sales of shares held less than one year.
The withholding rate on gains from sales of deb securities is currently 10% if
the securities have been held three years or more and 30% if the securities have
been held less than three years. (Rates are higher for non-FII transactions.)

INDONESIA
It can at least be argued that Indonesia has had fewer changes in its
political system than its Asian neighbours. In fact, there have been only two
rulers of Indonesia since independence was gained from the Dutch in 1948 --
Sukarno and Suharto. But equally it should not be forgotten that the two major
turning points in the country's modern history -- independence and the 1965
revolution -- were unusually violent episodes in the life of any country. The
stability which Indonesia has enjoyed during the past twenty-five years under
Suharto should, therefore, be placed against this background.

In many ways the same three pillars of stability which are found in Thailand
- -- the army, the king and the national religion -- are present in Indonesia
except that the President, Suharto, stands in the place of the monarchy and the
national religion is Islam rather than Buddhism. The question of monarchical or
presidential succession remains perhaps the major political risk confronted by
the foreign investor as so many aspects of the business life of the country
relate directly to Suharto or his immediate family. The role of the army in
Indonesia is a great deal more clear cut and predictable than in either Thailand
or in the Philippines. In effect, there have been no attempted military coups
since 1966. The army remains wholly in support of Suharto. It has been
suggested, in fact, that anyone who might be considered as a candidate to
succeed Suharto must be Javanese and must be a general.

The role of Islam in the national life of Indonesia is a more complex
subject. The Mohammedan religion first reached the shores of western Sumatra
through the coming of the Arab traders around 1400. The western-most state of
Aceh has remained a stronghold of Islamic fundamentalist belief ever since.
Sumatra in general has remained restive and unwilling to bend to the yoke of a
tight central control from Java. In fact, this is also true of many other island
provinces of the huge Indonesian archipelago which will have, by the year 2000,
a population of over 200 million. Following the 1958 uprising in Sumatra and
Celebes (or Sulawesi) the Javanese policy was to plant more settlers in these
outlying islands from Java (where 80 percent of the population lives). Political
and religious factors, therefore, cannot be disentangled in the future horoscope
of Indonesian political life.

Fundamentalism is on the rise, as also in Malaysia, and politicians with
fundamentalist Islamic beliefs and supporters are likely to take a more active
role. However, the situation cannot be compared with Iran or Saudi Arabia. In
neither Indonesia nor Malaysia has Islam taken over all aspects of every day
life with its rules about the role of women or the consumption of alcohol or the
exaction of interest or usury on capital. In all these respects Indonesian life
is relatively "modern." There is a more easy-going Asian approach to matters of
religious belief.

However, the social question, which one cannot ignore, concerns the role of
the minority and non-Muslim peoples in Indonesia, in particular the Chinese
community in Java. Although the total Chinese population is less than 5 million,
or around 3 percent of the total, 80 percent of the commerce and much of the
capital wealth remains in the hands of this small but tight-knit Chinese
community. In 1966 there were violent anti-Chinese riots and killings in
Jakarta, Surabaya and other Javanese cities. Many thousands of Chinese fled to
Hong Kong and to China but this is a spectre which has been banished from the
life of the nation since Suharto came to power. He is well known to have close
links with the leading members of the Chinese business community.

The role of Chinese businesspeople in Indonesia has been brought into much
greater focus by the explosion of the Jakarta stock market in the late 1980's.
Much of the wealth which was rumoured to exist in the hands of the great Chinese
families is now visibly calculated on a daily basis in the large listed
capitalization of the Indonesian-Chinese industrial groups such as Indo-Cement
and Astra. There is, of course, a two-way flow of capital involved in this
process of the rapid evolution of the capital market in Jakarta, by which up to
U.S. $5 billion of foreign capital has entered the country in the form of equity
investment, largely from foreign fund managers, and a substantial amount of
Chinese capital has been able to leave the country in the opposite direction.

The enormous economic potential of Indonesia, its vast natural resources and
its large labour force being two principal attractions, cannot be doubted.
However, the main element of political risk is the possibility of a further
violent episode in the political life of the country when the next transfer of
power occurs at the top.

The following table gives details of the overall economic performance of
Indonesia from 1987 to 1994.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
TRADE
EXCHANGE GDP SURPLUS/ MARKET MARKET
RATE GROWTH (DEFICIT) YEAR-END CAPITAL
AV. US $ (%) CPI (US $BN) P/E CLOSING (US $BN)
----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1987 1,720 3.6 9.0 4.6 83.0 0.07
1988 1,735 5.6 7.4 4.9 41.2 305.0 0.26
1989 1,784 7.4 6.0 5.8 24.7 399.0 2.42
1990 1,889 7.4 9.6 3.9 19.9 418.0 6.2
1991 1,984 6.5 9.5 5.5 17.1 247.0 8.1
1992 2,064 6.0 4.9 6.9 14.4 274.0 12.1
1993 2,110 6.5 7.0 9.0 27.4 589.0 43.0
1994 2,160 7.3 9.2 7.8 18.8 470.0 52.0
1995* 2,316 7.2 9.6 7.0 14.5 -- 55.0
<FN>
* Estimate
</TABLE>

Indonesia began the 1980s principally as an oil exporter. During the 1970s
it had a high rate of inflation but also a very rapid economic growth on the
back of the oil boom. The fall in oil prices in the early 1980s, which became
precipitate in the spring of 1986, therefore, forced a review of their
priorities. Reducing inflation, diversifying the economy away from oil and
maintaining a stable growth in the economy to provide as full employment as
possible for the large young population, were selected as the main objectives.
It is remarkable to see the extent to which these aims have been achieved during
1985-90. Inflation has been brought from 20 percent, at the beginning of the
decade, to around 6 percent in 1989-90. Economic growth, having fallen to 2.5
percent in 1985 regained the level of 7.4 percent by 1990. The rupiah, which had
undergone a 30 percent once-and-for-all evaluation in the autumn of 1985, had
stabilized on a "crawling peg" system with an annual devaluation of around 5
percent. The trade surplus continued at a healthy US $4-5 billion annually and
the inflow of foreign capital more than offset Indonesia's foreign debt
position. Therefore, it is possible to conclude that the good macroeconomic
management, which was achieved by the small group of technocrats employed by
Suharto to direct the economy, had been very successful in reducing the economic
risk of the country. The future path of the Indonesian economy will, therefore,
depend as much on the development of low wage manufacturing and the inflow of
Japanese capital, on the liberalization of the banking system and the capital
market, as on the price of basic commodities. This gives a much greater degree
of stability to the Indonesian economy as a whole.

JAPAN
The Japanese archipelago stretches for 1,300 miles in the western Pacific
Ocean. The total area of all the islands is about equal to the size of
California. Only one third of the land is suitable for agriculture, housing,
industry, and commerce.

Japan has a population of about 125 million people, roughly half that of the
United States and twice that of England or Germany. Life expectancy is the
highest in the world. The literacy rate in Japan approaches 100%. The high level
of education, combined with the Confucian work ethic, has created a motivated
work force which boasts a very high savings rate.

Japan is evolving into a post-industrial society and economy as we approach
the 21st century. Japan's postwar growth was phenomenal. By 1970, Japan's Gross
National Product (GNP) had surpassed those of the United Kingdom and the former
Soviet Union. The Japanese economy is now the second largest in the world; its
per capita GNP is the highest among large industrial countries.

During the era of high economic growth in the 1960s and early 1970s,
Japanese expansion focused on the development of heavy industries such as steel,
shipbuilding, and chemicals. In the 1970s, Japan's industrial structure shifted
toward assembly industries with a strong emphasis on exports. In that decade,
Japan became a major producer and exporter of automobiles and consumer
electronics. In the 1980s, Japan gradually stepped toward a post-industrial
society. This evolution had been characterized by an increased reliance on
services, a per capita income which is the highest in the world, rapidly
changing lifestyles influenced by the younger generation, a greater dependence
on domestic markets, a comparative advantage in high technology, and active
participation in the high-growth economies of East Asia, including China.

Japan has had low inflation in recent years. In the past 10 years, the rate
of inflation has ranged between 2% and 3% per year, making it one of the lowest
rates in the world. This remarkable achievement was made possible by gains in
productivity, which exceeded wage increases, and by a strong yen, which reduced
imported raw material costs.

Japan's stock exchanges comprise over 25% of the world's equity market. Like
other stock markets, the Japanese stock market can be volatile. For example, the
Japanese stock market, as measured by the Tokyo Stock Price Index (TOPIX),
increased by over 500% during the ten-year period ended December 31, 1989,
reaching its high of 2884.80 on December 18, 1989, and it has declined by over
45% since that time, falling to 1559.09 on December 30, 1994. This decline has
had an adverse effect on the availability of credit and on the value of the
substantial stock holdings of Japanese companies, in particular, Japanese banks,
insurance companies and other financial institutions. This in turn has
contributed to the recent weakness in Japan's economy. A continuation or
recurrence of a Japanese stock market decline could have an adverse impact
throughout Japan's economy.

KOREA
Political volatility has characterized the history of South Korea (referred
to as Korea throughout this section) during the past forty years, while at the
same time an extraordinary economic boom has occurred. Rigid discipline has been
characteristic of the military government under President Park during the 1960s
and 1970s, which were the most successful decades in economic terms particularly
in the growth of Korea's exports and in the per capita income. It is important
to remember how completely the cities and transport system of the southern part
of the Korean peninsula had been destroyed in the civil war of the 1950s. The
effort of reconstruction was, therefore, enormous. Living standards in the 1960s
were extremely low. The threat from North Korea has exerted a continuous
military pressure on the South in the past forty years which is probably unique
to any country in the world, even including West Germany or Taiwan. Seoul is
only 30 kilometers from the demilitarized zone and, therefore, lives in a
continuous state of tension and fear of an imminent invasion. This very real
threat is also translated into a very high percentage of military spending in
the national budget. If Korea is compared with Japan, the Koreans have had to
spend ten times more of their national income on defense than the Japanese and
yet have succeeded in recording higher rates of economic growth.

The fierce political in-fighting, which has been a constant characteristic
of Korean history, was suppressed for a period in the 1970s and 1980s, both
before and after the assassination of President Park. Since 1987 the opening up
of the democratic process has been smoothly handled despite the continuing
student riots and disturbances. In fact, stock market investors have generally
ignored the television images of riot police, tanks firing tear gas and students
throwing petrol bombs, to concentrate more on the continuous success of Korean
companies in their conquest of overseas export markets and their impressive
earnings growth. Nevertheless, the threat from the North and the fierceness of
the Korean political opposition do combine to give Korea a lower score for
political stability than its neighbours. We have the sense in Korea of a higher
risk but also a much greater potential should the rapprochement with the North
lead to a peaceful reunification.

The following table gives details of the overall economic performance of
South Korea from 1987 to 1994.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
TRADE
EXCHANGE GDP SURPLUS/ MARKET MARKET
RATE GROWTH (DEFICIT) YEAR-END CAPITAL
AV. US $ % CPI (US $BN) P/E CLOSING (US $BN)
------------ ---------- ------- -------------- -------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1987 822.57 13.0 3.0 7.7 10.6 525.1 33.0
1988 731.47 12.4 7.1 11.4 13.6 907.2 94.3
1989 671.46 6.7 5.7 4.6 22.9 909.7 140.9
1990 707.76 9.3 8.6 (2.0) 18.5 696.1 110.2
1991 731.60 8.3 9.7 (7.0) 15.0 610.9 96.4
1992 781.08 4.7 6.2 (2.1) 15.0 678.4 107.4
1993 808.10 5.5 6.5 (1.6) 17.5 866.0 139.0
1994 803.62 8.4 6.3 (3.1) 18.0 1,027.0 190.0
1995* 768.40 9.0 5.2 0.7 15.1 -- 203.0
<FN>
*Estimate
</TABLE>

South Korea has the highest overall score for economic growth in the world
over the past twenty years even when compared with the other Asian tigers. The
average growth over a twenty-year period has been close to 9 percent in real
terms, at certain times reaching even 13-14 percent. This means that the average
Korean today has a per capita income of nearly U.S. $6,000 per annum, an income
which has grown nearly thirty times in thirty years. There have been tremendous
social changes resulting from this economic boom, notably the shift of
population from the countryside into the cities and the shift in the economic
structure from agriculture to industry and, more recently, to the service
sector. This has all occurred in a shorter period of time than in almost any
other advanced economy. What took England one hundred years and Japan thirty
years, has taken Korea typically less than ten years. There has been some
slowing during the 1980s compared to the 1970s, but Korea still has among the
highest overall ratings for GNP growth. Its industrial workforce has not lost
its competitive edge and the average working week in Korea is still in excess of
fifty hours, the longest working week in the world. These are the foundations of
Korea's continued economic success. It is unlikely that such characteristics,
being social in origin, will disappoint us in the next decade. Therefore it is
reasonable to expect Korea's economy to continue to be one of Asia's most
succesful.

The flexibility of its large trading companies, the chaebol, has been
recently underlined again as they have shifted their emphasis from the United
States, Canada and Europe towards the new markets of China and the Soviet Union.
There is little doubt that Korean exporters will be leading the Japanese in
providing Russian consumers with basic consumer goods. The readiness to take
risks in new areas has continuously paid off for Korean companies just as it did
when they were able to grab the major construction contracts in the Middle East
during the oil boom of the 1970s. (These new trade links have also translated
into new diplomatic links with China, Hungary, Poland and the Soviet Union, thus
further isolating North Korea from its communist neighbours.)

