EATON VANCE GROWTH TRUST, 485APOS, 1997-01-16

EATON VANCE GROWTH TRUST
485APOS, 1997-01-16

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 16, 1997
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. 66 [X]
AND
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 39 [X]

EATON VANCE GROWTH TRUST
-------------------------------------------
(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)

ALAN R. DYNNER
24 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
----------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)

It is proposed that this filing will become effective pursuant to rule 485
(check appropriate box):
[ ] immediately upon filing [ ] on (date) pursuant to
pursuant to paragraph (b) paragraph (a)(1)
[ ] on December 31, 1996 pursuant [X] 75 days after filing pursuant
to paragraph (b) to paragraph (a)(2)
[ ] 60 days after filing [ ] on (date) pursuant
pursuant to paragraph (a)(1) to paragraph (a)(2).

If appropriate, check the following box:

[ ] this post effective amendment designates a new effective date for a
previously filed post-effective amendment.

The Registrant has filed a Declaration pursuant to Rule 24f-2, and on
October 24, 1996, filed its "Notice" as required by that Rule for the fiscal
year ended August 31, 1996. Registrant continues its election to register an
indefinite number of shares of beneficial interest pursuant to Rule 24f-2.

===============================================================================

<PAGE>

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

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

Part A -- The Prospectuses of:
EV Marathon Worldwide Developing Resources Fund
EV Traditional Worldwide Developing Resources Fund

Part B -- The Statements of Additional Information of:
EV Marathon Worldwide Developing Resources Fund
EV Traditional Worldwide Developing Resources 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 WORLDWIDE DEVELOPING RESOURCES FUND
EV TRADITIONAL WORLDWIDE DEVELOPING RESOURCES FUND

CROSS REFERENCE SHEET
ITEMS REQUIRED BY FORM N-1A
---------------------------
<TABLE>
<CAPTION>
PART A
ITEM NO. ITEM CAPTION PROSPECTUS CAPTION
- ------ ------------ -------------------------------------------------------
<S> <C> <C>
1. .............. Cover Page Cover Page
2. .............. Synopsis Shareholder and Fund Expenses

3. .............. Condensed Financial Information The Fund's Financial Highlights (for Marathon Fund
only)

4. .............. General Description of Registrant The Fund's Investment Objective; Investment Policies
and Risks; Organization of the Fund and the Portfolio
5. .............. Management of the Fund Management of the Fund and the Portfolio
5A............... Management's Discussion of Fund Not Applicable
Performance
6. .............. Capital Stock and Other Securities Organization of the Fund and the Portfolio; Reports to
Shareholders; The Lifetime Investing Account/
Distribution Options; Distributions and Taxes

7. .............. Purchase of Securities Being Offered Valuing Fund Shares; How to Buy Fund Shares;
Distribution Plan (for Marathon Fund); Service Plan
(for Traditional Fund); The Lifetime Investing
Account/Distribution Options; The Eaton Vance
Exchange Privilege; Eaton Vance Shareholder Services

8. .............. Redemption or Repurchase How to Redeem Fund Shares
9. .............. Pending Legal Proceedings Not Applicable

PART B
ITEM NO. ITEM CAPTION STATEMENT OF ADDITIONAL INFORMATION CAPTION
- ------ ------------ -------------------------------------------------------
10. .............. Cover Page Cover Page
11. .............. Table of Contents Table of Contents
12. .............. General Information and History Other Information
13. .............. Investment Objective and Policies Additional Information about Investment Policies;
Investment Restrictions
14. .............. Management of the Fund Trustees and Officers; Fees and Expenses
15. .............. Control Persons and Principal Holders Control Persons and Principal Holders of Securities
of Securities

16. .............. Investment Advisory and Other Investment Adviser and Administrator; Distribution Plan
Services (for Marathon Fund); Service Plan (for Traditional
Fund); Custodian; 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 Not Applicable

19. .............. Purchase, Redemption and Pricing of Determination of Net Asset Value; Service for
Securities Being Offered Withdrawal; Services for Accumulation (for
Traditional Fund only); Principal Underwriter;
Distribution Plan (for Marathon Fund); Service Plan
(for Traditional Fund); Fees and Expenses

20. .............. Tax Status Taxes
21. .............. Underwriters Principal Underwriter; Fees and Expenses
22. .............. Calculation of Performance Data Investment Performance; Performance Information
23. .............. Financial Statements Financial Statements
</TABLE>

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

EV MARATHON
WORLDWIDE DEVELOPING RESOURCES FUND
- ------------------------------------------------------------------------------

EV MARATHON WORLDWIDE DEVELOPING RESOURCES FUND (THE "FUND") IS A MUTUAL FUND
SEEKING CAPITAL APPRECIATION AND PROTECTION OF PURCHASING POWER THROUGH
NATURAL RESOURCE RELATED INVESTMENTS. THE FUND INVESTS ITS ASSETS IN WORLDWIDE
DEVELOPING RESOURCES PORTFOLIO (THE "PORTFOLIO"), A NON-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.
THE FUND IS A SERIES OF EATON VANCE GROWTH TRUST (THE "TRUST").

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

This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference. A
Statement of Additional Information dated April 1, 1997 for the Fund, as
supplemented from time to time, has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. This 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 Portfolio's
investment adviser is Boston Management and Research (the "Investment
Adviser"), a wholly-owned subsidiary of Eaton Vance Management, and Eaton
Vance Management is the administrator (the "Administrator") of the Fund. The
offices of the Investment Adviser and the Administrator are located at 24
Federal Street, Boston, MA 02110.

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

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

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE PAGE
<S> <C> <C> <C>

Shareholder and Fund Expenses ................ 2 How to Buy Fund Shares ............................. 11
The Fund's Financial Highlights .............. 3 How to Redeem Fund Shares .......................... 12
The Fund's Investment Objective .............. 4 Reports to Shareholders ............................ 14
Investment Policies and Risks ................ 4 The Lifetime Investing Account/Distribution Options 14
Organization of the Fund and the Portfolio ... 7 The Eaton Vance Exchange Privilege ................. 15
Management of the Fund and the Portfolio ..... 9 Eaton Vance Shareholder Services ................... 16
Distribution Plan ............................ 9 Distributions and Taxes ............................ 16
Valuing Fund Shares .......................... 11 Performance Information ............................ 17
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

PROSPECTUS DATED APRIL 1, 1997

<PAGE>

SHAREHOLDER AND FUND EXPENSES
- ------------------------------------------------------------------------------

SHAREHOLDER TRANSACTION EXPENSES
<TABLE>
-----------------------------------------------------------------------------------------------------
<S> <C>
Sales Charges Imposed on Purchases of Shares None
Sales Charges Imposed on Reinvested Distributions None
Fees to Exchange Shares None
Range of Declining Contingent Deferred Sales Charges Imposed on 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%

ANNUAL FUND AND ALLOCATED PORTFOLIO OPERATING EXPENSES (as a
percentage of average daily net assets)
-----------------------------------------------------------------------------------------------------
Investment Adviser Fee 0.75%
Rule 12b-1 Distribution (and Service) Fees 0.92%
Other Expenses 0.93%
-----
Total Operating Expenses 2.60%
=====
</TABLE>

<TABLE>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <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: $76 $121 $158 $293

An investor would pay the following expenses on the same
investment, assuming (a) 5% annual return and (b) no
redemptions: $26 $ 81 $138 $293
</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 fees and
expenses included in the table and Example are an estimate based on the Fund's
and the Portfolio's projected fees for the fiscal year ending August 31, 1997,
and reflect the Fund's current policy of investing its assets in 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
annual return will vary. For further information regarding the expenses of
both the Fund and the Portfolio, see "The Fund's Financial Highlights",
"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 redemption, (b) shares acquired through the
reinvestment of dividends and 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 shares of one or more other
funds listed under "The Eaton Vance Exchange Privilege."

As of the close of business on March 31, 1997, the Fund transferred its assets
to the Portfolio in exchange for an interest in the Portfolio. Prior to such
date, the Fund retained Eaton Vance as its investment adviser.