Inflation in Korea has been higher than in Japan or Taiwan. In the 1970s,
Korea experienced an annual average inflation rate of nearly 15 percent.
Beginning in 1982, however, the tight monetary policy succeeded in bringing this
annual consumer price index down to single digits until 1990 when the rate
jumped again to 8.6 percent. The Korean export boom has led to a big inflow of
foreign exchange accompanying Korea's trade surpluses of the past five years.
This, in turn, has led to a sharp increase in money supply and a boom in real
estate prices in Seoul. Thus the rise of both the Korean share market and
property market since 1985 has in a sense been a lagging indicator of the
economic boom of earlier years with its inevitable build up of national and
personal wealth among the Korean population. Nowhere has the number of investors
grown faster than in The Korea Stock Exchange during the 1980s. Thus rising
prices have reflected rising national wealth. This inflation problem has been,
and can again be, tamed by a strong central bank response and this is what would
be expected in the 1990s.

The exchange rate of the Korean won against the U.S. dollar has reflected
both the relative inflation rates of Korea and its international trading
partners and also the more recent success of Korea in repaying much of its
foreign debt and building up its reserves. The won was held very steady during
the 1970s and then allowed to devalue between 1980 and 1985 from 484 won to the
dollar to its lowest level of 890 won to the dollar. With the sharp improvement
in Korea's overseas trade position the won started to appreciate from 1986
onwards. With the subsequent relapse of Korea into a new trade deficit in 1990
and the recovery of the dollar in world exchange markets, the Korean won has
again depreciated slightly. However, there is a high degree of stability and the
currency is managed by the central bank. A devaluation of more than 5 percent
per annum should not be expected unless Korea's trade or inflation problems
worsen significantly.

It is likely that Korea's foreign trade position will improve again thanks
to the country's competitive position in export markets. In a more liberated
domestic economy with lower tariffs on foreign goods, however, it will be more
difficult to restrain the growth of imports as Korean consumers demand a greater
choice. Korea's main deficit is with Japan and consists largely of capital
goods. This is likely to continue as long as Korean manufacturers wish to
maintain their competitive edge in the most modern plant and equipment.

MALAYSIA
The central dilemma in assessing Malaysia's political risk is the perennial
question of relations between the Malay and Chinese communities representing as
they do about 60 percent and 30 percent of the population respectively. Since
the 1969 anti-Chinese riots in Kuala Lumpur the country has been unruffled by
any serious inter-racial violence and during this period a great deal has been
accomplished in transforming the economy and in transferring the wealth of the
country from foreign and Chinese hands into the hands of the bumiputra (or the
sons of the soil), which is the dominant Malay majority. The success of this New
Economic Policy is unquestioned and has given a great deal of legitimacy to the
continued run of the United Malay National Organisation (UMNO) under its
successive prime ministers and most recently under Dr. Mahathir Mohammed who has
now held power for a decade. This economic success has also done much to defuse
the threat from the Islamic fundamentalists who have tended to get co-opted into
the ruling party. The Chinese community has also done well in economic terms
although the political disunity in the Malay Chinese Association (MCA) has left
them somewhat leaderless in the political sphere.

Politics in Malaysia continues to be a question to revolve around its
leading personalities. It should also be noted, however, that Malaysia shares
one characteristic with Thailand, which is a strong monarchical system. In
Malaysia's case it is less visible because the kingship is shared on a five-year
revolving basis among the sultans of the various states of the federation. This
clear distinction of the British model between the head of state, or monarch,
and the prime minister, or political leader, is important to Malaysia's overall
stability.

The geographical divide between peninsular Malaysia and East Malaysia,
consisting of the states of Sabah and Sarawak, also underlines the need for a
great deal of political decentralization. Sabah and Sarawak have very different
histories from the other Malaysian states and can be examined for their
political make-up on a separate basis including the question of the Christian
minority in Sabah. Overall, however, it must be judged that Malaysia's economic
success has led to a far greater degree of political stability than was expected
following independence in 1963.

Malaysia's relations with its neighbours on the whole are excellent and, in
particular, the relationship with Singapore, which remains the largest investor
in the country, is a key one. The Singapore government is obviously enthusiastic
to diversify its industrial base across the causeway into Johore and further
north into peninsular Malaysia. This is good news for Malaysia's economic and
political stability.

The following table gives details of the overall economic performance of
Malaysia from 1987 to 1994.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
TRADE
EXCHANGE GDP SURPLUS/ MARKET MARKET
RATE GROWTH (DEFICIT) YEAR-END CAPITAL
AV. US $ % CPI (US $BN) P/E CLOSING (US $BN)
------------ ---------- ------- -------------- -------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1987 2.52 5.4 0.8 5.9 78.0 261.19 18.49
1988 2.61 8.9 2.5 5.6 36.0 357.38 29.05
1989 2.70 9.2 2.8 3.9 28.7 562.28 39.73
1990 2.70 9.8 3.1 1.9 39.8 505.9 48.81
1991 2.75 8.8 4.3 (6.4) 29.3 556.2 57.49
1992 2.62 8.0 4.7 2.8 21.0 644.0 92.20
1993 2.70 8.5 3.6 3.8 34.3 1,275.0 241.00
1994 2.62 9.2 3.7 (2.2) 23.2 971.0 275.00
1995* 2.55 9.2 3.7 (6.7) 20.4 -- 204.00
<FN>
*Estimate
</TABLE>

Malaysia, along with Singapore, experienced a sharp recession in 1985-6
owing to an excessive tight monetary policy in both countries. Since 1987
Malaysia has, however, returned to the path of high growth and low inflation.
Nevertheless, over a twenty year period Malaysia ranks behind Singapore,
Thailand and Hong Kong, although ahead of Indonesia in past overall economic
growth. The change in the past five years has also been accompanied by an
accelerated shift into manufacturing and away from the old dependence on the
plantation sector. This manufacturing growth has been led by investment from
Japan and Taiwan and notable national projects such as the Proton car. Malaysia
is attempting to move up market into the new product areas such as electronics,
car assembly and consumer goods. It is likely to be successful in doing so owing
to its literate and trainable workforce. Therefore, one can be fairly confident
that Malaysia's economic record will continue to be bright.

The exchange rate of the Malaysian ringgit has been closely tied to that of
the Singapore dollar which itself has been very stable if not strong against
other world currencies, expecially the US dollar. Therefore, the ringgit has had
a very stable record against the dollar and is likely to maintain this
stability. Malaysia's foreign trade has generally been in surplus, although
between 1990 and 1991 this figure fell sharply partly owing to fall-off in
Malaysia's energy exports. As manufactured goods assume a larger importance in
the composition of exports compared with crude oil, rubber and palm oil,
Malaysia's trade position should gradually become steadier. For an investor
Malaysia remains attractive although vulnerable to external shocks either in
terms of commodity prices or in a fall in export demand in its principal
markets. The infrastructure, high literacy rate and relative political stability
in recent years are all bonus points for the country's overall image.

PAKISTAN
Pakistan, occupying an area about 800,000 square kilometers, is bounded in
the south by the Arabian Sea and India. In the north are China and Afghanistan.
To the west and northwest are Iran and Afghanistan. To the east is India. The
capital is Islamabad. Karachi is the biggest commercial and industrial city.

Pakistan is the world's ninth most populous country. The population is
currently estimated at approximately 130 million, with an annual population
growth rate of 3.0%. The national language is Urdu, although English is widely
spoken and understood throughout the country.

Pakistan was created in 1947 in response to the demands of Indian Muslims
for an independent homeland, by the partition from British India of two Muslim
majority areas. In 1971, a civil war in East Pakistan culminated in independence
for East Pakistan (now Bangladesh). Over the past 45 years, Pakistan and India
have gone to war three times and intermittent border exchanges occur at times.
In particular, relations with India remain unfriendly over the disputed
territory of Kashmir, with its majority Muslim population.

Pakistan has a federal parliamentary system in which its provinces enjoy
considerable autonomy. The head of state is the President, who has certain
important executive powers but is generally required by the Constitution to act
on the advice of the Prime Minister. The President is elected for a period of
five years by the members of the National Assembly, the Senate and the four
provincial assemblies. The Prime Minister may remain in office as long as he or
she has the support of the National Assembly but not beyond the five-year term
of Parliament. The Prime Minister is currently Ms. Benazir Bhutto, of the
Pakistan Peoples Party.

Ms. Bhutto was preceded as Prime Minister by Mr. Moeen Qureshi, who was
named to head an interim government until a new government could be elected
following the resignations of the Prime Minister and President in July 1993.
Instead of acting as a caretaker for the term of the interim government, Mr.
Qureshi instituted a number of significant policies designed to reform
Pakistan's economy including new taxes on large landowners, increased utility
tariffs, reduced import duties, increased autonomy of the State Bank of Pakistan
and devaluation of Pakistan's currency to make exports more competitive.
Although Ms. Bhutto's government has continued the implementation of many of the
reforms adopted by the interim government, the permanence of these reforms
depends on the political success and constancy of the new government, as to
which there can be no assurance.

The military has been, and continues to be, an important factor in Pakistani
government and politics and the civilian government continues to rely on the
support of the army. Ethnic unrest and troubled relations with India are also
continuing problems. Recent violence and political unrest have made Pakistan a
less attractive destination.

Economic development since 1955 has taken place within the framework of
successive five-year plans which established growth targets and allocations of
public sector investment. In addition, annual development plans are prepared
indicating yearly allocation of investment and the program for economic
development in the public and private sectors.

For most of the 1980s, the Pakistani economy showed strong growth, with GDP
increasing at over 6% per annum. Over the past decade, despite a rapid increase
in the labor force, real wages in both rural and urban areas rose substantially.
However, the latter part of the decade was characterized by increasing fiscal
and external deficits, infrastructure deficiencies and disruptions in
production. In 1989, the government initiated a three-year structural adjustment
program with the assistance of the International Monetary Fund. The program
sought to redress the growing macroeconomic imbalances resulting from the large
fiscal deficits and to increase productivity through major structural reforms in
the industrial and financial sectors.

The government of Pakistan has been heavily involved in the economy through
ownership of financial and industrial enterprises, investment policies and
incentives and taxation programs established in the five-year economic plans.
Recent governments, however, have announced various liberalization measures
including banking reforms and a number of measures designed to encourage the
private sector.

In February 1991, the government announced a 25 point liberalization and
reform package. In particular, no approval would be required for the issue and
transfer of shares and the issue of capital by companies in all but a few
specified industries. Pakistanis residing overseas and foreign investors would
be permitted to purchase listed shares and to transfer capital and dividends
without approval. The government has also embarked on a major privatization
program and, as of July 1994, a large number of public sector entities have been
offered for sale.

In 1992 and 1993, the rate of growth of approximately 6% attained in
previous years was interrupted with an estimated GDP growth of 3%. The lower
growth rate is mainly owing to a decline of 3.9% in agricultural output due to
heavy rains that caused damaging floods. During the summer of 1994, there were
also torrential rains, which caused flooding and crop damage. In 1994,
Pakistan's established GDP growth was approximately 4%. The Government has
recently downgraded its projection for economic growth for 1994-1995 from 6.9%
to 5.3% attributing it to a poor cotton crop.

In Pakistan, the Portfolio may invest in the shares of issuers listed on any
of the stock exchanges in the country provided that the purchase price as
certified by a local stock exchange broker is paid in foreign exchange
transferred into Pakistan through a commercial bank and in the case of an
off-exchange sale of listed shares, that the sale price is not less than the
price quoted on any of the local stock exchanges on the date of the sale. In
addition, the issuer's shares held by the Portfolio must be registered with the
State Bank of Pakistan for purposes of repatriation of income, gains and initial
capital. The Portfolio may also invest in the shares of unlisted and
closely-held manufacturing companies provided that the sale price is certified
by a Pakistani chartered accountant to be not less than the break-up value of
the shares and is paid in foreign exchange transferred into Pakistan through a
commercial bank. If local procedures are complied with, income, gains, and
initial capital are freely repatriable after payment of any applicable Pakistani
withholding taxes.

Pakistan currently imposes a withholding tax on dividends at a rate of 15%
and on interest at a rate of 46%. Under current law, the withholding rate on
interest is to be reduced by three percentage points per year through 1998.
There is currently no withholding tax on capital gains from listed shares. This
exemption will expire in June 1998. As regards the shares of unlisted and
closely held manufacturing companies, withholding tax on capital gains is
currently imposed at a rate of 46%, reduced to 27 1/2% (or 25% for small
amounts) if the shares are held for 12 months or more.

The Federal Shariat Court, a constitutionally established body which has
exclusive jurisdiction to determine whether any law in Pakistan violates the
principals of Islam (the official State religion), ruled in November 1991 that a
number of legal provisions in Pakistan violated Islamic principles relating to
Riba (an Islamic term generally accepted as being analogous to interest) and
instructed the government of Pakistan to conform these provisions to Islamic
principles. It is believed that strict conformity with the ruling of the Shariat
Court would substantially disrupt a variety of commercial relationships in
Pakistan involving the payment of interest, although the extent and nature of
any such disruption on the Pakistani economy, or any segment thereof (other than
the banking system), is uncertain. The ruling of the Shariat Court has been
appealed and will have no effect until the Shariat Appellate Bench of the
Supreme Court of Pakistan renders a decision on the appeal. A hearing on the
appeal was held in November 1993 but, in early 1994 at the request of the
government of Pakistan, the appeal is still continuing. In addition, pursuant to
the Enforcement of Shariat Act, 1991 (the "Shariat Act"), the government of
Pakistan has appointed a commission to recommend steps to be taken to introduce
suitable alternatives by which an economic system in Pakistan conforming to
Islamic principles could be established. This commission may be in a position to
propose a pragmatic approach to the requirements of the Constitution and the
Shariat Act with a view to avoiding any substantial disruption to the economy of
Pakistan. There can be no assurance, however, that the commission will propose
such an approach or that implementation of the steps recommended by the
commission or the effect of the ultimate decision of the courts in Pakistan on
this issue will not adversely affect the economy in Pakistan.