<PAGE>

THE FUND'S FINANCIAL HIGHLIGHTS
- ------------------------------------------------------------------------------

The following information should be read in conjunction with the audited
financial statements included in the Fund's annual report to shareholders
which is incorporated by reference into the Statement of Additional
Information in reliance upon the report of Deloitte & Touche LLP, independent
certified public accountants, as experts in accounting and auditing. Further
information regarding the performance of the Fund is contained in its annual
report to shareholders which may be obtained without charge by contacting the
Principal Underwriter.
<TABLE>
- --------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
YEAR ENDED AUGUST 31, YEAR ENDED SEPTEMBER 30,
--------------------- -----------------------------------------------------------------------
1996 1995++ 1994 1993 1992 1991 1990 1989 1988**
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
NET ASSET VALUE, beginning
of year ................ $16.420 $14.890 $13.240 $11.850 $11.140 $12.140 $13.460 $11.420 $10.000
------- ------- ------- ------- ------- ------- ------- ------- -------

INCOME FROM OPERATIONS:
Net investment income
(loss) ............... $(0.261) $(0.100)(3) $(0.050) $(0.090) $(0.083) $ 0.020 $ 0.069 $ 0.060 $ 0.134
Net realized and
unrealized gain (loss)
on investments ....... 6.371 1.630 (3) 2.650 1.480 1.103 (0.570) (0.009) 2.480 1.406
------- ------- ------- ------- ------- ------- ------- ------- -------
Total income (loss)
from investment
operations ......... $ 6.110 $ 1.530 $ 2.600 $ 1.390 $ 1.020 $(0.550) $ 0.060 $ 2.540 $ 1.540
------- ------- ------- ------- ------- ------- ------- ------- -------

LESS DISTRIBUTIONS:
From net investment
income ............... $-- $-- $-- $-- $-- $(0.020) $(0.069) $(0.074) $(0.120)
In excess of net
investment income(1)(4) -- -- (0.020) -- (0.250) (0.110) (0.091) (0.146) --
From net realized gain
on investments ....... (0.950) -- -- -- (0.060) (0.320) (1.220) (0.280) --
In excess of realized
gain on investments .. -- -- (0.930) -- -- -- -- -- --
------- ------- ------- ------- ------- ------- ------- ------- -------
Total distributions .. $(0.950) $-- $(0.950) $-- $(0.310) $(0.450) $(1.380) $(0.500) $(0.120)
------- ------- ------- ------- ------- ------- ------- ------- -------
NET ASSET VALUE, end of
year ................... $21.580 $16.420 $14.890 $13.240 $11.850 $11.140 $12.140 $13.460 $11.420
======= ======= ======= ======= ======= ======= ======= ======= =======
TOTAL RETURN(2) .......... 39.69% 10.28% 20.47% 11.73% 9.44% (4.36)% 0.01% 22.96% 15.39%

RATIOS/SUPPLEMENTAL DATA*:
Net assets, end of year
(000's omitted) ...... $20,129 $15,259 $13,055 $ 5,792 $ 3,775 $ 4,042 $ 4,391 $ 2,999 $ 2,424
Ratio of net expenses to
average daily net
assets(6) ............ 2.49% 2.43%+ 2.64% 3.15% 3.26% 3.29% 2.50% 1.62% 0.99%+
Ratio of net expenses to
average daily net
assets after custodian
fee reduction(6) ..... 2.47% -- -- -- -- -- -- -- --
Ratio of net investment
income (loss) to average
daily net assets ..... (1.60%) (0.74)%+ (0.96)% (0.92)% (0.67)% 0.17% 0.33% 0.45% 0.83%+
PORTFOLIO TURNOVER ....... 86% 49% 17% 57% 32% 27% 35% 53% 25%
AVERAGE COMMISSION RATE
PAID(5) ................ $0.0382 -- -- -- -- -- -- -- --

*For the six years ended September 30, 1993, the operating expenses of the Fund reflect a reduction of the investment adviser
fee, an allocation of expenses to the Investment Adviser, or both. Had such actions not been taken, net investment loss per
share and the ratios would have been as follows:

NET INVESTMENT LOSS PER
SHARE .................. $(0.210) $(0.240) $(0.110) $(0.300) $(0.600) $(0.980)
======= ======= ======= ======= ======= =======
RATIOS (As a percentage of average daily net assets):
Expenses .............. 3.90% 4.65% 4.42% 5.23% 6.87% 7.90%+
Net investment loss ... (1.67)% (2.06)% (0.96)% (2.40)% (4.80)% (6.08)%+

** For the period from the start of business, October 21, 1987, to September 30, 1988.
+ Computed on an annualized basis.
++ For the eleven months ended August 31, 1995.
(1) Distributions from paid-in capital for the years ended September 30, 1992 and for the years prior thereto have been restated
to conform with the treatment under current financial reporting standards.
(2) Total return is calculated assuming a purchase at the net asset value on the first day and a sale at the net asset value on
the last day of each period. Distributions, if any, are assumed to be reinvested at the net asset value on the reinvestment
date.
(3) Per share data is based on average shares outstanding.
(4) The Fund has followed the Statement of Position (SOP) 93-2: Determination, Disclosure and Financial Statement Presentation of
Income, Capital Gain, and Return of Capital Distribution by Investment Companies. The SOP requires that differences in the
recognition or classification of income between the financial statements and tax earnings and profits that result in
temporary over-distributions for financial statement purposes, are classified as distributions in excess of net investment
income or accumulated net realized gains.
(5) Average commission rate paid is computed by dividing the total dollar amount of commissions paid during the fiscal year by the
total number of shares purchased and sold during the fiscal year for which commissions were charged. For fiscal years
beginning on or after September 1, 1995, a Fund is required to disclose its average commission rate per share for security
trades on which commissions are charged.
(6) The expense ratios for the year ended August 31, 1996 have been adjusted to reflect a change in reporting requirements. The
new reporting guidelines require the Fund to increase its expense ratio by the effect of any expense offset arrangements with
its service providers. The expense ratios for each of the periods ended on or before August 31, 1995 have not been adjusted
to reflect this change.

Note: During each of the fiscal years shown above the Fund invested directly in securities. As of the close of business on March
31, 1997, the Fund transferred its assets to the Portfolio in exchange for an interest in the Portfolio (unaudited).

</TABLE>

<PAGE>

THE FUND'S INVESTMENT OBJECTIVE
- ------------------------------------------------------------------------------

THE FUND'S INVESTMENT OBJECTIVE IS CAPITAL APPRECIATION AND PROTECTION OF THE
PURCHASING POWER OF THE SHAREHOLDER'S CAPITAL. The Fund currently seeks to
meet its investment objective by investing its assets in the Worldwide
Developing Resources Portfolio, a separate open-end management investment
company, which has the same investment objective as the Fund. The Portfolio
will concentrate its assets in natural resource related investments. There can
be no assurance that the Fund will achieve its investment objective.

The Portfolio will be subject to the volatile markets in which natural
resource investments are traded. Numerous worldwide economic, financial and
political factors can affect the Portfolio's holdings. The Fund is intended
for long-term investors who can withstand share price fluctuations.

Except as otherwise indicated in this Prospectus, the investment objective and
policies of the Fund and the Portfolio may be changed by the Trustees of the
Trust or the Portfolio without obtaining the approval of the Fund's
shareholders or the investors in the Portfolio, as the case may be. The
Trustees of the Trust have no present intention to change the Fund's objective
and intend to submit any proposed material change in the investment objective
to shareholders in advance for their approval.

INVESTMENT POLICIES AND RISKS
- ------------------------------------------------------------------------------

The Portfolio seeks to achieve its investment objective through a portfolio of
domestic and foreign natural resource related investments. Under normal
investment conditions, the Portfolio will invest primarily in common stocks,
but it may also hold convertible bonds, convertible preferred stocks,
warrants, preferred stocks and debt securities if the Investment Adviser
believes such investments would help to achieve the Portfolio's investment
objective. The Portfolio may also invest in debt, preferred or convertible
securities, the value of which is related in part to the market value of some
natural resource asset ("asset-related securities"). The Portfolio under
normal circumstances will maintain at least 65% of its total assets in natural
resource related investments or in asset-related securities. In making
investments for the Portfolio, the Investment Adviser will seek to identify
companies or asset-related securities it believes are attractively priced
relative to the intrinsic value of the underlying natural resource assets,
revenues or profits or are especially well positioned to benefit during
particular periods of investment or inflationary cycles. The Portfolio may
also from time to time invest to a limited extent in natural resource-related
direct placement securities and venture capital companies and in gold or
silver bullion, strategic metals, and gold or silver coins.

During temporary defensive periods, such as during abnormal market or economic
conditions, the Portfolio may invest in U.S. Government securities and money
market securities, including repurchase agreements, or hold a portion of its
assets in cash or cash equivalents. The Portfolio may also hold a portion of
its assets in cash or money market instruments, including repurchase
agreements and cash equivalents, for liquidity purposes. In addition, under
certain circumstances, the Portfolio may invest a majority of its assets in
gold-related investments. See below.