THE PHILIPPINES
The Philippines is a special case in Asia. Culturally and politically it has
a very distinct national personality. The Roman Catholic Church plays a leading
role in its national life, not least in recent political changes. The fact that
the Philippines was the only American colony in Asia also gave it a very
different tradition from Indonesia or Malaysia, which had similar languages but
very different cultural traditions. The Spanish occupation of the previous four
hundred years also left some deeper traces than the Dutch did in Indonesia.

When speaking of political risk, however, the real problem in the
Philippines has been the lack of legitimacy which has plagued successive
governments and has led to the constant pendulum between dictatorship and weak
democratic governments.

The U.S. tutelage has left a lasting imprint on the country. The charismatic
leadership of Magsaysay in the 1950s also left a vivid example to his
successors. The attempts, in the 1960s, to solve the enormous economic problems
of the Philippines, especially the rural poverty and the rapid growth of
population, were not successful when pursued in a socialist direction. Marcos
arrived in power in 1965 and inherited a country which still had higher living
standards than most other Asian countries such as Hong Kong, Korea, Taiwan and
Singapore. Therefore, judgment on his twenty year rule must be very negative as
a result, if only judged as an economic failure.

The question most investors, therefore, raise is whether the Philippines is
capable of responsible government and economic planning which would give it a
GNP growth rate approaching that of its Asian tiger neighbours. Many observers
dismiss this prospect out of hand citing the endemic problems of corruption,
political in-fighting and the lack of Confucian work ethic present in North
Asia. However, there is no doubt that the Philippines possesses enormous natural
advantages and it would be wrong to generalize about the whole archipelago of
7,000 islands from the political life of Manila alone. The island of Cebu, for
example, has seen a successful economic transformation in the past twenty years.
Manufacturing investment has grown and has begun to replace agriculture as a
principal source of employment. The Philippines has a very high rate of literacy
and the work ethic cannot be doubted by anyone who has employed Filipino
domestic workers overseas. Their earnings are an important source of remittance
back to the Philippines each year. The Filipino population in the United States
is now the largest Asian ethnic group in that country approaching 2 million,
mainly in California. Both natural resources, therefore, and an intelligent,
hardworking population favour the country.

Unfortunately, the political system has never been able to maintain the
long-term stability for its promise to be fulfilled. The years of the Aquino
government, during which democratic procedures were restored to Philippine
political life, have also been disappointing in that many of the features of
Washington political life have been reproduced in Manila -- continuous discord
between Congress, Senate and the President, making important national decisions
extremely difficult to reach. On top of that, of course, there have been the
continuing attempts by the military to unseat the elected government. Although
all of these have failed they have, nevertheless, done much to undermine the
confidence of international investors in the political stability of the country.
In particular, the failed attempt of December 1989 led to a slump in the economy
and the stock market and scared away much needed foreign capital.

There are signs that Japanese and Taiwanese investors and banks are coming
back to the Philippines. Nevertheless, it can only be concluded that democracy
is a fragile plant in the Philippines which may be damaged in the future as it
has been in the past. There is continued rivalry for political and business
influence among a small group of leading Filipino families. The press, although
perhaps the freest in Asia, is considered to be irresponsible and corrupt and
does much to undermine the legitimacy of the ruling government. Political risk,
therefore, is judged to be higher here than in other Asian countries.

The following table gives details of the overall economic performance of the
Philippines from 1987 to 1994.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
TRADE
EXCHANGE GDP SURPLUS/ MARKET MARKET
RATE GROWTH (DEFICIT) YEAR-END CAPITAL
AV. US $ % CPI (US $BN) P/E CLOSING (US $BN)
------------ ---------- ------- -------------- -------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1987 20.5 4.8 3.8 (1.0) 15.9 642.72 2.97
1988 21.0 6.3 8.8 (1.1) 19.6 841.65 4.20
1989 21.7 5.0 10.6 (2.6) 16.8 1,145.45 11.82
1990 27.2 2.1 12.7 (4.0) 14.3 651.78 5.73
1991 26.2 (1.0) 17.7 (3.2) 12.7 1,152.00 11.10
1992 23.6 0.0 8.9 (4.7) 13.5 1,256.00 16.00
1993 27.1 1.7 9.8 (6.4) 29.4 3,196.00 39.00
1994 26.3 4.3 9.1 (7.8) 24.5 2,786.00 56.00
1995* 25.8 5.4 7.7 (9.3) 19.2 -- 56.00
<FN>
*Estimate
</TABLE>

The GDP growth, which had been running at 5.5 percent average for the
previous three years, fell to only 2 percent in 1990 and inflation rose to 12
percent. The peso was rather weak and the trade deficit doubled to nearly US $4
billion. The stock market tumbled by over 50 percent, from a high of 1,145 to
less than 600, and the overall value of listed Philippine shares fell from US
$12 billion to less than US $6 billion. Such is the real economic risk for
investors of this fragile political system. Nevertheless, the recovery of
confidence in early 1991 is testament to the long-term value that investors see
in the country. Even if relative to its Asian neighbours the Philippines
continues to have economic problems (and notably its high foreign debt), it will
benefit from regional trends and it will present, from time to time, very
interesting buying opportunities. The educated and literate labour force is a
major resource of wages and relatively low taxes.

At the worst point of the last years of the Marcos regime inflation in the
Philippines reached 50 percent, the highest recorded in Asia during the past
decade. With the strong support of the central bank under Governor Jobo
Fernandez, the money supply was reined in, the peso was stabilized and inflation
came down to single digits between 1986 and 1988. The tight monetary policy has
been maintained and interest rates have been as high as 35 percent to control
the supply of credit. Therefore, with good macroeconomic management the
inflation problems in the Philippines can be contained.

The same rule can be applied to the value of the peso which has had a poor
long-term record and, despite the efforts of a strong and independent central
bank, has again slid in value against the dollar in the past two years. With the
benefit of strict International Monetary Fund prescriptions it is hoped that the
Philippines will now be able to reschedule its foreign debt particularly with
the help of the Japanese banks, stabilize the currency and maintain a reasonable
growth in its export trade.

SINGAPORE
"The silent success", in the words of a Singapore government minister, of
this region is based on a high literacy rate and a well-educated and trainable
workforce. The investment in human capital has proven to be more important to a
lasting economic growth success story than the availability of finance or
technology. The demise of communism is also promoting greater confidence and
political stability in the Association of South East Asian Nations (ASEAN)
region, of which Singapore is the de facto financial centre.

Essentially Singapore's aim in the 1990s will be to emulate what Hong Kong
has done in Guangdong Province and the hinterland of southern China. But in
Singapore's case its export of jobs and lower value added industries will be
mainly to neighbouring Malaysia and, to a lesser extent, to Indonesia. The
plantations in the southern part of the Malaysian peninsula depend almost
entirely on the large annual in-take of illegal workers from Indonesia. With 100
million people in Java alone, Indonesia needs to provide employment for 2-3
million a year. Thus mobility of labour within ASEAN is as important, if not
more so, than mobility of capital.

Singapore is aiming its investment at Johore in Malaysia and Batam Island in
Indonesia. This is the so-called growth triangle. There is a political aspect to
this. Singapore is a small Chinese island surrounded by a sea of Muslims. It
needs to ensure political stability among its neighbours. One of the best ways
of doing this (as Hong Kong has found in southern China) is to invest and create
jobs and raise per capita incomes from their present low level.

The other aspect of political risk when considering Singapore is, of course,
the handover of political power from one generation to another. Although Lee
Kwan Yew stepped down as Prime Minister in 1990, he continues to wield a large
influence and power behind the scenes. Nowhere in the world could it be truer to
say that the state is the creation of one man, thus his succession poses a very
real problem. His son, Lee Hsien Loong may not take up the post of Prime
Minister for three to five years. In any case, the question of dynastic
succession in a parliamentary democracy, even within a limited Confucian Chinese
democracy, is, to say the least, a questionable one. Many of the elder Lee's
policies, such as imposing the Mandarin Chinese language on the Singapore
educational system, have aroused fierce opposition among the older,
anti-communist generation of Singapore Chinese. The tight control of the media
and the suppression of all political opposition or criticism of the government,
the People's Action Party or the Prime Minister himself, has also aroused
criticism both at home and internationally.

But, on balance the enormous success of Lee Kwan Yew's achievement in
creating modern Singapore cannot be doubted. It is clean, efficient and notably
lacking in corruption compared to other Asian cities. The Central Provident
Fund, which takes 35 percent of every person's income as a compulsory savings
scheme, has built up an enormous reservoir of capital for future use in
Singapore. Notable public works such as Changi Airport or the transport system
have been the result. Long-term planning has not been as successful anywhere
else, with the possible exception of Japan. The paternalistic attitude of the
Singapore government towards its citizens is unlikely to change in the immediate
future especially since the younger generation of Singaporeans have been
thoroughly versed in the disciplined Confucian thinking and authoritarianism
which characterizes the school system as well as government. Singapore also has
a well run and modern citizens' army based, like the Swiss model, on an annual
call-up of every able-bodied man aged between 18 and 50. The city state is thus
well equipped to defend itself against any aggressor. Singapore will also
benefit from the inflow of human and financial capital from Hong Kong as 1997
approaches. In this sense it does not need to change but merely to retain its
present stability and attractive lifestyle in order to continue to prosper.
Thus, the conclusion to be drawn is that Singapore scores an equally high rating
in terms of very low political risk and a high degree of stability as Japan.

The following table gives details of the overall economic performance of
Singapore from 1987 to 1994.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
TRADE
EXCHANGE GDP SURPLUS/ MARKET MARKET
RATE GROWTH (DEFICIT) YEAR-END CAPITAL
AV. US $ % CPI (US $BN) P/E CLOSING (US $BN)
------------ ---------- ------- -------------- -------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1987 2.10 9.4 0.5 (5.2) 17.8 270.34 17.86
1988 2.01 11.1 1.5 (4.7) 18.5 1,038.6 24.00
1989 1.95 9.2 2.4 (4.8) 18.3 1,481.3 35.95
1990 1.74 8.3 3.4 (5.3) 13.1 1,159.5 34.26
1991 1.62 6.7 3.4 (4.6) 18.5 1,490.7 51.20
1992 1.64 5.8 2.3 (4.9) 19.6 1,524.4 52.20
1993 1.61 9.9 2.4 (0.8) 36.0 2,426.0 132.05
1994 1.53 10.1 3.1 (5.9) 22.5 2,239.5 170.00
1995* 1.43 7.3 2.1 (4.9) 20.6 -- 160.00
<FN>
*Estimate
Note: Market capital figures for Singapore for incorporated companies only.
</TABLE>

The Singapore economy has been characterized by the highest degree of
government involvement and intervention outside of the socialist world.
Nevertheless, the growth rate has been quite impressive, averaging around 7-8
percent, except during the 1985-6 recession, and even more impressive has been
the tight control of inflation which, along with that of Japan, has remained
extremely low at below 3 percent for the past decade. The economic stability of
Singapore, therefore, scores high on a comparative basis although being a small
island state it is very sensitive to developments in its two main neighbours,
Indonesia and Malaysia, with their large commodity-based economies. Thus,
Singapore runs a regular trade deficit of around US $5 billion per annum which
is easily covered by its current account surplus on invisibles. Singapore's
foreign reserves held by the Monetary Authority of Singapore (MAS) and the
Government Investment Corporation of Singapore (GICS) are estimated to be in
excess of US $50 billion which would give this tiny Asian city state the third
highest foreign exchange reserves after Japan and Taiwan.

Thus, the overall management of "Singapore Inc." is extremely conservative,
with a very high degree of self-reliance, a high savings rate and an ample
cushion for unexpected global events. This financial conservatism has been
reflected in the strong performance of the Singapore dollar which has advanced
steadily against the US dollar during the past five years with an average
appreciation of 5 percent per annum. It is reasonable to expect these trends --
high economic growth, high savings rate, low inflation and steady currency
appreciation -- to continue during the 1990s.

SRI LANKA
Sri Lanka, historically known as Ceylon, is an island about 65,000 square
kilometers, situated off the southeast coast of India. It has a relatively
well-educated population, with nearly 25% of the 17 million Sri Lankans speaking
English and a literacy rate (in Sinhalese and Tamil) of nearly 90%.

A former British colony, Ceylon became an independent Commonwealth in 1948
and became the Democratic Socialist Republic of Sri Lanka in 1972. Sri Lanka is
governed by a popularly elected President and unicameral Parliament.

In the parliamentary elections held in August 1994, the People's Alliance
led by Mrs. Chandrika Kumaratunga managed to form the government ending the
17-year regime of the United National Party. The People's Alliance has further
consolidated its position by the victory of Mrs. Chandrika Kumaratunga in the
presidential elections held in November 1994. Insurrection and political
violence among Sri Lanka's ethnic groups including terrorist actions by the
Tamil Tigers, a separatist organization, have in the past disrupted Sri Lanka's
government and economy. The new government has accorded top priority for
settling the ethnic conflict with the Tamils in the north and has initiated
peace talks with the LTTE. Although Sri Lanka's government is currently fairly
stable, there can be no assurance that such stability will continue.

The Sri Lankan government recently has reviewed and revised laws,
regulations and procedures to promote a competitive business environment, remove
distortions and reduce unnecessary government regulation. The government has
liberalized trade and encourages private ownership including foreign investment.
Laws pertaining to tax, labor standards, customs and environmental norms have
been designed to attract more investment. There are now few exchange controls, a
fairly stable currency and many incentives for private investors. With guidance
from the World Bank, IMF and U.S. advisers, government enterprises area being
privatized, financial services liberalized, manufacturing for exports
encouraged, a stock exchange formed and foreign investment actively sought.
About 80% of the land in Sri Lanka is still owned by the government including
most tea, rubber and coconut plantations. The government did privatize the
management of these estates recently, however.

Sri Lanka's economy is primarily agricultural, but the manufacturing and
service sectors have grown greatly in the past decade, partly in response to the
Sri Lankan government's efforts to diversify and liberalize its economy. In
1991, gross foreign exchange earnings from apparel exports exceeded earnings
from the entire agricultural sector (tea, rubber and coconut) for the first
time.

The financial system is reasonably sophisticated and basic legislation for
private corporations is in place. Commercial banks are the principal source of
finance. However, the increase in net government borrowing (because of budget
deficits) has reduced credit to the private sector. Inflation, which was about
21% in 1990, has come down to approximately 10-11% but remains a concern.

Sri Lanka is actively working to improve its basic infrastructure. A $500
million expansion of the telecommunications network has begun. The Colombo
Container Port - the 25th busiest in the world - is expected to increase its
capacity soon, and new dry dock services are under construction.

The economic statement announced by the new government in January 1995
attempts a careful balance between the compulsions for welfare measures and the
need for attracting fresh investments. The privatization program is scheduled to
continue with the private sector given a major role in infrastructure
development. The new government has also presented its maiden budget in February
1995 in which it has tried to do a delicate balancing act between an extensive
array of consumer subsidies on wheat, diesel and fertilizers with a steep cut in
import tariffs on consumer goods.

In Sri Lanka, the Portfolio may invest in the shares of exchange-listed
issuers, subject to certain limitations for specific sectors of the economy. Sri
Lanka imposes 15% withholding tax on dividends and interest but does not impose
withholding tax on capital gains of listed shares. Unlisted shares are subject
to a maximum capital gains tax of 35%.

TAIWAN
Taiwan is the most invisible country on the planet, and Taiwan is recognized
by very few countries, mostly small island states like itself in the South
Pacific and the Caribbean. And yet it is an oriental paradox -- it has a
financial and diplomatic influence which is out of all proportion to its small
size. For historical and cultural reasons Taiwan stands between China and Japan.
(The slow pace of the Sino-Japanese relationship since 1972 may be partly caused
by this conundrum.)

Indeed, if Taiwan is now going to be brought back into the fold it is also
reasonable to expect the level of Japanese investment and trade in China to
accelerate. It is very probable that Japan will use Taiwan as a "middle-man" for
trade and investment in China.

Taiwan is dependent on its close relationship with the United States and its
very successful diplomacy and public relations campaign which, ever since Madame
Chiang Kai-Shek's days in the 1940s has sustained a high level of sympathy in
Washington for the Nationalist regime. Taiwan also has close relations with
South Africa, from which it buys essential raw materials such as coal, and also
with Israel, with whom it has had military as well as trade links.

For all these reasons, much of the real Taiwan has been hidden for many
years. It is misunderstood by Westerners -- the country has been the most
difficult of all Asian countries to follow and understand. However, since the
lifting of martial law in 1987 much of this has changed. People in Taipei are
again willing to talk openly and it is possible to begin to understand the sense
in which Taiwan has become a repository of much of the best of the old Chinese
traditions. In Taiwan can be found many of the old Chinese arts -- a strong
family life, Confucianism, a flourishing trade in traditional Chinese medicines,
the martial arts, an excellent standard of Chinese movies and television, and
the tradition of Chinese law.

Nevertheless, the basic geopolitical fact about Taiwan is that it sits under
the shadow of mainland China and under the threat of reunification, whether
peaceful or by military means. However in the last few years and especially
since June 1989, the leadership of the Communist Party in Peking and in Taipei
have begun, for the first time since 1949, to have serious talks and regular
communication. At the same time the flow of investment from Taiwan into mainland
China, especially into the neighbouring province of Fujian, has grown
dramatically and the two-way trade is now approaching US $4 billion annually. In
the early days of this two-way business, the authorities in Taipei turned a
blind eye to the many small projects that Taiwanese businesspeople were
embarking upon with PRC partners. Also, there was an enormous increase in the
number of annual visitors from Taiwan into China. Along with the travel and
tourism came the investment and it is now estimated that there is over US $500
million of direct Taiwanese capital in plants and small businesses in China.
Many of the most successful toy and electronics factories in Shenznen, across
the border from Hong Kong, are owned and managed by Taiwanese. Speaking Mandarin
or the Fujianese dialect, they have the same natural advantage in dealing with
mainland officials and businesspeople that the Hong Kong Cantonese have with the
inhabitants of Guangdong Province.

So the analysis of risk and reward in Taiwan must already take account of
this rapidly growing economic integration between Taiwan and China which, has
led to over 30 percent of Taiwan's trade being with the mainland and that the
total investment from Taiwan to China may approach US $5 billion or even US $10
billion. As with Hong Kong, increasingly an investment in Taiwan will be seen
indirectly as a "play" or an investment in China itself. Nevertheless, Taiwan
remains a free capitalist enclave with some very successful entrepreneurial and
export-oriented companies. The government's role in the economy is relatively
small. It has pursued consistently, since 1950, a laissez-faire policy which
allows small family run companies typically to change their product line every
two or three years to meet the demands of American or other international
clients. Statistics clearly indicate that the exports strengths, which have
powered the Taiwanese economic boom for thirty or forty years, remain intact
despite the shortage of skilled labour, the high cost of labour and the strong
New Taiwan dollar, which has impelled many Taiwanese businesspeople to shift
their production to Thailand, the Philippines, and Malaysia as well as China.
The best measure of Taiwan's economic success is in its US $80 billion of
foreign exchange reserves.

What then is the real risk to Taiwan? After Hong Kong is taken over in 1997
Taiwan will appear more isolated and it will have lost its neutral meeting point
with China which the British colony has represented. On the other hand, by that
time Taiwan and China may have grown sufficiently close in economic, if not in
political, terms that Hong Kong will have become unnecessary. Direct trade and
investment are already commencing. Some form of political agreement allowing for
Taiwan's autonomy, if not independence, may be worked out. The one country two
systems formula applied to Hong Kong and Macau was always designed by Peking
with the objective of regaining Taiwan in the long term. That long term may not
be as long as some observers have predicted. The passing away of the older
generation who fought in the bitter civil wars between the communists and the
KMT from 1927 to 1949 will remove much of the bitterness and open up the way for
a new dialogue between the younger leaders in the two Chinas.

The strongest argument for a political compromise and a formula for
coexistence is the natural complementarity of the two Chinese communities on an
economic basis. China has the labour, the land and the resources. Taiwan has the
capital, the technology and the trained entrepreneurs. A formidable Chinese
Economic Community could be a reality before the end of the century. However, a
more pessimistic view would be to see a return to ideological extremism in
Peking resulting in a renewed cold war across the Taiwan Straits, a cut off of
business and cultural links, and a potential military conflict. Even in this
very gloomy scenario Taiwan may be able to defend itself and maintain its
economic prosperity because it will still have the economic support of both
Japan and the United States. Between 1960 and 1994, Taiwan's GNP grew from less
than $2 billion to over $240 billion. The economic growth has been accompanied
by a transformation of domestic production from labor intensive to capital
intensive industries in the 1970s and finally to higher technology industries in
the 1980s. With over $92 billion, Taiwan has the world's largest foreign
exchange reserves. Taiwan companies continue to be attracted by China's low
labor costs, inexpensive land and less rigid environmental rules. It is
estimated that accumulated Taiwanese investment in China exceeds $3 billion.
Taiwanese listed companies include a number which invested indirectly in China,
primarily in the textiles, food and rubber industries. Given the proximity of
Taiwan to China, the cultural homogeneity and the compelling economic incentive
for further investment, the primary obstacle to greater investment flows has
been the prohibition by Taiwanese authorities of direct investment in China.
Based on discussions with Taiwanese companies and the trend toward greater
liberalization by the government of investment in China, the Adviser believes
that over the next several years the scope for investment by Taiwanese companies
in China will widen substantially and that many more companies listed on the
Taiwan Stock Exchange Corp. will have significant interests in China.

The following table gives details of the overall economic performance of
Taiwan from 1987 to 1994.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
TRADE
EXCHANGE GDP SURPLUS/ MARKET MARKET
RATE GROWTH (DEFICIT) YEAR-END CAPITAL
AV. US $ % CPI (US $BN) P/E CLOSING (US $BN)
------------ ---------- ------- -------------- -------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1987 31.85 12.3 0.5 18.7 28.7 2,339.26 48.45
1988 28.57 7.3 1.3 10.9 68.9 5,119.11 120.1
1989 26.41 7.6 4.4 14.0 92.0 9,624.18 240.0
1990 26.39 6.9 4.1 14.9 33.0 4,530.16 112.4
1991 25.50 7.3 3.6 15.7 28.0 4,600.67 123.7
1992 25.20 6.1 4.5 12.5 30.1 3,377.06 100.1
1993 27.00 6.2 2.9 7.8 30.3 6,071.00 191.0
1994 26.36 6.5 4.1 7.8 22.6 7,125.00 242.1
1995* 27.30 6.6 3.4 -- 16.2 -- 186.7
<FN>
*Estimate
</TABLE>

The risks for an investor in The Taiwan Stock Exchange Corp. are
specifically those of a highly priced and highly volatile securities market with
very weak regulations and poor accounting standards. It was once estimated that,
out of 140 listed companies in Taiwan, perhaps twenty or thirty counters were
those of companies which were technically bankrupt. Investors take little
account of security analysis or of the investment fundamentals which might count
more for long-term Western investors. The speculative atmosphere of The Taiwan
Stock Exchange Corp. does, therefore, portray a high degree of risk. However,
the New Taiwan (NT) dollar is a very steady currency in relation to the U.S.
dollar. The economy of the island has shown a steady and non-inflationary growth
rate and savings are very high in relation to disposable income.

The most important risk to consider for a Western investor trying to get
into the Taiwanese market is the choice of a trustworthy and reliable local
partner. This is much more difficult to achieve in Taiwan than in, say Hong
Kong, where the British legal and commercial system and the educational system
are more familiar. Taiwan has a purely Chinese culture and way of life even
though most of the younger business people are educated in the universities of
the United States and many have PhDs. Nevertheless, the way of doing business
remains a traditional Chinese way. Therefore, nothing can be achieved by means
of legal contracts or agreements in the accepted Western sense. Even more than
in China, Taiwan depends on the personal contact and trust between the two
individuals involved. Many Western banks have come to grief in their pursuit of
the elusive Taiwan millionaires in the private banking sector and in their
corporate loans to apparently sound Taiwanese companies, which either cannot or
will not repay. Recourse is very hard to enforce and the legal system is
undeveloped. These are the major risks in doing business in Taiwan but the
potential rewards should not be underestimated. Those who have had a long-term
commitment to the island republic, have had good contacts with the government
and have done business in the Chinese way with a good local Chinese partner have
been able to demonstrate very good long-term returns on their investments. In
addition, the links that Taiwan business people have built around the globe, in
the United States in particular but also increasingly in Canada, where they have
followed Hong Kong investors into Bristish Columbia, in Australia, in the
Philippines and in Bangkok, are impressive.

THAILAND
Thailand is unique in South East Asia in that it has escaped the colonial
experience and maintained its freedom and independence. In addition, the
monarchy plays a key role in maintaining the country's political stability and
independence. It is, nevertheless, sobering to realize that since the absolute
monarchy was ended in 1932 there have been no less than twenty-one coup d'etats,
of which twelve have been successful. The recent international perception of
Thailand was very much coloured by the experience of the past fifteen years as
there had been no successful coup d'etat since 1977. Thus the one that took
place in February 1991 was a surprise to many foreign observers and investors,
although it had broad popular support and the tacit blessing of King Bhumibol
himself. The army was felt to be acting not only to further its own cause but to
stamp out political corruption and restore, within a period of six months, a
democratically elected government. The Cabinet, which was put in place
immediately after this coup, contained fifteen PhDs out of a total of
twenty-three ministers, and the generals were in a small minority compared to
the businesspeople, diplomats and civil servants with a record of disinterested
public service. Thus it seems that Thailand in the 1990s will remain democratic
but that the King and the army will continue to play a role which would be
described in a Western democracy as that of "checks and balances" on the
excesses of elected politicians.

Political risk in Thailand needs to be seen in this cultural context.
Thailand has been given a higher rating for political stability because of the
existence of the monarchy first of all. King Bhumibol, who has been on the
throne since 1946, commands enormous personal respect and popular reverence. It
is impossible, therefore, for any government or military group to gain power
without his tacit approval. This factor mitigates much of the instability which
may be suggested by the record for the past sixty years of attempted military
coups. At the same time Thailand has differed from its neighbours Burma and
Vietnam in possessing a free and independent peasant population which has, on
the whole, enjoyed a higher standard of living than their neighbours and,
therefore, the communist movement has never made much headway among the rural
people. On the other hand again, Thailand's extraordinary economic growth in the
1980s (averaging 10 percent per annum) has put great strains not only on the
urban environment because of traffic jams and pollution, but also on the social
and family system. Many rural families have been forced to send their teenage
children to the cities to find employment. The contrast of living standards
between Bangkok and the north east provinces (an estimated per capital income
would be perhaps US $2,500 per annum for the former and less than US $500 per
annum for the latter) must eventually create social tensions and potential
unrest. The laissez-faire policy of the Bangkok government has thus far worked
extremely well although the lack of planning, in terms of the proliferation of
factories around the capital, leaves something to be desired.