NATURAL RESOURCE RELATED INVESTMENTS. These investments include securities
issued by companies engaged in exploring for, developing, processing,
fabricating, producing, distributing, dealing in or owning natural resources,
companies engaged in the creation or development of technologies for the
production or use of natural resources, and companies engaged in the
furnishing of technology, equipment, supplies or services to the natural
resource investment sector. The Investment Adviser currently deems a company
to be in the natural resource investment sector if (a) at least 50% of the
non-current assets, capitalization, gross revenues or operating profit of the
company in the most recent or current fiscal year are involved in or result
from (whether directly or indirectly through affiliates) any of the foregoing
activities or (b) in the Investment Adviser's judgment the company's natural
resource assets, revenues or profit are of such magnitude, when compared with
the total non-current assets, capitalization, gross revenues or operating
profit of the company, that favorable changes in the value of such assets or
level of its natural resource revenues or profit could favorably affect the
market value of the equity securities of the company.

Natural resources include substances, materials and energy derived from
natural sources which have economic value. Examples of natural resources
include precious metals (e.g., gold, silver and platinum), ferrous and non-
ferrous metals (e.g., iron, aluminum and copper), strategic metals (e.g.,
titanium, chromium, vanadium and niobium), energy resources (coal, oil,
natural gas, oil shale and uranium), timberland, undeveloped real property and
agricultural and other commodities.

The Investment Adviser will seek to identify securities of companies in this
investment sector which, in its judgment, are undervalued relative to the
value of their natural resource assets, revenues or profits in light of
current and anticipated economic or financial conditions. The Investment
Adviser believes that the market value of securities of companies that have
different kinds of natural resource assets, revenues or profits may move
relatively independently of one another during different stages of investment
and inflationary cycles. The Investment Adviser's flexible investment approach
enables it to change the Portfolio's investment emphasis to various subsectors
within the large natural resource investment sector depending upon the
Investment Adviser's outlook as to developments and trends which may affect
the value of and prospects for different types of natural resource related
investments. Emphasis on underperforming sectors can result in substantial
losses.

In reviewing natural resource related investments available to the Fund, the
Investment Adviser will consider, among other investments, domestic and
foreign companies which may

o EXPLORE FOR, FINANCE, DEVELOP, PRODUCE OR HOLD PRECIOUS METALS. The
Investment Adviser will give special emphasis in this subsector to
efficiently managed, low cost gold producers which are able to operate
profitably at the current level of gold prices, thereby benefiting from
any future increase in gold prices.

o EXPLORE FOR, FINANCE, DEVELOP OR PRODUCE ENERGY RESOURCES. In this
subsector, the Investment Adviser will stress low cost producers whose
reserves will allow expansion of production and those companies with
established earnings records in both rising and falling energy markets.

o EXPLORE FOR, FINANCE, DEVELOP, PRODUCE OR HOLD STRATEGIC METALS.

o CREATE AND DEVELOP NEW GEOCHEMICAL TECHNOLOGY OR PROPRIETARY METHODS FOR
DETECTING, DEVELOPING, PRODUCING OR PROCESSING MINERAL DEPOSITS AND OTHER
NATURAL RESOURCES.

o OWN, LEASE OR HAVE RIGHTS TO HOLDINGS OF TIMBER AND TIMBERLANDS. This
would include those companies which manufacture or process pulp, paper,
wood products and other specialty products.

o PROVIDE NATURAL RESOURCE TRANSPORTATION, DISTRIBUTION AND PROCESSING
SERVICES, SUCH AS PIPELINES AND REFINING.

DIRECT PLACEMENT SECURITIES, VENTURE CAPITAL INVESTMENTS AND SMALLER
COMPANIES. The Portfolio may make natural resource related investments in
"direct placement securities" issued by a company directly to the Portfolio.
The Portfolio is also empowered to make natural resource related investments
in "venture capital companies" -- companies, the securities of which have no
public market at the time of investment. The Portfolio's direct placement
securities and venture capital investments are considered speculative in
nature and are not readily marketable. The Portfolio's investments will
include securities of smaller, less seasoned companies. Such securities, are
generally subject to greater price fluctuations, limited liquidity, higher
transaction costs and higher investment risk. Smaller companies may have
limited product lines, markets or financial resources, or they may be
dependent on a limited management group. There is generally less publicly
available information about such companies than larger, more established
companies. Because of the absence of any public trading market for some of
these investments (such as those that are legally restricted) it, may take
longer to liquidate these positions at fair value than would be the case for
publicly traded securities.

The Portfolio may invest up to 15% of its net assets in illiquid securities.
Illiquid securities include securities legally restricted as to resale such as
commercial paper issued pursuant to Section 4(2) of the Securities Act of 1933
and securities eligible for resale pursuant to Rule 144A thereunder. Section 4
(2) and Rule 144A securities may, however, be treated as liquid by the
Investment Adviser pursuant to procedures adopted by the Trustees of the
Portfolio, which require consideration of factors such as trading activity,
availability of market quotations and number of dealers willing to purchase
the security. Such securities may increase the level of Portfolio illiquidity
to the extent qualified institutional buyers become uninterested in purchasing
such securities.

METALS INVESTMENTS. The Portfolio may invest up to 10% of its portfolio in
gold or silver bullion, strategic metals, and gold or silver coins ("Metals
Investments"). The Portfolio will invest only in metals that are readily
marketable, and in coins only if there is an active quoted market for the
coins in question. Coins will not be purchased for their numismatic value.
Prices of precious metals may fluctuate sharply over short periods due to
various events, such as changes in actual or anticipated inflation, currency
fluctuations, metal sales by governments, central banks or international
agencies, investment speculation, changes in demand, or governmental
restrictions on private ownership.

GOLD-RELATED INVESTMENTS. Based on historic experience, during periods of
economic or political instability the securities of gold-related companies may
be subject to wide price fluctuations, reflecting the high volatility of gold
prices during such periods. In addition, the instability of gold prices may
result in volatile earnings of gold-related companies which, in turn, may
affect adversely the financial condition of such companies. Gold mining
companies also are subject to the risks generally associated with mining
operations. The major producers of gold include the Republic of South Africa,
the United States, Russia, Australia, China and Canada. Sales of gold by
Russia are largely unpredictable and often relate to political and economic
considerations rather than to market forces. Economic, social and political
developments within South Africa, including civil unrest, may affect
significantly South African gold production.

WHEN THE INVESTMENT ADVISER ANTICIPATES SIGNIFICANT ECONOMIC OR POLITICAL
INSTABILITY, SUCH AS HIGH INFLATION OR TURMOIL IN THE FOREIGN CURRENCY
EXCHANGE MARKETS, THE PORTFOLIO, IN SEEKING TO PROTECT THE PURCHASING POWER OF
SHAREHOLDERS' CAPITAL, MAY INVEST A MAJORITY OF ITS ASSETS IN COMPANIES THAT
EXPLORE FOR, EXTRACT, PROCESS OR DEAL IN GOLD OR IN ASSET-RELATED SECURITIES
INDEXED TO THE VALUE OF SOME NATURAL RESOURCE SUCH AS GOLD BULLION. Such a
change in investment strategy could require the Portfolio to liquidate
portfolio assets and incur transaction costs. There can be no assurance that
any such change in investment strategy will be successful.

CONCENTRATION. The Portfolio has adopted a fundamental policy which requires
it during normal market conditions to concentrate at least 25% of its total
assets in the natural resource group of industries. Therefore, the Portfolio
could be adversely affected by a single economic, political or regulatory
occurrence or other development affecting this investment sector. As the
Portfolio's concentration increases, so does the potential for fluctuation in
the value of the Fund's shares. The value of the Fund's shares may fluctuate
more widely than the value of shares of a mutual fund which invests in a
broader range of industries. The Fund should, therefore, not be considered a
balanced or complete investment program.

NON-DIVERSIFICATION. The Portfolio is a "non-diversified" investment company,
and so may invest its assets in a more limited number of issuers than if it
were a diversified investment company. Under applicable tax requirements, the
Portfolio may not invest more than 25% of its assets in obligations of any one
issuer (other than U.S. Government obligations) and, with respect to 50% of
its total assets, the Portfolio may not invest more than 5% of its total
assets in the securities of any one issuer (except U.S. Government
securities). Thus, the Portfolio may invest up to 25% of its total assets in
the securities of each of any two issuers. This practice involves an increased
risk of loss to the Portfolio. To mitigate this risk, the Portfolio has
adopted an investment policy that it will not purchase more than 10% of the
total outstanding voting securities of an issuer, except when significant
economic, political or financial instability is anticipated.

BORROWING AND LEVERAGE. The Portfolio may borrow money to invest in additional
portfolio securities. This practice, known as "leverage," increases the
Portfolio's market exposure and its risk. The interest the Portfolio must pay
on borrowed money will reduce the amount of any potential gains or increase
any losses. The extent to which the Portfolio will borrow money, and the
amount it may borrow, depend on market conditions and interest rates.
Successful use of leverage depends on the Investment Adviser's ability to
predict market movements correctly. The Portfolio may at times borrow money
by means of reverse repurchase agreements. Reverse repurchase agreements
generally involve the sale by the Portfolio of securities held by it and an
agreement to repurchase the securities at an agreed-upon price, date, and
interest payment. Reverse repurchase agreements will increase the Portfolio's
overall investment exposure and may result in losses. The amount of money
borrowed by the Portfolio for leverage may generally not exceed one-third of
the Portfolio's assets (including the amount borrowed).

FOREIGN INVESTMENTS. Under normal market conditions, the Portfolio will hold
securities of issuers in at least three countries. Investing in securities
issued by foreign companies (including depository receipts) involves
considerations and possible risks not typically associated with investing in
securities issued by domestic corporations. The values of foreign investments
are affected by changes in currency rates or exchange control regulations,
application of foreign tax laws (including withholding tax), changes in
governmental administration or economic or monetary policy (in this country or
abroad), or changed circumstances in dealings between nations. Foreign
currency exchange rates may fluctuate significantly over short periods of time
causing the Portfolio's net asset value to fluctuate as well. Costs are
incurred in connection with conversions between various currencies. In
addition, foreign brokerage commissions, custody fees and other costs of
investing are generally higher than in the United States, and foreign
securities markets may be less liquid, more volatile and less subject to
governmental supervision than in the United States. Investments in foreign
issuers could be adversely affected by other factors not present in the United
States, including expropriation, confiscatory taxation, lack of uniform
accounting and auditing standards, delays in settlements of transactions, less
publicly-available financial and other information, armed conflict and
potential difficulties in enforcing contractual obligations. In addition to
investing in foreign companies of countries which represent established and
developed economies, the Portfolio may also invest in the emerging economies
of lesser developed countries, including those in Africa, the Far East, Latin
America and Eastern Europe. Consistent with its investment objective, the
Portfolio is not limited in the percentage of assets it may invest in such
securities. The relative risk and cost of investing in the securities of
companies in such emerging economies may be higher than an investment in
securities of companies in more developed countries. As of March , 1997
(prior to the Fund's investment in the Portfolio), more than % of the Fund's
assets were comprised of foreign securities.

DERIVATIVE INSTRUMENTS. From time to time, 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 or commodity prices, interest rates or
currency exchange rates, or as a substitute for the purchase or sale of
securities, commodities or currency. The Portfolio's transactions in
derivative instruments may include the purchase or sale of futures contracts
on securities or commodities, securities indices, other indices, other
financial instruments or currencies; options on futures contracts; exchange-
traded and over-the-counter options on securities, indices or currency; 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 interest rates,
securities prices, the other financial instruments' prices or currency
exchange rates; the inability to close out a position; or default by the
counterparty; imperfect correlation between a position and the desired hedge;
tax constraints on closing out positions; and portfolio management constraints
on securities subject to such transactions. The loss on derivative instruments
(other than purchased options) may substantially 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 Investment Adviser's use of derivative instruments will be
advantageous to the Portfolio.

To the extent that the Portfolio enters into futures contracts, options on
futures contracts and options on foreign currencies traded on an exchange
regulated by the Commodity Futures Trading Commission ("CFTC"), in each case
that are not for bona fide hedging purposes (as defined by the CFTC), the
aggregate initial margin and premiums required to establish these positions
(excluding the amount by which options are "in-the-money") may not exceed 5%
of the market value of the Portfolio's investments, 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 Investment Adviser determines that there is an established historical
pattern or correlation between the two currencies (or the basket of currencies
and the underlying currency). Use of a different foreign currency magnifies
the Fund'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.

CERTAIN INVESTMENT RESTRICTIONS AND POLICIES. The Fund and the Portfolio have
adopted certain fundamental investment restrictions and policies, in addition
to the concentration policy set forth above, 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. Except
for such restrictions and policies, 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 Fund's shareholders or the investors in the Portfolio, as the
case may be. 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.

ORGANIZATION OF THE FUND AND THE PORTFOLIO
- ------------------------------------------------------------------------------

THE FUND IS A SERIES OF EATON VANCE GROWTH TRUST, A BUSINESS TRUST ESTABLISHED
UNDER MASSACHUSETTS LAW PURSUANT TO A DECLARATION OF TRUST DATED MAY 25, 1989,
AS AMENDED. THE 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 the affairs of the Fund. The Trust may issue an unlimited
number of shares of beneficial interest (no par value per share) in one or
more series (such as the Fund). 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". There are no annual meetings of shareholders, but
special meetings may be held as required by law to elect Trustees and consider
other matters. 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.

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, affords the potential for economies of scale for the Fund (at least
when the assets of the Portfolio exceed $500 million) and may over time result
in lower expenses for the Fund.

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.
Information regarding other pooled investment entities or funds which invest
in the Portfolio may be obtained by contacting the Principal Underwriter, 24
Federal Street, Boston, MA 02110 (617) 482-8260.

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

The 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. 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.

MANAGEMENT OF THE FUND AND THE PORTFOLIO
- ------------------------------------------------------------------------------

THE PORTFOLIO ENGAGES BOSTON MANAGEMENT AND RESEARCH ("BMR"), A WHOLLY-OWNED
SUBSIDIARY OF EATON VANCE MANAGEMENT ("EATON VANCE"), AS ITS INVESTMENT
ADVISER. EATON VANCE, ITS AFFILIATES AND ITS PREDECESSOR COMPANIES HAVE BEEN
MANAGING ASSETS OF INDIVIDUALS AND INSTITUTIONS SINCE 1924 AND MANAGING
INVESTMENT COMPANIES SINCE 1931.

Acting under the general supervision of the Board of Trustees of the
Portfolio, BMR manages the Portfolio's investments and affairs. BMR 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. Under its investment advisory agreement with the Portfolio, BMR
will receive a monthly advisory fee of .0625% (equivalent to .75 of 1%
annually) of the average daily net assets of the Portfolio up to $500 million;
the fee will be reduced at various asset levels over $500 million. Prior to
March 31, 1997 (when the Fund transferred its assets to the Portfolio in
exchange for an interest in the Portfolio), the Fund retained Eaton Vance as
its investment adviser. For the fiscal year ended August 31, 1996, the Fund
paid Eaton Vance advisory fees equivalent to .75% of the Fund's average daily
net assets for such year.

BMR OR EATON VANCE ACTS AS INVESTMENT ADVISER TO INVESTMENT COMPANIES AND
VARIOUS INDIVIDUAL AND INSTITUTIONAL CLIENTS WITH ASSETS UNDER MANAGEMENT OF
OVER $16 BILLION. Eaton Vance is a wholly-owned subsidiary of Eaton Vance
Corp., a publicly-held holding company which through its subsidiaries and
affiliates engages primarily in investment management, administration and
marketing activities. The Principal Underwriter is a wholly-owned subsidiary
of Eaton Vance.

William D. Burt and Barclay Tittmann are the co-portfolio managers of the
Portfolio since inception. Mr. Burt joined Eaton Vance and BMR as a Vice
President in November, 1994. Prior to joining Eaton Vance, he was a Vice
President of The Boston Company (1990-1994) and a Vice President of Baring
America Asset Management (1979-1990). Mr. Tittmann joined Eaton Vance and BMR
as a Vice President in October, 1993. He was a Vice President, portfolio
manager and analyst with Invesco Management and Research (formerly Gardner and
Preston Moss) from 1970-1993.

BMR places the portfolio transactions of the Portfolio for execution 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, BMR may
consider sales of shares of the Fund or of other investment companies
sponsored by BMR or Eaton Vance as a factor in the selection of broker-dealer
firms to execute portfolio transactions. The Fund, the Portfolio and BMR have
adopted Codes of Ethics relating to personal securities transactions. The
Codes permit Eaton Vance personnel to invest in securities (including
securities that may be purchased or held by the Portfolio) for their own
accounts, subject to certain pre-clearance, reporting and other restrictions
and procedures contained in such Codes.

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 BMR
under the investment advisory agreement, by Eaton Vance under the
administrative services agreement, or by the Principal Underwriter under the
distribution agreement. Such costs and expenses to be borne by 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 BMR or Eaton Vance;
and investment advisory fees, and, if any, administrative services fees. The
Fund and the Portfolio, as the case may be, will also each bear expenses
incurred in connection with any 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, to the extent not
covered by insurance.