The fact that Thailand is a majority Buddhist country may do much to explain
the non-violent changes of power and exchanges of politically different views
which characterizes its public life. So, along with the monarchy, Buddhism must
be counted as a major factor of political stability. The army is the third
element which can be considered, on balance, to be a positive factor. During the
1970s when it seemed more than probable that Thailand would bear out the
Pentagon "domino theory" by which each country in succession -- China in 1949,
North Vietnam in 1954, South Vietnam in 1975, Laos, Cambodia in
1975-7...Thailand, Malaysia, Singapore -- would fall to the irresistible
southward movement of the communist militias. But Thailand was the point at
which communism stumbled and fell back. Much of this has to do with the
professionalism of the army and the basic resistance of the people to a foreign
ideology. As Siam had resisted British and French colonial pressure in the
nineteenth century, so Thailand in the twentieth century resisted the Marxist
Leninist dictatorship which engulfed its once prosperous neighbour, Vietnam.

Thailand is, finally, the most open country to foreigners and receives
almost 5 million tourists a year. The self-confidence and strong sense of
cultural identity of the Thai people is in no way diminished by the superlative
standards of service which characterize their hotels, tourist resorts and
airlines. Any independent observer or visitor to Thailand can, therefore, assess
the real nature of the underlying social stability of the country which supports
the high degree of political stability predicted for the country.

The following table gives details of the overall economic performance of
Thailand from 1987 to 1994.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
TRADE
EXCHANGE GDP SURPLUS/ MARKET MARKET
RATE GROWTH (DEFICIT) YEAR-END CAPITAL
AV. US $ % CPI (US $BN) P/E CLOSING (US $BN)
------------ ---------- ------- -------------- -------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C>
1987 25.72 9.5 2.5 (1.6) 9.3 284.99 5.4
1988 25.29 13.2 3.9 (3.9) 16.3 386.73 8.86
1989 25.70 12.2 5.4 (5.4) 26.4 879.19 25.67
1990 25.56 10.0 6.0 (9.9) 13.8 612.86 23.86
1991 25.05 8.2 5.7 (9.6) 15.6 711.40 35.7
1992 25.49 7.5 4.1 (8.5) 15.2 893.40 58.20
1993 25.50 7.8 4.8 (9.2) 27.6 1,183.00 130.0
1994 25.10 8.2 5.0 (9.5) 21.3 1,360.00 150.0
1995* 24.90 8.8 5.2 (11.9) 17.6 -- 140.0
<FN>
*Estimate
</TABLE>

Thailand's economy has been the fastest growing in the world for the past
three years. The take-off really began in 1986-7 with the flood of new foreign
investment into the country, largely from Japan and Taiwan. The rapid
appreciation of the Japanese yen against the dollar in 1985-6 forced many
Japanese manufacturers to consider moving some of the low technology, low labour
cost activities, such as textiles, consumer electronics and footwear, offshore.
Thailand was a natural destination for Japan's industrialists, made easier by
the low degree of red tape and bureaucratic delays. Hence as the figures
published by the Board of Investment between 1985 and 1992 show the rising tide
of foreign capital was a major cause of Thailand's economic boom. GDP growth
reached over 12 percent in 1988 and 1989 and it seems likely that in the 1990s
Thailand can sustain a medium-term growth of nearly 7 percent annually in real
terms.

There has been a large shift away from agriculture towards manufacturing. As
recently as 1980, 50 percent of Thailand's exports consisted of rice and tapioca
and other agricultural products. By 1990, 75 percent of the total volume of
exports were manufactured goods, mainly from the newly established assembly
plants in Bangkok and the south. This has resulted in large changes in
employment and moves of populations. Nevertheless, the profound change in the
structure of Thailand's economy has been well absorbed and sets the stage for a
move into higher value added products in the years up to 2000.

It is surprising, considering the very high rate of economic growth that the
economy has experienced, that prices, as measured by the consumer price index,
have been kept under control. The last serious bout of inflation in Thailand
occurred during the two oil crises, first in 1973-4 when the CPI touched 24
percent and then again in 1980-1 when there was a resurgence of inflation to
nearly 20 percent. In the later 1980s, and thanks largely to a more stable oil
price, inflation has been held in single digits and has not exceeded 6 percent.
Nevertheless, the boom of the past three years, particularly in Bangkok, has led
to a rapid escalation of real estate values and rents. It is likely that the
slowdown in the economy in 1991 will result in a lower inflation rate and,
therefore, it is expected that Thailand's inflation will be held at 5 percent or
below in the next few years.

Once again the record is one of extraordinary stability. The Thai baht has
been carefully managed by the Bank of Thailand against a basket of currencies
which is thought to be around 80 percent dollars and 20 percent yen. When
measured against the U.S. dollar it has resulted in a very small annual
variation of less than 3 or 4 percent. In fact, during the last six years there
has been virtually no change in the value of the baht compared with the dollar.
Clearly, the weaker dollar of the 1985-90 period has favoured Thailand's
exports. (The same effect is observable with the Hong Kong dollar which is also
pegged to the American unit.) Therefore, it is expected that Thailand's currency
will remain extremely stable in dollar terms in the future.

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION
PART II

This Part II provides information about EV MARATHON ASIAN SMALL COMPANIES
FUND. The Fund became a series of the Trust on _____, 1996.

FEES AND EXPENSES
ADVISER
No fees paid to date.

MANAGER AND ADMINISTRATOR
No fees paid to date.

DISTRIBUTION PLAN
The Distribution Plan and Distribution Agreement remain in effect until
April 28, 1997 and may be continued as described under "Distribution Plan" in
this Part II. Pursuant to Rule 12b-1, the Plan has been approved by the Fund's
initial shareholder (Eaton Vance) and by the Board of Trustees of the Trust, as
required by Rule 12b-1. The Fund has not made any sales commission payments to
the Principal Underwriter to date. The Fund expects to begin accruing for its
service fee payments during the quarter ending June 30, 1997.

PRINCIPAL UNDERWRITER
No fees paid to date.

BROKERAGE
No fees paid to date.

TRUSTEES
The fees and expenses of those Trustees of the Trust and of the Portfolio
who are not members of the Eaton Vance organization (the noninterested Trustees)
are paid by the Fund (and the other series of the Trust) and the Portfolio,
respectively. (The Trustees of the Trust and of 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 from the Fund and the Portfolio,
and, for the year ended December 31, 1995, earned the following compensation in
their capacities as Trustees of the funds in the Eaton Vance fund complex(1):

ESTIMATED ESTIMATED
AGGREGATE AGGREGATE TOTAL COMPENSATION
COMPENSATION COMPENSATION FROM TRUST AND
NAME FROM FUND FROM PORTFOLIO FUND COMPLEX
---- ------------ -------------- ------------------
Donald R. Dwight ........... $8 $80 135,000(2)
Samuel L. Hayes, III ....... 8 80 150,000(3)
Norton H. Reamer ........... 8 80 135,000
John L. Thorndike .......... 8 80 140,000
Jack L. Treynor ............ 8 80 140,000
- ----------
(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.

PRINCIPAL UNDERWRITER
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 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 state 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 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 sales
charge rule of the national Association of Securities Dealers, Inc. (the "NASD
Rule"). The purpose of the Plan is to compensate the Principal Underwriter for
its distribution services and facilities provided to the Fund by paying the
Principal Underwriter sales commissions and a separate distribution fee in
connection with sales of Fund shares. The following supplements the discussion
of the Plan contained in the Fund's Prospectus.

The amount payable by the Fund to the Principal Underwriter pursuant to the
Plan as sales commissions and distribution fees with respect to each day will be
accrued on such day as a liability of the Fund and will accordingly reduce the
Fund's net assets upon such accrual, all in accordance with generally accepted
accounting principles. The amount payable on each day is limited to 1/365 of
.75% of the Fund's net assets on such day. The level of the Fund's net assets
changes each day and depends upon the amount of sales and redemptions of Fund
shares, the changes in the value of the investments made by its corresponding
Portfolio, the expenses of the Fund and of its corresponding Portfolio accrued
and allocated to the Fund on such day, income on portfolio investments of its
corresponding 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 Distribution Charges under the Fund's 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 less all
amounts theretofore paid or payable to the Principal Underwriter by the Adviser
in consideration of the former's distribution efforts, 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 the Plan.

As currently implemented by the Trustees, the Fund's 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 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 fees payable to Eaton Vance by
the Portfolio) resulting from sale of Fund shares and through amounts paid to
the Principal Underwriter, including contingent deferred sales charges pursuant
to the Plan. The Eaton Vance organization may be considered to have realized a
profit under the Plan if at any point in time the aggregate amounts theretofore
received by the Principal Underwriter 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 Distribution Agreement may be terminated at any time by
a 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 least 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 the
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 believe that the Plan will be a significant factor in the
expected growth of the Fund's assets, resulting 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 the Principal Underwriter and Authorized Firms under the Plan 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 have determined that in
their judgment there is a reasonable likelihood that the Plan will benefit the
Fund and its shareholders.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of January 31, 1996, Eaton Vance owned one share of the Fund, being the
only share of the Fund outstanding on such date. Eaton Vance is a Massachusetts
business trust and a wholly-owned subsidiary of EVC.
<PAGE>

[LOGO]

EV MARATHON

ASIAN SMALL

COMPANIES FUND

STATEMENT OF ADDITIONAL INFORMATION

APRIL 17, 1996

EV MARATHON ASIAN SMALL
COMPANIES FUND
24 FEDERAL STREET
BOSTON, MA 02110

ADVISER OF ASIAN SMALL COMPANIES PORTFOLIO
Lloyd George Investment Management (Bermuda) Limited, 3808 One Exchange Square,
Central, Hong Kong

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

CUSTODIAN
Investors Bank & Trust Company, 89 South Street, Boston, MA 02111

TRANSFER AGENT
First Data Investor Services Group, BOS725, P.O. Box 1559, Boston, MA 02104
(800) 262-1122

AUDITORS
Deloitte & Touche LLP, 125 Summer Street, Boston, MA02110

M- SAI

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

PART II

This Part II provides information about EV TRADITIONAL ASIAN SMALL COMPANIES
FUND. The Fund became a series of the Trust on __________, 1996.

FEES AND EXPENSES

ADVISER
No fees paid to date.

MANAGER AND ADMINISTRATOR
No fees paid to date.

DISTRIBUTION PLAN
The Fund has not paid any distribution fees to the Principal Underwriter to
date. The Fund expects to begin accruing for its service fee payments during the
quarter ending June 30, 1997.

PRINCIPAL UNDERWRITER
No fees paid to date.

BROKERAGE
No fees paid to date.

TRUSTEES
The fees and expenses of those Trustees of the Trust and of the Portfolio
who are not members of the Eaton Vance organization (the noninterested Trustees)
are paid by the Fund (and the other series of the Trust) and the Portfolio,
respectively. (The Trustees of the Trust and the Portfolio who are members of
the Eaton Vance organization receive no compensation from the 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 from the Fund and the Portfolio,
and, for the year ended December 31, 1995, earned the following compensation in
their capacities as Trustees of the funds in the Eaton Vance fund complex(1):

ESTIMATED ESTIMATED
AGGREGATE AGGREGATE TOTAL COMPENSATION
COMPENSATION COMPENSATION FROM TRUST AND
NAME FROM FUND FROM PORTFOLIO FUND COMPLEX
---- ------------ -------------- ------------------
Donald R. Dwight ............. $8 $80 $135,000(2)
Samuel L. Hayes, III ......... 8 80 150,000(3)
Norton H. Reamer ............. 8 80 135,000
John L. Thorndike ............ 8 80 140,000
Jack L. Treynor .............. 8 80 140,000
- ----------
(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.

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
current Prospectus of the Fund 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 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. For sales
charges and other information on quantity purchases, see "How to Buy Fund
Shares" in the Fund's current 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 current Prospectus of
the Fund for which Eaton Vance acts as investment adviser or administrator at
the time of purchase. The sales charge on the shares being purchased will then
be at the rate applicable to the aggregate. For example, if the shareholder
owned shares valued at $80,000 in 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 Fund's current
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 his or her financial service firm ("Authorized Firm") must provide
Eaton Vance Distributors, Inc. (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 Fund's current Prospectus (see "How to Buy Fund Shares"). Such
table is applicable to purchases of the Fund alone or in combination with
purchases of the other funds offered by the Principal Underwriter, made at a
single time by (i) an individual, or an individual, his spouse and their
children under the age of twenty-one, purchasing shares for his 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 is 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 Trust reserves the right to suspend or limit the offering of shares of
the Fund to the public at any time.

The Principal Underwriter acts as principal in selling shares of the Fund
under the Distribution Agreement with the Trust on behalf of the Fund. The
Distribution Agreement is renewable annually by the Board of Trustees of the
Trust (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 Shares"
in the Fund's current Prospectus for the discount allowed to Authorized Firms on
the sale of Fund shares. The Principal Underwriter may allow, upon notice to all
Authorized Firms, with whom it has agreements, 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 designed to meet the requirements of Rule 12b-1 under the 1940
Act (the "Plan").

Pursuant to such Rule, the Plan has been approved by the sole initial
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 amount expended under the Plan and the purposes for
which such expenditures were made. The Plan remains in effect through April 28,
1997 and from year to year thereafter, provided such continuance is approved
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.

<PAGE>
[LOGO]
EV TRADITIONAL

ASIAN SMALL

COMPANIES FUND

STATEMENT OF ADDITIONAL INFORMATION

APRIL 17, 1996

EV TRADITIONAL ASIAN SMALL
COMPANIES FUND
24 FEDERAL STREET
BOSTON, MA 02110

- --------------------------------------------------------------------------------
SPONSOR AND MANAGER OF EV TRADITIONAL ASIAN SMALL COMPANIES FUND
Administrator of Asian Small Companies Portfolio
Eaton Vance Management, 24 Federal Street, Boston, MA 02110

ADVISER OF ASIAN SMALL COMPANIES PORTFOLIO
Lloyd George Investment Management (Bermuda) Limited
3808 One Exchange Square, Central, Hong Kong

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

CUSTODIAN
Investors Bank & Trust Company, 89 South Street, Boston, MA 02111

TRANSFER AGENT
First Data Investor Services Group, BOS725, P.O. Box 1559, Boston, MA 02104
(800) 262-1122

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

T-CGSAI
<PAGE>

PART C

OTHER INFORMATION
ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS

INCLUDED IN PART A:
For EV Marathon Asian Small Companies Fund:
Not Applicable
For EV Traditional Asian Small Companies Fund:
Not Applicable

INCLUDED IN PART B:
For:
EV Marathon Asian Small Companies Fund
EV Traditional Asian Small Companies Fund
Financial Statements for Asian Small Companies Portfolio:

Statement of Assets and Liabilities as of January 31, 1996
Independent Auditors' Report
(B) EXHIBITS:

<TABLE>
<CAPTION>
<S> <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) Form of Amendment and Restatement of Filed herewith.
Establishment and Designation of Series
of Shares.

(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 herewith.
Vance Management for EV Marathon Asian
Small Companies Fund.

(i) Form of Management Contract with Eaton Filed herewith.
Vance Management for EV Traditional
Asian Small Companies Fund.

(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 herewith.
Eaton Vance Distributors, Inc. for EV
Marathon Asian Small Companies Fund.

(a)(12) Form of Distribution Agreement with Filed herewith.
Eaton Vance Distributors, Inc. for EV
Traditional Asian Small Companies Fund.

(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 Commission
has granted the Registrant an exemptive
order that permits the Registrant to
enter into deferred compensation
arrangements with its indepen- dent
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 Agreeement 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 Auditors for Filed herewith.
Asian Small Companies Portfolio.

(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 herewith.
Rule 12b-1 under the Investment Company
Act of 1940 for EV Marathon Asian Small
Companies Fund.

(l) Form of Distribution Plan pursuant to Filed herewith.
Rule 12b-1 under the Investment Company
Act of 1940 for EV Traditional Asian
Small Companies Fund.

(16) Schedule for Computation of Performance Not Applicable.
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 JANUARY 2, 1996
-------------- ---------------

Shares of beneficial interest without par value
EV Classic Greater China Growth Fund 1,193
EV Marathon Greater China Growth Fund 27,070
EV Traditional Greater China Growth Fund 18,780
EV Classic Growth Fund 26
EV Marathon Growth Fund 252
EV Traditional Growth Fund 10,897
EV Marathon Gold & Natural Resources Fund 915
EV Classic Information Age Fund 27
EV Marathon Information Age Fund 987
EV Traditional Information Age Fund 664
<PAGE>

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

EV Marathon Emerging Markets Fund EV Marathon Pennsylvania Municipals Fund
Eaton Vance Equity - Income Trust EV Marathon Rhode Island Municipals Fund
EV Marathon Florida Insured Municipals Fund EV Marathon Strategic Income Fund
EV Marathon Florida Limited Maturity EV Marathon South Carolina Municipals Fund
Municipals Fund EV Marathon Special Equities Fund
EV Marathon Florida Municipals Fund EV Marathon Stock Fund
EV Marathon Georgia Municipals Fund EV Marathon Tennessee Municipals Fund
EV Marathon Gold & Natural Resources Fund EV Marathon Texas Municipals Fund
EV Marathon Government Obligations Fund EV Marathon Total Return Fund
EV Marathon Greater China Growth Fund EV Marathon Virginia Limited Maturity
EV Marathon Greater India Fund Tax Free Fund
EV Marathon Growth Fund EV Marathon Virginia Municipals Fund
EV Marathon Hawaii Municipals Fund EV Marathon West Virginia Municipals Fund
EV Marathon High Income Fund EV Traditional California Municipals Fund
EV Marathon High Yield Municipals Fund EV Traditional Connecticut Municipals Fund
EV Marathon Information Age Fund EV Traditional Emerging Markets Fund
EV Marathon Investors Fund EV Traditional Florida Insured Municipals Fund
EV Marathon Kansas Municipals Fund EV Traditional Florida Limited Maturity
EV Marathon Kentucky Municipals Fund Municipals Fund
EV Marathon Louisiana Municipals Fund EV Traditional Florida Municipals Fund
EV Marathon Maryland Municipals Fund EV Traditional Government Obligations Fund
EV Marathon Massachusetts Limited Maturity EV Traditional Greater China Growth Fund
Municipals Fund EV Traditional Greater India Fund
EV Marathon Massachusetts Municipals Fund EV Traditional Growth Fund
EV Marathon Michigan Limited Maturity EV Traditional High Income Fund
Municipals Fund EV Traditional High Yield Municipals Fund
EV Marathon Michigan Municipals Fund Eaton Vance Income Fund of Boston
EV Marathon Minnesota Municipals Fund EV Traditional Information Age Fund
EV Marathon Mississippi Municipals Fund EV Traditional Investors Fund
EV Marathon Missouri Municipals Fund Eaton Vance Municipal Bond Fund L.P.
EV Marathon National Limited Maturity EV Traditional National Limited Maturity
Municipals Fund Municipals Fund
EV Marathon National Municipals Fund EV Traditional National Municipals Fund
EV Marathon New Jersey Limited Maturity EV Traditional New Jersey Municipals Fund
Municipals Fund EV Traditional New York Limited Maturity
EV Marathon New Jersey Municipals Fund Municipals Fund
EV Marathon New York Limited Maturity EV Traditional New York Municipals Fund
Municipals Fund EV Traditional Pennsylvania Municipals Fund
EV Marathon New York Municipals Fund EV Traditional Special Equities Fund
EV Marathon North Carolina Limited Maturity EV Traditional Stock Fund
Tax Free Fund EV Traditional Total Return Fund
EV Marathon North Carolina Municipals Fund Eaton Vance Cash Management Fund
EV Marathon Ohio Limited Maturity Eaton Vance Liquid Assets Fund
Municipals Fund Eaton Vance Money Market Fund
EV Marathon Ohio Municipals Fund Eaton Vance Prime Rate Reserves
EV Marathon Oregon Municipals Fund Eaton Vance Short-Term Treasury Fund
EV Marathon Pennsylvania Limited Maturity Eaton Vance Municipals Reserves
Municipals Fund Massachusetts Municipal Bond Portfolio
</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
Stephen D. Johnson Vice President None
13340 Providence Lake Drive
Alpharetta, Georgia
Thomas J. Marcello Vice President None
553 Belleville Avenue
Glen Ridge, New Jersey
Timothy D. McCarthy Vice President None
9801 Germantown Pike
Lincoln Woods Apt. 416
Lafayette Hill, Pennsylvania
Morgan C. Mohrman* Senior Vice President None
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
- ----------
*Address is 24 Federal Street, Boston, MA 02110
</TABLE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

All applicable accounts, books and documents required to be maintained by
the Registrant by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder are in the possession and custody of the
Registrant's custodian, Investors Bank & Trust Company, 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.
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 Classic Information Age Fund, using financial statements which need not be
certified, within four to six months from the effective date of Post-Effective
Amendment No. 60 and 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
this 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 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 30th day of January, 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 Officer and
/s/ JAMES B. HAWKES Trustee January 30, 1996
- ------------------------------------
JAMES B. HAWKES
Treasurer and Principal
Financial and Accounting
/s/ JAMES L. O'CONNOR Officer January 30, 1996
- ------------------------------------
JAMES L. O'CONNOR

DONALD R. DWIGHT* Trustee January 30, 1996
- ------------------------------------
DONALD R. DWIGHT

SAMUEL L. HAYES, III* Trustee January 30, 1996
- ------------------------------------
SAMUEL L. HAYES, III

NORTON H. REAMER* Trustee January 30, 1996
- ------------------------------------
NORTON H. REAMER

JOHN L. THORNDIKE* Trustee January 30, 1996
- ------------------------------------
JOHN L. THORNDIKE

JACK L. TREYNOR* Trustee January 30, 1996
- ------------------------------------
JACK L. TREYNOR

*Signed by: /s/ H. DAY BRIGHAM, JR.
- ------------------------------------
As Attorney-in-fact

<PAGE>

SIGNATURES

Asian Small Companies Portfolio has duly caused this Amendment to the
Registration Statement on Form N-1A of Eaton Vance Growth Trust (File No. 2-
22019) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, and the Commonwealth of Massachusetts, on
the 30th day of January, 1996.

ASIAN SMALL COMPANIES PORTFOLIO

By /s/ JAMES B. HAWKES
--------------------------------
JAMES B. HAWKES, President

SIGNATURE TITLE DATE
--------- ----- ----
President, Principal
Executive Officer and
/s/ JAMES B. HAWKES Trustee January 30, 1996
- ------------------------------------
JAMES B. HAWKES
Treasurer and Principal
Financial and Accounting
/s/ JAMES L. O'CONNOR Officer January 30, 1996
- ------------------------------------
JAMES L. O'CONNOR

/s/ SAMUEL L. HAYES, III Trustee January 30, 1996
- ------------------------------------
SAMUEL L. HAYES, III
<PAGE>
EXHIBIT INDEX

PAGE IN
SEQUENTIAL
NUMBERING
EXHIBIT NO. DESCRIPTION SYSTEM
- ----------- ----------- ---------

(1)(d) Form of Amendment and Restatement of Establishment
and Designation of Series.

(5)(h) Form of Management Contract with Eaton Vance
Management for EV Marathon Asian Small Companies
Fund.

(i) Form of Management Contract with Eaton Vance
Management for EV Traditional Asian Small Companies
Fund.

(6)(a)(11) Form of Distribution Agreement with Eaton Vance
Distributors, Inc. for EV Marathon Asian Small
Companies Fund.

(a)(12) Form of Distribution Agreement with Eaton Vance
Distributors, Inc. for EV Traditional Asian Small
Companies Fund.

(11) Consent of Independent Auditors for Asian Small
Companies Portfolio.

(15)(k) Form of Distribution Plan pursuant to Rule 12b-1
under the Investment Company Act of 1940 for EV
Marathon Asian Small Companies Fund.

(l) Form of Distribution Plan pursuant to Rule 12b-1
under the Investment Company Act of 1940 for EV
Traditional Asian Small Companies Fund.

<PAGE>

EXHIBIT 99.1(d)

FORM OF

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 February ___, 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 ten 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

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: February ___, 1996

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

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

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

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

<PAGE>

EXHIBIT 99.5(h)

FORM OF

EATON VANCE GROWTH TRUST

MANAGEMENT CONTRACT

on behalf of EV Marathon Asian Small Companies Fund

AGREEMENT made this day of April, 1996 between Eaton Vance Growth
Trust, a Massachusetts business trust (the "Trust"), on behalf of EV Marathon
Asian Small Companies Fund (the "Fund") and Eaton Vance Management, a
Massachusetts business trust (the "Manager"):

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

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

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

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

Annual
Category Average Daily Net Assets Asset Rate

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

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

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

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

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

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

6. Duration and Termination of the Contract. This Contract shall become
effective upon the date of its execution, and, unless terminated as herein
provided, shall remain in full force and effect to and including February 28,
1997 and shall continue in full force and effect indefinitely thereafter, but
only so long as such continuance after February 28, 1997 is specifically
approved at least annually by the Trustees of the Trust.

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

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

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

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

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

EATON VANCE GROWTH TRUST EATON VANCE MANAGEMENT
(on behalf of EV Marathon
Asian Small Companies Fund)

By By
----------------------------- ------------------------------
President Vice President,
and not individually

<PAGE>

EXHIBIT 99.5(i)

FORM OF

EATON VANCE GROWTH TRUST

MANAGEMENT CONTRACT

on behalf of EV Traditional Asian Small Companies Fund

AGREEMENT made this day of April, 1996 between Eaton Vance Growth
Trust, a Massachusetts business trust (the "Trust"), on behalf of EV Traditional
Asian Small Companies Fund (the "Fund") and Eaton Vance Management, a
Massachusetts business trust (the "Manager"):

Annual
Category Average Daily Net Assets Asset Rate

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

EATON VANCE GROWTH TRUST EATON VANCE MANAGEMENT
(on behalf of EV Traditional
Asian Small Companies Fund)

By By
----------------------------------- ------------------------------
President Vice President,
and not individually

<PAGE>

EXHIBIT 99.6(a)(11)

FORM OF

EATON VANCE GROWTH TRUST

DISTRIBUTION AGREEMENT

ON BEHALF OF EV MARATHON ASIAN SMALL COMPANIES FUND

AGREEMENT effective as of April , 1996 between EATON VANCE GROWTH
TRUST, a Massachusetts business trust having its principal place of business in
Boston in the Commonwealth of Massachusetts, hereinafter called the "Trust", on
behalf of EV Marathon Asian Small Companies Fund (the "Fund"), and EATON VANCE
DISTRIBUTORS, INC., a Massachusetts corporation having its principal place of
business in said Boston, hereinafter sometimes called the "Principal
Underwriter".