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

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

Because of the NASD Rule limitation on the amount of sales commissions and
distribution fees paid during any fiscal year, a high level of sales of Fund
shares during the initial years of the Fund's operations would cause a large
portion of the sales 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.
During the fiscal year ended August 31, 1996, the Fund paid sales commissions
under the Plan equivalent to .75% of the Fund's average daily net assets. As
at August 31, 1996, the outstanding Uncovered Distribution Charges of the
Principal Underwriter on such day calculated under the Plan amounted to
approximately $449,702 (which amount was equivalent to 2.2% of the Fund's net
assets on such day).

THE PLAN ALSO AUTHORIZES THE FUND TO MAKE PAYMENTS OF SERVICE FEES TO THE
PRINCIPAL UNDERWRITER, AUTHORIZED FIRMS AND OTHER PERSONS IN AMOUNTS NOT
EXCEEDING .25% OF THE FUND'S AVERAGE DAILY NET ASSETS FOR EACH FISCAL YEAR.
The Trustees of the Trust have initially implemented this provision of the
Plan by authorizing the Fund to make quarterly payments of service fees to the
Principal Underwriter and Authorized Firms in amounts not expected to exceed
.25% 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. For the fiscal year ended
August 31, 1996, the Fund paid or accrued service fees equivalent to .17% of
the Fund's average daily net assets for such year.

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

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

VALUING FUND SHARES
- ------------------------------------------------------------------------------

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

Authorized Firms must communicate an investor's order to the Principal
Underwriter prior to the close of the Principal Underwriter's business day to
receive that day's net asset value per Fund share. It is the Authorized Firms'
responsibility to transmit orders promptly to the Principal Underwriter.

The Portfolio's net asset value is also determined as of the close of regular
trading on the Exchange by IBT Fund Services (Canada) Inc. (as agent for the
Portfolio) in the manner authorized by the Trustees of the Portfolio. Net
asset value is computed by subtracting the liabilities of the Portfolio from
the value of its total assets. For further information regarding the valuation
of the Portfolio's assets, see "Determination of Net Asset Value" in the
Statement of Additional Information.

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

HOW TO BUY FUND SHARES
- ------------------------------------------------------------------------------

SHARES OF THE FUND MAY BE PURCHASED FOR CASH OR MAY BE ACQUIRED IN EXCHANGE
FOR SECURITIES. Investors may purchase shares of the Fund through Authorized
Firms at the net asset value per share of the Fund next determined after an
order is effective. An Authorized Firm may charge its customers a fee in
connection with transactions executed by that Firm. The Fund may suspend the
offering of shares at any time and may refuse an order for the purchase of
shares.

An initial investment in the Fund must be at least $1,000. Once an account has
been established the investor may send investments of $50 or more at any time
directly to the Fund's transfer agent (the "Transfer Agent") as follows: First
Data Investor Services Group, P.O. Box 5123, Westborough, MA 01581-5123. 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 Administrator, 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 Worldwide Developing Resources Fund

IN THE CASE OF PHYSICAL DELIVERY:

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

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

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

HOW TO REDEEM FUND SHARES
- ------------------------------------------------------------------------------

A SHAREHOLDER MAY REDEEM FUND SHARES IN ONE OF THREE WAYS -- BY MAIL, BY
TELEPHONE OR THROUGH AN AUTHORIZED FIRM. The redemption price will be based on
the net asset value per Fund share next computed after a redemption request is
received in the proper form as described below.

REDEMPTION BY MAIL: Shares may be redeemed by delivering to the Transfer
Agent, First Data Investor Services Group, P.O. Box 5123, Westborough, MA
01581-5123, during its business hours a written request for redemption in good
order, plus any share certificates with executed stock powers. 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 (the
"Commission") and acceptable to the Transfer Agent. 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.

REDEMPTION BY TELEPHONE: Shares may be redeemed by telephone provided the
investor has not disclaimed in writing the use of the privilege. Such
redemptions can be effected by calling the Transfer Agent at 800-262-1122,
Monday through Friday, 9:00 a.m. to 4:00 p.m. (Eastern Standard Time). The
proceeds of a telephone redemption may be no greater than the maximum amount
established by the Principal Underwriter (currently $50,000) and may be mailed
only to the account address of record. Shares held by corporations, trusts or
certain other entities, or subject to fiduciary arrangements, may not be
redeemed by telephone. Neither the Fund, the Principal Underwriter nor the
Transfer Agent will be responsible for the authenticity of redemption
instructions received by telephone, provided that reasonable procedures to
confirm that instructions communicated by telephone are genuine have been
followed. Telephone instructions will be tape recorded. In times of drastic
economic or market changes, a telephone redemption may be difficult to
implement.

REDEMPTION THROUGH AN AUTHORIZED FIRM: 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 the
Principal Underwriter, as the Fund's agent, receives the order. It is the
Authorized Firm's responsibility to transmit promptly repurchase orders to the
Principal Underwriter. Throughout this Prospectus, the word "redemption" is
generally meant to include a repurchase.

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

If shares were recently purchased, the proceeds of redemption 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 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. 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
("CDSC"). This CDSC 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 the 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 CDSC. That is,
each redemption will be assumed to have been made first from the exempt
amounts referred to in clauses (a), (b) and (c) above, and second through
liquidation of those shares in the account referred to in clause (c) on a
first-in-first-out basis. As described under "Distribution Plan", the CDSC
will be paid to the Principal Underwriter or the Fund. Any CDSC which is
required to be imposed on share redemptions will be made in accordance with
the following schedule:

YEAR OF
REDEMPTION
AFTER PURCHASE CDSC
----------------------------------------------------------------------------
First or Second ............................................... 5%
Third ......................................................... 4%
Fourth ........................................................ 3%
Fifth ......................................................... 2%
Sixth ......................................................... 1%
Seventh and following ......................................... 0%

In calculating the CDSC upon the redemption of Fund shares acquired in an
exchange of shares of a fund currently listed under "The Eaton Vance Exchange
Privilege", the CDSC 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 CDSC will be imposed on shares of the Fund which have been sold to Eaton
Vance or its affiliates, or to their respective employees or clients. The CDSC
will also 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). In addition, shares acquired as a result of a merger or liquidation
of another Eaton Vance sponsored fund will have a CDSC imposed at the same
rate as would have been imposed in the prior fund.

THE FOLLOWING EXAMPLE ILLUSTRATES THE OPERATION OF THE CDSC. 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 DISTRIBUTIONS TO $12,000. THE INVESTOR THEN MAY REDEEM
UP TO $2,000 OF SHARES WITHOUT INCURRING A CDSC. 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 LIFETIME INVESTING ACCOUNT/DISTRIBUTION OPTIONS
- ------------------------------------------------------------------------------

AFTER AN INVESTOR MAKES AN INITIAL PURCHASE OF FUND SHARES, THE TRANSFER AGENT
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 share 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 IN
SHARES BY SENDING A CHECK FOR $50 OR MORE TO the Transfer Agent.

Any questions concerning a shareholder's account or services available may be
directed by telephone to EATON VANCE SHAREHOLDER SERVICES at 800-225-6265,
extension 2, or in writing to the Transfer Agent, First Data Investor Services
Group, P.O. Box 5123, Westborough, MA 01581-5123 (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, P.O. Box
5123, Westborough, MA 01581-5123. 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 in shares at the then current net asset
value. Furthermore, the distribution option on the account will be
automatically changed to the Share Option until such time as the shareholder
selects a different option.

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

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

THE EATON VANCE EXCHANGE PRIVILEGE
- ------------------------------------------------------------------------------

Shares of the Fund currently may be exchanged for shares of one or more other
funds in the Eaton Vance Marathon Group of Funds (including Class I shares of
any EV Marathon Limited Maturity Fund) or Eaton Vance Money Market Fund, which
are subject to a CDSC. Shares of the Fund may also be exchanged for shares of
Eaton Vance Prime Rate Reserves, which are subject to an early withdrawal
charge, and shares of a money market fund sponsored by an Authorized Firm and
approved by the Principal Underwriter (an "Authorized Firm fund"). Any
exchange will be made on the basis of the net asset value per share of each
fund at the time of the exchange. Exchange offers are available only in states
where shares of such fund being acquired may be legally sold.