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

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

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

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

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

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

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

3. The Trust agrees that it will, from time to time, but subject to the
necessary approval of the Fund's shareholders, take such steps as may be
necessary to register the Fund's shares under the federal Securities Act of
1933, as amended from time to time, (the "1933 Act"), to the end that there will
be available for sale such number of shares as the Principal Underwriter may
reasonably be expected to sell. The Trust agrees to indemnify and hold harmless
the Principal Underwriter and each person, if any, who controls the Principal
Underwriter within the meaning of Section 15 of the 1933 Act against any loss,
liability, claim, damages or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, claim, damages or
expense and reasonable counsel fees incurred in connection therewith), arising
by reason of any person acquiring any shares of the Fund, which may be based
upon the 1933 Act or on any other statute or at common law, on the ground that
the Registration Statement or Prospectus, as from time to time amended and
supplemented, includes an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary in order to make the
statements therein not misleading, unless such statement or omission was made in
reliance upon, and in conformity with, information furnished in writing to the
Trust in connection therewith by or on behalf of the Principal Underwriter;
provided, however, that in no case (i) is the indemnity of the Trust in favor of
the Principal Underwriter and any such controlling person to be deemed to
protect such Principal Underwriter or any such controlling person against any
liability to the Trust or the Fund or its security holders to which such
Principal Underwriter or any such controlling person would otherwise be subject
by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement, or (ii) is the Trust or the Fund to
be liable under its indemnity agreement contained in this paragraph with respect
to any claim made against the Principal Underwriter or any such controlling
person unless the Principal Underwriter or any such controlling person, as the
case may be, shall have notified the Trust in writing within a reasonable time
after the summons or other first legal process giving information of the nature
of the claim shall have been served upon the Principal Underwriter or such
controlling person (or after such Principal Underwriter or such controlling
person shall have received notice of such service on any designated agent), but
failure to notify the Trust of any such claim shall not relieve it from any
liability which the Fund may have to the person against whom such action is
brought otherwise than on account of its indemnity agreement contained in this
paragraph. The Trust shall be entitled to participate, at the expense of the
Fund, in the defense, or, if the Trust so elects, to assume the defense of any
suit brought to enforce any such liability, but if the Trust elects to assume
the defense, such defense shall be conducted by counsel chosen by it and
satisfactory to the Principal Underwriter or controlling person or persons,
defendant or defendants in the suit. In the event the Trust elects to assume the
defense of any such suit and retains such counsel, the Principal Underwriter or
controlling person or persons, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel retained by them, but, in case
the Trust does not elect to assume the defense of any such suit, the Fund shall
reimburse the Principal Underwriter or controlling person or persons, defendant
or defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them. The Trust agrees promptly to notify the Principal Underwriter
of the commencement of any litigation or proceedings against it or any of its
officers or Trustees in connection with the issuance or sale of any of the
Fund's shares.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

14. The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall have
the respective meanings specified in the 1940 Act, subject, however, to such
exemptions as may be granted by the Commission by any rule, regulation or order.

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

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
on the day of April, 1996.

EATON VANCE GROWTH TRUST
(on behalf of EV MARATHON
ASIAN SMALL COMPANIES FUND)

By
------------------------------
President

EATON VANCE DISTRIBUTORS INC.

By
--------------------------------
President

<PAGE>

EXHIBIT 99.6(a)(12)

FORM OF

EATON VANCE GROWTH TRUST

DISTRIBUTION AGREEMENT

ON BEHALF OF EV TRADITIONAL ASIAN SMALL COMPANIES FUND

AGREEMENT effective as of April , 1996 between EATON VANCE GROWTH
TRUST, hereinafter called the "Trust", a Massachusetts business trust having its
principal place of business in Boston in the Commonwealth of Massachusetts, on
behalf of EV Traditional Asian Small Companies Fund, hereinafter called the
"Fund" and EATON VANCE DISTRIBUTORS, INC., a Massachusetts corporation having
its principal place of business in said Boston, hereinafter sometimes called the
"Principal Underwriter".

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

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

The public offering price, i.e., the price per share at which the
Principal Underwriter or financial service firm purchasing shares from the
Principal Underwriter may sell shares to the public, shall be the public
offering price as set forth in the current Prospectus relating to said shares,
but not to exceed the net asset value at which the Principal Underwriter is to
purchase the shares, plus a sales charge not to exceed 7.25% of the public
offering price (the net asset value divided by .9275). If the resulting public
offering price does not come out to an even cent, the public offering price
shall be adjusted to the nearer cent.

The Principal Underwriter may also sell shares at the net asset value
at which the Principal Underwriter is to purchase such shares, provided such
sales are not inconsistent with the provisions of Section 22(d) of the
Investment Company Act of 1940, as amended from time to time (the "1940 Act"),
and the rules thereunder, including any applicable exemptive orders or
administrative interpretations or "no-action" positions with respect thereto.

3. The Trust covenants and agrees that it will, from time to time, but
subject to the necessary approval of the Fund's shareholders, take such steps as
may be necessary to register the Fund's shares under the federal Securities Act
of 1933, as amended from time to time (the "1933 Act"), to the end that there
will be available for sale such number of shares as the Principal Underwriter
may reasonably be expected to sell. The Trust covenants and agrees to indemnify
and hold harmless the Principal Underwriter and each person, if any, who
controls the Principal Underwriter within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages or expense and reasonable counsel fees incurred in connection
therewith), arising by reason of any person acquiring any shares of the Fund,
which may be based upon the 1933 Act or on any other statute or at common law,
on the ground that the Registration Statement or Prospectus, as from time to
time amended and supplemented, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary in
order to make the statements therein not misleading, unless such statement or
omission was made in reliance upon, and in conformity with, information
furnished in writing to the Trust in connection therewith by or on behalf of the
Principal Underwriter; provided, however, that in no case (i) is the indemnity
of the Trust in favor of the Principal Underwriter and any such controlling
person to be deemed to protect such Principal Underwriter or any such
controlling person against any liability to the Trust or the Fund or its
security holders to which such Principal Underwriter or any such controlling
person would otherwise be subject by reason of willful misfeasance, bad faith,
or gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement, or (ii)
is the Trust or the Fund to be liable under its indemnity agreement contained in
this paragraph with respect to any claim made against the Principal Underwriter
or any such controlling person unless the Principal Underwriter or any such
controlling person, as the case may be, shall have notified the Trust in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the Principal
Underwriter or such controlling person (or after such Principal Underwriter or
such controlling person shall have received notice of such service on any
designated agent), but failure to notify the Trust of any such claim shall not
relieve it from any liability which the Fund may have to the person against whom
such action is brought otherwise than on account of its indemnity agreement
contained in this paragraph. The Trust shall be entitled to participate, at the
expense of the Fund, in the defense, or, if the Trust so elects, to assume the
defense of any suit brought to enforce any such liability, but if the Trust
elects to assume the defense, such defense shall be conducted by counsel chosen
by it and satisfactory to the Principal Underwriter or controlling person or
persons, defendant or defendants in the suit. In the event the Trust elects to
assume the defense of any such suit and retains such counsel, the Principal
Underwriter or controlling person or persons, defendant or defendants in the
suit, shall bear the fees and expenses of any additional counsel retained by
them, but, in case the Trust does not elect to assume the defense of any such
suit, the Fund shall reimburse the Principal Underwriter or controlling person
or persons, defendant or defendants in the suit, for the reasonable fees and
expenses of any counsel retained by them. The Trust agrees promptly to notify
the Principal Underwriter of the commencement of any litigation or proceedings
against it or any of its officers or Trustees in connection with the issuance or
sale of any of the Fund's shares.

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

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

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

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

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

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

(iv) all the federal and state (if any) issue and/or transfer
taxes payable upon the issue

by or (in the case of treasury shares) transfer from the Fund to the Principal
Underwriter of any and all shares of the Fund purchased by the Principal
Underwriter hereunder;

(v) the fees, costs and expenses of the registration or
qualification of shares of the Fund for sale in the various states, territories
or other jurisdictions (including without limitation the registering or
qualifying the Fund as a broker or dealer or any officer of the Fund as agent or
salesman in any state, territory or other jurisdiction); and

(vi) all payments to be made by the Fund pursuant to any
written plan approved in accordance with Rule 12b-1 under the 1940 Act.

(b) The Principal Underwriter agrees that, after the Prospectus (other
than to existing shareholders of the Fund) and periodic reports have been set up
in type, it will bear the expense of printing and distributing any copies
thereof which are to be used in connection with the offering of shares of the
Fund to financial service firms or investors. The Principal Underwriter further
agrees that it will bear the expenses of preparing, printing and distributing
any other literature used by the Principal Underwriter or furnished by it for
use by financial service firms in connection with the offering of the shares of
the Fund for sale to the public and any expenses of advertising in connection
with such offering.

(c) The Principal Underwriter shall be entitled to receive all
contingent deferred sales charges imposed in accordance with the Prospectus on
early redemptions of Fund shares.

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

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

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

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

(e) The Principal Underwriter shall receive no commission in respect
of any repurchase of shares under the foregoing authorization and appointment as
agent.

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

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

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

(a) this Agreement shall remain in effect for one year from the
date of its execution and shall continue in full force and effect indefinitely
thereafter, but only so long as such continuance is specifically approved at
least annually (i) by the vote of a majority of the Trustees of the Trust who
are not interested persons of the Trust or of the Principal Underwriter cast in
person at a meeting called for the purpose of voting on such approval, and (ii)
by the Trustees of the Trust or by vote of a majority of the outstanding voting
securities of the Fund; and

(b) that either party shall have the right to terminate this
Agreement on six (6) months' written notice thereof given in writing to the
other.

10. In the event of the assignment of this Agreement by the Principa
Underwriter, this Agreement shall automatically terminate.

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

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

13. The terms "vote of a majority of the outstanding voting
securities," "assignment" and "interested persons," when used herein, shall have
the respective meanings specified in the 1940 Act, subject, however, to such
exemptions as may be granted by the Commission by any rule, regulation or order.

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

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement this
day of April, 1996.

EATON VANCE GROWTH TRUST
(on behalf of EV TRADITIONAL ASIAN
SMALL COMPANIES FUND)

By
---------------------------------
President

EATON VANCE DISTRIBUTORS INC.

By
---------------------------------
Vice President

<PAGE>

EXHIBIT 99.11
INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 62 to the
Registration Statement of Eaton Vance Growth Trust (1933 Act File No. 2-22019)
on behalf of EV Marathon Asian Small Companies Fund and EV Traditional Asian
Small Companies Fund of our report dated February 1, 1996, relating to Asian
Small Companies Portfolio appearing in the Statement of Additional Information
which is part of such Registration Statement.

DELOITTE & TOUCHE LLP

February 1, 1996
Boston, Massachusetts

<PAGE>

EXHIBIT 99.15(k)

FORM OF

EATON VANCE GROWTH TRUST

DISTRIBUTION PLAN

ON BEHALF OF

EV MARATHON ASIAN SMALL COMPANIES FUND

WHEREAS, Eaton Vance Growth Trust (the "Trust") engages in business as
an open-end investment company with multiple series and is registered as such
under the Investment Company Act of 1940, as amended (the "Act");

WHEREAS, the Trust desires to adopt a separate Distribution Plan on
behalf of its series, EV Marathon Asian Small Companies Fund (the "Fund"),
pursuant to which the Fund will make payments in connection with the
distribution of shares of the Fund;

WHEREAS, the Trust employs Eaton Vance Distributors, Inc. to act as
Principal Underwriter (as defined in the Act) of shares of the Fund, but does
not intend to remunerate the Principal Underwriter unless and until the
Principal Underwriter sells shares of the Fund;

WHEREAS, the Fund will pay the Principal Underwriter sales commissions
and distribution fees only in connection with the sale of shares of the Fund;

WHEREAS, the Fund intends to pay service fees as contemplated in
subsections (b) and (d) of Section 26 of Article III of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. (the "NASD
Rules"); and

WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of this Distribution Plan will benefit the
Fund and its shareholders.

NOW, THEREFORE, the Trust hereby adopts this Distribution Plan (this
"Plan") on behalf of the Fund in accordance with Rule 12b-1 under the Act and
containing the following terms and conditions:

1. The Fund will pay sales commissions and distribution fees to the
Principal Underwriter only after and as a result of the sales of shares of the
Fund. The Principal Underwriter will provide the Fund with such distribution
services and facilities as the Trust may from time to time consider necessary to
accomplish the sale of shares of the Fund. It is understood that the Principal
Underwriter may pay such sales commissions and make such other payments to
Authorized Firms and other persons as it considers appropriate to encourage
distribution of such shares.

2. On each sale of Fund shares (excluding reinvestment of dividends and
distributions), the Fund shall pay the Principal Underwriter a sales commission
in an amount not exceeding 5% of the price received by the Fund therefor, such
payment to be made in the manner set forth and subject to the terms of this
Plan. The amount of the sales commission shall be established from time to time
by vote or other action of a majority of (i) those Trustees of the Trust who are
not "interested persons" (as defined in the Act) of the Trust and have no direct
or indirect financial interest in the operation of this Plan or any agreements
related to it (the "Rule 12b-1 Trustees") and (ii) all of the Trustees then in
office. The Fund shall also pay the Principal Underwriter a separate
distribution fee (calculated in accordance with Section 3), such payment to be
made in the manner set forth and subject to the terms of this Plan.