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

The Transfer Agent makes exchanges at the next determined net asset value
after receiving an exchange request in good order (see "How to Redeem Fund
Shares"). Consult the Transfer Agent for additional information concerning the
exchange privilege. Applications and prospectuses of the 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 CDSC is imposed on exchanges. For purposes of calculating the CDSC upon
redemption of shares acquired in an exchange, the CDSC 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, except that time during which
shares are held in an Authorized Firm fund will not be credited toward
completion of the CDSC period. For the CDSC schedule applicable to the Eaton
Vance Marathon Group of Funds (except EV Marathon Strategic Income Fund, Eaton
Vance Prime Rate Reserves and Class I shares of any EV Marathon Limited
Maturity Fund), see "How to Redeem Fund Shares". The CDSC schedule applicable
to EV Marathon Strategic Income Fund, Eaton Vance Prime Rate Reserves and
Class I shares of any EV Marathon Limited Maturity Fund is 3%, 2.5%, 2% or 1%
in the event of a redemption occurring in the first, second, third or fourth
year, respectively, after the original share purchase.

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

EATON VANCE SHAREHOLDER SERVICES
- ------------------------------------------------------------------------------

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

INVEST-BY-MAIL -- FOR PERIODIC SHARE ACCUMULATION: Once the $1,000 minimum
investment has been made, checks of $50 or more payable to the order of EV
Marathon Worldwide Developing Resources Fund may be mailed directly to the
Transfer Agent, First Data Investor Services Group, P.O. Box 5123,
Westborough, MA 01581-5123 at any time -- whether or not distributions are
reinvested. The name of the shareholder, the Fund and the account number
should accompany each investment.

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

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

REINVESTMENT PRIVILEGE: A shareholder who has redeemed shares may reinvest,
with credit for any CDSCs paid on the redeemed shares, any portion or all of
the 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
redemption, and the privilege has not been used more than once in the prior 12
months. Shares are sold to a reinvesting shareholder at the next determined
net asset value following timely receipt of a written purchase order by the
Principal Underwriter or by the Fund (or by the Fund's Transfer Agent). To the
extent that any shares of the Fund are sold at a loss and the proceeds are
reinvested in shares of the Fund (or other shares of the Fund are acquired)
within the period beginning 30 days before and ending 30 days after the date
of 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.

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 (normally in
December) of all or substantially all of the net capital gains (if any)
allocated to the Fund by the Portfolio (reduced by any available capital loss
carryforwards from prior years). Shareholders may reinvest all distributions
in shares of the Fund at net asset value per share as of the close of business
on the record date.

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. A portion of distributions from the Fund's net investment income may
qualify for the dividends-received deduction for corporate shareholders.

Capital gains referred to in clause (B) above, if any, realized by the
Portfolio and allocated to the Fund on sales of investments and on options,
futures and certain forward foreign currency exchange transactions during the
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 net 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 and regardless of the length of time Fund shares have been
owned by the shareholder.

If shares are purchased shortly before the record date of a distribution, the
shareholder will pay the full price for the shares and then receive some
portion of the price back as a taxable distribution. The amount, timing and
character of the Fund's distributions to shareholders may be affected by
special tax rules governing the Portfolio's activities in options, futures and
forward foreign currency exchange transactions. Certain distributions declared
by the Fund in October, November or December and paid the following January
will be taxable to shareholders as if received on December 31 of the year in
which they are declared.

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

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

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

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

Shareholders should consult with their tax advisers concerning the
applicability of state, local or other taxes to an investment in the Fund.

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

FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS YIELD AND/OR AVERAGE ANNUAL
TOTAL RETURN. The Fund's current yield is calculated by dividing the net
investment income per share earned during a recent 30-day period by the
maximum offering price per share (net asset value) of the Fund on the last day
of the period and annualizing the resulting figure. The Fund's average annual
total return is determined by computing the average annual percentage change
in value of $1,000 invested at the maximum public offering price (net asset
value) for specified periods, assuming reinvestment of all distributions. The
average annual total return calculation assumes a complete redemption of the
investment and the deduction of any applicable CDSC at the end of the period.
The Fund may publish annual and cumulative total return figures from time to
time.

The Fund may also publish total return figures which do not take into account
any CDSC which may be imposed upon redemptions at the end of the specified
period. Any performance figure which does not take into account the CDSC 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 yield or total return for any
prior period should not be considered a representation of what an investment
may earn or what the Fund's yield or total return may be in any future period.

The following chart reflects the annual investment returns of the Fund for one
year periods ending September 30 and does not take into account any sales
charge which investors may bear:

5 Year Average Annual Total Return -- 17.13%
Life of Fund Average Annual Total Return -- 13.52%

1988(1)*............ 15.39%
1989* .............. 22.96%
1990* .............. 0.01%
1991* .............. (4.36)%
1992* .............. 9.44%
1993* .............. 11.73%
1994 ............... 20.47%
1995 ............... 7.66%
1996 ............... 45.67%

(1) From the start of business, October 21, 1987, to September 30, 1988.
* If a portion of the Fund's expenses had not been allocated to Eaton Vance,
the Fund would have had lower returns.

<PAGE>

[Logo]
EATON VANCE
================
Mutual Funds

EV Marathon Worldwide

Developing Resources Fund

Prospectus

April 1, 1997

EV Marathon Worldwide
Developing Resources Fund
24 Federal Street
Boston, MA 02110

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

INVESTMENT ADVISER OF WORLDWIDE DEVELOPING RESOURCES PORTFOLIO
Boston Management and Research, 24 Federal Street, Boston, MA 02110

ADMINISTRATOR OF EV MARATHON WORLDWIDE DEVELOPING RESOURCES FUND
Eaton Vance Management, 24 Federal Street, Boston, MA 02110

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, P.O. Box 5123,
Westborough, MA 01581-5123 (800) 262-1122

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

NRP

<PAGE>

PART A
INFORMATION REQUIRED IN A PROSPECTUS

EV TRADITIONAL
WORLDWIDE DEVELOPING RESOURCES FUND
- --------------------------------------------------------------------------------

EV TRADITIONAL WORLDWIDE DEVELOPING RESOURCES FUND (THE "FUND") IS A MUTUAL FUND
SEEKING CAPITAL APPRECIATION AND PROTECTION OF PURCHASING POWER THROUGH NATURAL
RESOURCE RELATED INVESTMENTS. THE FUND INVESTS ITS ASSETS IN WORLDWIDE
DEVELOPING RESOURCES PORTFOLIO (THE "PORTFOLIO"), A NON-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. THE FUND
IS A SERIES OF EATON VANCE GROWTH TRUST (THE "TRUST").

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

This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference. A Statement
of Additional Information dated April 1, 1997 for the Fund, as supplemented from
time to time, has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. This 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 Portfolio's investment adviser is Boston
Management and Research (the "Investment Adviser"), a wholly-owned subsidiary of
Eaton Vance Management, and Eaton Vance Management is the administrator (the
"Administrator") of the Fund. The offices of the Investment Adviser and the
Administrator are located at 24 Federal Street, Boston, MA 02110.

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

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
PAGE PAGE
<S> <C> <C> <C>
Shareholder and Fund Expenses ................ 2 How to Buy Fund Shares ............................. 9
The Fund's Investment Objective .............. 3 How to Redeem Fund Shares .......................... 12
Investment Policies and Risks ................ 3 Reports to Shareholders ............................ 13
Organization of the Fund and the Portfolio ... 6 The Lifetime Investing Account/Distribution Options 13
Management of the Fund and the Portfolio ..... 8 The Eaton Vance Exchange Privilege ................. 14
Service Plan ................................ 8 Eaton Vance Shareholder Services ................... 15
Valuing Fund Shares ......................... 9 Distributions and Taxes ............................ 16
Performance Information ............................ 17
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
PROSPECTUS DATED APRIL 1, 1997
<PAGE>
SHAREHOLDER AND FUND EXPENSES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
-------------------------------------------------------------------------------------------------------
<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)
-------------------------------------------------------------------------------------------------------
<S> <C>
Investment Adviser Fee 0.75%
Other Expenses (including Service Plan Fees) 0.82%
----
Total Operating Expenses 1.57%
====
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS
------- ------ -------
<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: $63 $95
</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. Other expenses
are estimated for the current fiscal year because the Fund has only recently
organized.

No sales charge is payable at the time of purchase on investments of $1 million
or more. However, a contingent deferred sales charge of 1% will be imposed on
such investments in the event of certain redemptions within 12 months of
purchase. See "How to Buy Fund Shares" and "How to Redeem Fund Shares."

For shares sold by Authorized Firms and remaining outstanding for at least one
year, the Fund will pay service fees not exceeding .25% per annum of its
average daily net assets. The Fund expects to begin making service fee
payments during the quarter ending September 30, 1998. After such date, Other
Expenses will be higher. See "Service Plan."

The Fund invests exclusively in the Portfolio. Other investment companies with
different distribution arrangements and fees are investing in the Portfolio and
others may do so in the future. See "Organization of the Fund and the
Portfolio."
<PAGE>
THE FUND'S INVESTMENT OBJECTIVE
- --------------------------------------------------------------------------------

THE FUND'S INVESTMENT OBJECTIVE IS CAPITAL APPRECIATION AND PROTECTION OF THE
PURCHASING POWER OF THE SHAREHOLDER'S CAPITAL. The Fund currently seeks to meet
its investment objective by investing its assets in the Worldwide Developing
Resources Portfolio, a separate open-end management investment company, which
has the same investment objective as the Fund. The Portfolio will concentrate
its assets in natural resource related investments. There can be no assurance
that the Fund will achieve its investment objective.

The Portfolio will be subject to the volatile markets in which natural resource
investments are traded. Numerous worldwide economic, financial and political
factors can affect the Portfolio's holdings. The Fund is intended for long-term
investors who can withstand share price fluctuations.

Except as otherwise indicated in this Prospectus, the investment objective and
policies of the Fund and the Portfolio may be changed by the Trustees of the
Trust or the Portfolio without obtaining the approval of the Fund's shareholders
or the investors in the Portfolio, as the case may be. The Trustees of the Trust
have no present intention to change the Fund's objective and intend to submit
any proposed material change in the investment objective to shareholders in
advance for their approval.

INVESTMENT POLICIES AND RISKS
- --------------------------------------------------------------------------------

The Portfolio seeks to achieve its investment objective through a portfolio of
domestic and foreign natural resource related investments. Under normal
investment conditions, the Portfolio will invest primarily in common stocks, but
it may also hold convertible bonds, convertible preferred stocks, warrants,
preferred stocks and debt securities if the Investment Adviser believes such
investments would help to achieve the Portfolio's investment objective. The
Portfolio may also invest in debt, preferred or convertible securities, the
value of which is related in part to the market value of some natural resource
asset ("asset-related securities"). The Portfolio under normal circumstances
will maintain at least 65% of its total assets in natural resource related
investments or in asset-related securities. In making investments for the
Portfolio, the Investment Adviser will seek to identify companies or
asset-related securities it believes are attractively priced relative to the
intrinsic value of the underlying natural resource assets, revenues or profits
or are especially well positioned to benefit during particular periods of
investment or inflationary cycles. The Portfolio may also from time to time
invest to a limited extent in natural resource-related direct placement
securities and venture capital companies and in gold or silver bullion,
strategic metals, and gold or silver coins.

During temporary defensive periods, such as during abnormal market or economic
conditions, the Portfolio may invest in U.S. Government securities and money
market securities, including repurchase agreements, or hold a portion of its
assets in cash or cash equivalents. The Portfolio may also hold a portion of its
assets in cash or money market instruments, including repurchase agreements and
cash equivalents, for liquidity purposes. In addition, under certain
circumstances, the Portfolio may invest a majority of its assets in gold-related
investments. See below.

NATURAL RESOURCE RELATED INVESTMENTS. These investments include securities
issued by companies engaged in exploring for, developing, processing,
fabricating, producing, distributing, dealing in or owning natural resources,
companies engaged in the creation or development of technologies for the
production or use of natural resources, and companies engaged in the furnishing
of technology, equipment, supplies or services to the natural resource
investment sector. The Investment Adviser currently deems a company to be in the
natural resource investment sector if (a) at least 50% of the non-current
assets, capitalization, gross revenues or operating profit of the company in the
most recent or current fiscal year are involved in or result from (whether
directly or indirectly through affiliates) any of the foregoing activities or
(b) in the Investment Adviser's judgment the company's natural resource assets,
revenues or profit are of such magnitude, when compared with the total
non-current assets, capitalization, gross revenues or operating profit of the
company, that favorable changes in the value of such assets or level of its
natural resource revenues or profit could favorably affect the market value of
the equity securities of the company.

Natural resources include substances, materials and energy derived from natural
sources which have economic value. Examples of natural resources include
precious metals (e.g., gold, silver and platinum), ferrous and nonferrous metals
(e.g., iron, aluminum and copper), strategic metals (e.g., titanium, chromium,
vanadium and niobium), energy resources (coal, oil, natural gas, oil shale and
uranium), timberland, undeveloped real property and agricultural and other
commodities.

The Investment Adviser will seek to identify securities of companies in this
investment sector which, in its judgment, are undervalued relative to the value
of their natural resource assets, revenues or profits in light of current and
anticipated economic or financial conditions. The Investment Adviser believes
that the market value of securities of companies that have different kinds of
natural resource assets, revenues or profits may move relatively independently
of one another during different stages of investment and inflationary cycles.
The Investment Adviser's flexible investment approach enables it to change the
Portfolio's investment emphasis to various subsectors within the large natural
resource investment sector depending upon the Investment Adviser's outlook as to
developments and trends which may affect the value of and prospects for
different types of natural resource related investments. Emphasis on
underperforming sectors can result in substantial losses.

In reviewing natural resource related investments available to the Fund, the
Investment Adviser will consider, among other investments, domestic and foreign
companies which may

* EXPLORE FOR, FINANCE, DEVELOP, PRODUCE OR HOLD PRECIOUS METALS. The
Investment Adviser will give special emphasis in this subsector to
efficiently managed, low cost gold producers which are able to operate
profitably at the current level of gold prices, thereby benefiting from
any future increase in gold prices.

* EXPLORE FOR, FINANCE, DEVELOP OR PRODUCE ENERGY RESOURCES. In this
subsector, the Investment Adviser will stress low cost producers whose
reserves will allow expansion of production and those companies with
established earnings records in both rising and falling energy markets.

* EXPLORE FOR, FINANCE, DEVELOP, PRODUCE OR HOLD STRATEGIC METALS.

* CREATE AND DEVELOP NEW GEOCHEMICAL TECHNOLOGY OR PROPRIETARY METHODS FOR
DETECTING, DEVELOPING, PRODUCING OR PROCESSING MINERAL DEPOSITS AND OTHER
NATURAL RESOURCES.

* OWN, LEASE OR HAVE RIGHTS TO HOLDINGS OF TIMBER AND TIMBERLANDS. This
would include those companies which manufacture or process pulp, paper,
wood products and other specialty products.

* PROVIDE NATURAL RESOURCE TRANSPORTATION, DISTRIBUTION AND PROCESSING
SERVICES, SUCH AS PIPELINES AND REFINING.

DIRECT PLACEMENT SECURITIES, VENTURE CAPITAL INVESTMENTS AND SMALLER COMPANIES.
The Portfolio may make natural resource related investments in "direct placement
securities" issued by a company directly to the Portfolio. The Portfolio is also
empowered to make natural resource related investments in "venture capital
companies" -- companies, the securities of which have no public market at the
time of investment. The Portfolio's direct placement securities and venture
capital investments are considered speculative in nature and are not readily
marketable. The Portfolio's investments will include securities of smaller, less
seasoned companies. Such securities, are generally subject to greater price
fluctuations, limited liquidity, higher transaction costs and higher investment
risk. Smaller companies may have limited product lines, markets or financial
resources, or they may be dependent on a limited management group. There is
generally less publicly available information about such companies than larger,
more established companies. Because of the absence of any public trading market
for some of these investments (such as those that are legally restricted) it,
may take longer to liquidate these positions at fair value than would be the
case for publicly traded securities.

The Portfolio may invest up to 15% of its net assets in illiquid securities.
Illiquid securities include securities legally restricted as to resale such as
commercial paper issued pursuant to Section 4(2) of the Securities Act of 1933
and securities eligible for resale pursuant to Rule 144A thereunder. Section 4
(2) and Rule 144A securities may, however, be treated as liquid by the
Investment Adviser pursuant to procedures adopted by the Trustees of the
Portfolio, which require consideration of factors such as trading activity,
availability of market quotations and number of dealers willing to purchase the
security. Such securities may increase the level of Portfolio illiquidity to the
extent qualified institutional buyers become uninterested in purchasing such
securities.

METALS INVESTMENTS. The Portfolio may invest up to 10% of its portfolio in gold
or silver bullion, strategic metals, and gold or silver coins ("Metals
Investments"). The Portfolio will invest only in metals that are readily
marketable, and in coins only if there is an active quoted market for the coins
in question. Coins will not be purchased for their numismatic value. Prices of
precious metals may fluctuate sharply over short periods due to various events,
such as changes in actual or anticipated inflation, currency fluctuations, metal
sales by governments, central banks or international agencies, investment
speculation, changes in demand, or governmental restrictions on private
ownership.