3. The sales commissions and distribution fees referred to in Section 2
shall be accrued and paid by the Fund in the following manner. The Fund shall
accrue daily an amount calculated at the rate of .75% per annum of the daily net
assets of the Fund, which net assets shall be computed in accordance with the
governing documents of the Trust and applicable votes and determinations of the
Trustees of the Trust. The daily amounts so accrued throughout the month shall
be paid to the Principal Underwriter on the last day of each month. The amount
of such daily accrual, as so calculated, shall first be applied and charged to
all unpaid sales commissions, and the balance, if any, shall then be applied and
charged to all unpaid distribution fees. No amount shall be accrued with respect
to any day on which there exist no outstanding uncovered distribution charges of
the Principal Underwriter. The amount of such uncovered distribution charges
shall be calculated daily. For purposes of this calculation, distribution
charges of the Principal Underwriter shall include (a) the aggregate of all
sales commissions which the Principal Underwriter has been paid pursuant to this
Section 3 plus all sales commissions which it is entitled to be paid pursuant to
Section 2 since inception of this Plan through and including the day next
preceding the date of calculation, and (b) an amount equal to the aggregate of
all distribution fees referred to below which the Principal Underwriter has been
paid pursuant to this Section 3 plus all such fees which it is entitled to be
paid pursuant to Section 2 since inception of this Plan through and including
the day next preceding the date of calculation. From this sum (distribution
charges) there shall be subtracted (i) the aggregate amount paid or payable to
the Principal Underwriter pursuant to this Section 3 since inception of this
Plan through and including the day next preceding the date of calculation, (ii)
the aggregate amount of all contingent deferred sales charges paid or payable to
the Principal Underwriter since inception of this Plan through and including the
day next preceding the date of calculation, and (iii) the aggregate of all
amounts paid or payable to the Principal Underwriter (or any affiliate thereof)
by any party other than the Fund with respect to the sale of shares of the Fund
since inception of this Plan through and including the day next preceding the
date of calculation. If the result of such subtraction is a positive amount, a
distribution fee [computed at the rate of 1% per annum above the prime rate
(being the base rate on corporate loans posted by at least 75% of the nation's
30 largest banks) then being reported in the Eastern Edition of The Wall Street
Journal or if such prime rate is not so reported such other rate as may be
designated from time to time by vote or other action of a majority of (i) the
Rule 12b-1 Trustees and (ii) all of the Trustees then in office] shall be
computed on such amount and added to such amount, with the resulting sum
constituting the amount of outstanding uncovered distribution charges of the
Principal Underwriter with respect to such day for all purposes of this Plan. If
the result of such subtraction is a negative amount, there shall exist no
outstanding uncovered distribution charges of the Principal Underwriter with
respect to such day and no amount shall be accrued or paid to the Principal
Underwriter with respect to such day. The aggregate amounts accrued and paid
pursuant to this Section 3 during any fiscal year of the Fund shall not exceed
.75% of the average daily net assets of the Fund for such year.

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

5. The Fund may make payments of service fees to the Principal
Underwriter, Authorized Firms and other persons. The aggregate of such payments
during any fiscal year of the Fund shall not exceed .25% of the Fund's average
daily net assets for such year. Appropriate adjustment of service fee payments
shall be made whenever necessary to ensure that no such payment shall cause the
Fund to exceed the applicable maximum cap imposed thereon by paragraph (5) of
subsection (d) of Section 26 of Article III of the NASD Rules.

6. This Plan shall not take effect until after it has been approved by
both a majority of (i) the Rule 12b-1 Trustees and (ii) all of the Trustees then
in office, cast in person at a meeting (or meetings) called for the purpose of
voting on this Plan.

7. Any agreements between the Trust on behalf of the Fund and any
person relating to this Plan shall be in writing and shall not take effect until
approved in the manner provided for Trustee approval of this Plan in Section 6.

8. This Plan shall continue in effect for so long as such continuance
is specifically approved at least annually in the manner provided for Trustee
approval of this Plan in Section 6.

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

10. This Plan may be terminated at any time by vote of a majority of
the Rule 12b-1 Trustees, or by vote of a majority of the outstanding voting
securities of the Fund. The Principal Underwriter shall also be entitled to
receive all contingent deferred sales charges paid or payable with respect to
any day subsequent to termination of this Plan on which there exist outstanding
uncovered distribution charges of the Principal Underwriter.

11. This Plan may not be amended to increase materially the payments to
be made by the Fund as provided in Sections 2, 3 and 5 unless such amendment is
approved by a vote of at least a majority of the outstanding voting securities
of the Fund. In addition, all material amendments to this Plan shall be approved
in the manner provided for Trustee approval of this Plan in Section 6.

12. While this Plan is in effect, the selection and nomination of the
Rule 12b-1 Trustees shall be committed to the discretion of the Rule 12b-1
Trustees.

13. The Trust shall preserve copies of this Plan and any related
agreements made by the Trust on behalf of the Fund and all reports made pursuant
to Section 9, for a period of not less than six years from the date of this
Plan, or of the agreements or of such report, as the case may be, the first two
years in an easily accessible place.

14. Consistent with the limitation of shareholder, officer and Trustee
liability as set forth in the Trust's Declaration of Trust, any obligations
assumed by the Fund pursuant to this Plan shall be limited in all cases to the
assets of the Fund and no person shall seek satisfaction thereof from the
shareholders of the Fund, officers or Trustees of the Trust or any other series
of the Trust.

15. This Plan shall, prior to the initial accrual or payment of any
amount hereunder, be approved by a vote of at least a majority of the
outstanding voting securities of the Fund.

16. When used in this Plan, the term "service fees" shall have the same
meaning as such term has in subsections (b) and (d) of Section 26 of Article III
of the NASD Rules. When used in this Plan, the term "vote of a majority of the
outstanding voting securities of the Fund" shall mean the vote of the lesser of
(a) 67 per centum or more of the shares of the Fund present or represented by
proxy at the meeting if the holders of more than 50 per centum of the
outstanding shares of the Fund are present or represented by proxy at the
meeting, or (b) more than 50 per centum of the outstanding shares of the Fund.

17. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or regulation of the Securities and Exchange
Commission or otherwise, the remainder of this Plan shall not be affected
thereby.

ADOPTED APRIL , 1996

* * *

<PAGE>

EXHIBIT 99.15(l)

FORM OF

EATON VANCE GROWTH TRUST

DISTRIBUTION PLAN

ON BEHALF OF EV TRADITIONAL ASIAN SMALL COMPANIES FUND

WHEREAS, Eaton Vance Growth Trust (the "Trust") engages in business as
an open-end management investment company with multiple series and is registered
as such under the Investment Company Act of 1940, as amended (the "Act");

WHEREAS, the Trust desires to adopt a separate Distribution Plan on
behalf of its series, EV Traditional Asian Small Companies Fund (the "Fund"),
pursuant to Rule 12b-1 under the Act, pursuant to which the Fund intends to
finance activities which are primarily intended to result in the distribution
and sale of its shares of beneficial interest and to make payments in connection
with the distribution of its shares;

WHEREAS, the Trust employs Eaton Vance Distributors, Inc., to act as
Principal Underwriter (as defined in the Act) of the shares of the Fund;

WHEREAS, the Fund intends to compensate the Principal Underwriter for
its distribution services to the Fund by paying the Principal Underwriter
monthly distribution fees in connection with the sale of shares of the Fund;

WHEREAS, the Fund intends to pay quarterly service fees (as
contemplated in subsections (b) and (d) of Section 26 of Article III of the
Rules of Fair Practice of the National Association of Securities Dealers, Inc.
(the "NASD Rules")) to the Principal Underwriter (from which the Principal
Underwriter may pay service fees to Authorized Firms and other third parties
based on the amount of Fund shares sold through them and remaining outstanding
for specified periods of time);

WHEREAS, such service fees will compensate the Principal Underwriter,
Authorized Firms and other third parties for providing personal services and/or
the maintenance of shareholder accounts;

WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of this Distribution Plan will benefit the
Fund and its shareholders.

NOW, THEREFORE, the Trust hereby adopts this Distribution Plan (the
"Plan") on behalf of the Fund in accordance with Rule 12b-1 under the Act and
containing the following terms and conditions:

1. The Principal Underwriter will provide the Fund with such
distribution services and facilities as the Fund may from time to time consider
necessary to enhance the sale of shares of the Fund, and the Principal
Underwriter shall pay such compensation to Authorized Firms and other third
parties as it considers appropriate to encourage distribution of such shares.
The Principal Underwriter will also provide such personal and account
maintenance services as the Fund may from time to time consider necessary to
enhance the provision of personal services and/or the maintenance of shareholder
accounts, and the Principal Underwriter may pay such service fees to Authorized
Firms and other third parties as it considers appropriate to encourage the
provision of personal services and/or the maintenance of shareholder accounts.

2. The Fund shall pay a monthly distribution fee to the Principal
Underwriter on the last day of each month. Such distribution fee shall be in an
amount equal on an annual basis to the aggregate of (a) .50% of that portion of
the Fund's average daily net assets for any fiscal year which is attributable to
shares of the Fund which have remained outstanding for less than one year and
(b) .25% of that portion of the Fund's average daily net assets for any fiscal
year which is attributable to shares of the Fund which have remained outstanding
for more than one year. For the purposes of this Plan, daily net assets of the
Fund shall be computed in accordance with the governing documents of the Fund
and applicable votes and determinations of the Trustees of the Trust. All
distribution fees are being paid in consideration for the distribution services
and facilities to be furnished to the Fund hereunder by the Principal
Underwriter.

3. Appropriate adjustment of payments made pursuant to Section 2 of
this Plan shall be made whenever necessary to ensure that no such payment shall
cause the Fund to exceed the applicable maximum cap imposed on asset-based,
front-end and deferred sales charges by subsection (d) of Section 26 of Article
III of the NASD Rules.

4. In addition to the payments of distribution fees to the Principal
Underwriter provided for in Section 2, the Fund shall pay a quarterly service
fee to the Principal Underwriter on the last day of each calendar quarter of the
Fund. Such service fee shall be in an amount equal on an annual basis to .25% of
that portion of the Fund's average daily net assets for any fiscal year which is
attributable to shares of the Fund which have remained outstanding for more than
one year. All service fees are being paid to the Principal Underwriter hereunder
in consideration for the personal and account maintenance services to be
furnished by the Principal Underwriter and for the payment of service fees by
the Principal Underwriter to Authorized Firms and other third parties in
connection with the provision of personal services and/or the maintenance of
shareholder accounts.

5. This Plan shall not take effect until it has been approved by (a) a
vote of at least a majority of the outstanding voting securities of the Fund and
(b) both a majority of (i) those Trustees of the Trust who are not "interested
persons" of the Trust or the Fund (as defined in the Act) and have no direct or
indirect financial interest in the operation of the Plan or any agreements
related to it (the "Rule 12b-1 Trustees") and (ii) all of the Trustees then in
office, cast in person at a meeting (or meetings) called for the purpose of
voting on this Plan.

6. Any agreements between the Trust on behalf of the Fund and any
person relating to this Plan shall be in writing and shall not take effect until
approved in the manner provided for in clause (b) of the first paragraph of
Section 5.

7. This Plan shall continue in effect for one year from the date of its
execution and shall continue indefinitely thereafter, but only for so long as
such continuance is specifically approved at least annually in the manner
provided for approval of this Plan in clause (b) of the first paragraph of
Section 5.

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

9. This Plan may be terminated at any time by vote of a majority of the
Rule 12b-1 Trustees, or by vote of a majority of the outstanding voting
securities of the Fund.

10. This Plan may not be amended to increase materially the payments to
be made by the Fund as provided in Sections 2, 3 and 4 unless such amendment is
approved in the manner provided for initial approval of the Plan in Section 5,
and all material amendments to this Plan shall be approved in the manner
provided for in clause (b) of the first paragraph of Section 5.

11. While this Plan is in effect, the selection and nomination of the
Rule 12b-1 Trustees shall be committed to the discretion of the Rule 12b-1
Trustees.

12. The Trust shall preserve copies of this Plan and any related
agreements made by the Trust on behalf of the Fund and all reports made pursuant
to Section 8, for a period of not less than six years from the date of this
Plan, or of the agreements or of such report, as the case may be, the first two
years in an easily accessible place.

13. Consistent with the limitation of shareholder, officer and Trustee
liability as set forth in the Trust's Declaration of Trust, any obligations
assumed by the Fund pursuant to this Plan shall be limited in all cases to the
assets of the Fund and no person shall seek satisfaction thereof from the
shareholders of the Trust, officers or Trustees of the Trust or any other series
of the Trust.

14. This Plan shall, prior to the initial accrual or payment of any
amount hereunder, be approved by a vote of at least a majority of the
outstanding voting securities of the Fund.

15. When used in this Plan, the term "service fees" shall have the same
meaning as such term is used in subsections (b) and (d) of Section 26 of Article
III of the NASD Rules. When used in this Plan, the term "vote of a majority of
the outstanding voting securities of the Fund" shall mean the vote of the lesser
of (a) 67 per centum or more of the shares of the Fund present or represented by
proxy at the meeting if the holders of more than 50 per centum of the
outstanding shares of the Fund are present or represented by proxy at the
meeting, or (b) more than 50 per centum of the outstanding shares of the Fund.

16. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or regulation of the Securities and Exchange
Commission or otherwise, the remainder of this Plan shall not be affected
thereby.

ADOPTED APRIL , 1996

* * *