GOLD-RELATED INVESTMENTS. Based on historic experience, during periods of
economic or political instability the securities of gold-related companies may
be subject to wide price fluctuations, reflecting the high volatility of gold
prices during such periods. In addition, the instability of gold prices may
result in volatile earnings of gold-related companies which, in turn, may affect
adversely the financial condition of such companies. Gold mining companies also
are subject to the risks generally associated with mining operations. The major
producers of gold include the Republic of South Africa, the United States,
Russia, Australia, China and Canada. Sales of gold by Russia are largely
unpredictable and often relate to political and economic considerations rather
than to market forces. Economic, social and political developments within South
Africa, including civil unrest, may affect significantly South African gold
production.

WHEN THE INVESTMENT ADVISER ANTICIPATES SIGNIFICANT ECONOMIC OR POLITICAL
INSTABILITY, SUCH AS HIGH INFLATION OR TURMOIL IN THE FOREIGN CURRENCY EXCHANGE
MARKETS, THE PORTFOLIO, IN SEEKING TO PROTECT THE PURCHASING POWER OF
SHAREHOLDERS' CAPITAL, MAY INVEST A MAJORITY OF ITS ASSETS IN COMPANIES THAT
EXPLORE FOR, EXTRACT, PROCESS OR DEAL IN GOLD OR IN ASSET-RELATED SECURITIES
INDEXED TO THE VALUE OF SOME NATURAL RESOURCE SUCH AS GOLD BULLION. Such a
change in investment strategy could require the Portfolio to liquidate portfolio
assets and incur transaction costs. There can be no assurance that any such
change in investment strategy will be successful.

CONCENTRATION. The Portfolio has adopted a fundamental policy which requires it
during normal market conditions to concentrate at least 25% of its total assets
in the natural resource group of industries. Therefore, the Portfolio could be
adversely affected by a single economic, political or regulatory occurrence or
other development affecting this investment sector. As the Portfolio's
concentration increases, so does the potential for fluctuation in the value of
the Fund's shares. The value of the Fund's shares may fluctuate more widely than
the value of shares of a mutual fund which invests in a broader range of
industries. The Fund should, therefore, not be considered a balanced or complete
investment program.

NON-DIVERSIFICATION. The Portfolio is a "non-diversified" investment company,
and so may invest its assets in a more limited number of issuers than if it were
a diversified investment company. Under applicable tax requirements, the
Portfolio may not invest more than 25% of its assets in obligations of any one
issuer (other than U.S. Government obligations) and, with respect to 50% of its
total assets, the Portfolio may not invest more than 5% of its total assets in
the securities of any one issuer (except U.S. Government securities). Thus, the
Portfolio may invest up to 25% of its total assets in the securities of each of
any two issuers. This practice involves an increased risk of loss to the
Portfolio. To mitigate this risk, the Portfolio has adopted an investment policy
that it will not purchase more than 10% of the total outstanding voting
securities of an issuer, except when significant economic, political or
financial instability is anticipated.

BORROWING AND LEVERAGE. The Portfolio may borrow money to invest in additional
portfolio securities. This practice, known as "leverage," increases the
Portfolio's market exposure and its risk. The interest the Portfolio must pay on
borrowed money will reduce the amount of any potential gains or increase any
losses. The extent to which the Portfolio will borrow money, and the amount it
may borrow, depend on market conditions and interest rates. Successful use of
leverage depends on the Investment Adviser's ability to predict market movements
correctly. The Portfolio may at times borrow money by means of reverse
repurchase agreements. Reverse repurchase agreements generally involve the sale
by the Portfolio of securities held by it and an agreement to repurchase the
securities at an agreed-upon price, date, and interest payment. Reverse
repurchase agreements will increase the Portfolio's overall investment exposure
and may result in losses. The amount of money borrowed by the Portfolio for
leverage may generally not exceed one-third of the Portfolio's assets (including
the amount borrowed).

FOREIGN INVESTMENTS. Under normal market conditions, the Portfolio will hold
securities of issuers in at least three countries. Investing in securities
issued by foreign companies (including depository receipts) involves
considerations and possible risks not typically associated with investing in
securities issued by domestic corporations. The values of foreign investments
are affected by changes in currency rates or exchange control regulations,
application of foreign tax laws (including withholding tax), changes in
governmental administration or economic or monetary policy (in this country or
abroad), or changed circumstances in dealings between nations. Foreign currency
exchange rates may fluctuate significantly over short periods of time causing
the Portfolio's net asset value to fluctuate as well. Costs are incurred in
connection with conversions between various currencies. In addition, foreign
brokerage commissions, custody fees and other costs of investing are generally
higher than in the United States, and foreign securities markets may be less
liquid, more volatile and less subject to governmental supervision than in the
United States. Investments in foreign issuers could be adversely affected by
other factors not present in the United States, including expropriation,
confiscatory taxation, lack of uniform accounting and auditing standards, delays
in settlements of transactions, less publicly-available financial and other
information, armed conflict and potential difficulties in enforcing contractual
obligations. In addition to investing in foreign companies of countries which
represent established and developed economies, the Portfolio may also invest in
the emerging economies of lesser developed countries, including those in Africa,
the Far East, Latin America and Eastern Europe. Consistent with its investment
objective, the Portfolio is not limited in the percentage of assets it may
invest in such securities. The relative risk and cost of investing in the
securities of companies in such emerging economies may be higher than an
investment in securities of companies in more developed countries. As of the
date of this Prospectus, more than % of the Portfolio's assets were comprised of
foreign securities.

DERIVATIVE INSTRUMENTS. From time to time, 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 or commodity prices, interest rates or
currency exchange rates, or as a substitute for the purchase or sale of
securities, commodities or currency. The Portfolio's transactions in derivative
instruments may include the purchase or sale of futures contracts on securities
or commodities, securities indices, other indices, other financial instruments
or currencies; options on futures contracts; exchange-traded and
over-the-counter options on securities, indices or currency; 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 interest rates, securities
prices, the other financial instruments' prices or currency exchange rates; the
inability to close out a position; or default by the counterparty; imperfect
correlation between a position and the desired hedge; tax constraints on closing
out positions; and portfolio management constraints on securities subject to
such transactions. The loss on derivative instruments (other than purchased
options) may substantially 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
Investment Adviser's use of derivative instruments will be advantageous to the
Portfolio.

To the extent that the Portfolio enters into futures contracts, options on
futures contracts and options on foreign currencies traded on an exchange
regulated by the Commodity Futures Trading Commission ("CFTC"), in each case
that are not for bona fide hedging purposes (as defined by the CFTC), the
aggregate initial margin and premiums required to establish these positions
(excluding the amount by which options are "in-the-money") may not exceed 5% of
the market value of the Portfolio's investments, 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 Investment Adviser determines that there is an established historical
pattern or correlation between the two currencies (or the basket of currencies
and the underlying currency). Use of a different foreign currency magnifies the
Fund'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.

CERTAIN INVESTMENT RESTRICTIONS AND POLICIES. The Fund and the Portfolio have
adopted certain fundamental investment restrictions and policies, in addition to
the concentration policy set forth above, 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. Except for
such restrictions and policies, 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 Fund's shareholders or the investors in the Portfolio, as the
case may be. 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.

ORGANIZATION OF THE FUND AND THE PORTFOLIO
- --------------------------------------------------------------------------------

THE FUND IS A SERIES OF EATON VANCE GROWTH TRUST, A BUSINESS TRUST ESTABLISHED
UNDER MASSACHUSETTS LAW PURSUANT TO A DECLARATION OF TRUST DATED MAY 25, 1989,
AS AMENDED. THE 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 the affairs of the Fund. The Trust may issue an unlimited
number of shares of beneficial interest (no par value per share) in one or more
series (such as the Fund). 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". There are no annual meetings of shareholders, but
special meetings may be held as required by law to elect Trustees and consider
other matters. 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.

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,
affords the potential for economies of scale for the Fund (at least when the
assets of the Portfolio exceed $500 million) and may over time result in lower
expenses for the Fund.

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. Information regarding
other pooled investment entities or funds which invest in the Portfolio may be
obtained by contacting the Principal Underwriter, 24 Federal Street, Boston, MA
02110 (617) 482-8260.

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

The 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. 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.

MANAGEMENT OF THE FUND AND THE PORTFOLIO
- --------------------------------------------------------------------------------

THE PORTFOLIO ENGAGES BOSTON MANAGEMENT AND RESEARCH ("BMR"), A WHOLLY-OWNED
SUBSIDIARY OF EATON VANCE MANAGEMENT ("EATON VANCE"), AS ITS INVESTMENT ADVISER.
EATON VANCE, ITS AFFILIATES AND ITS PREDECESSOR COMPANIES HAVE BEEN MANAGING
ASSETS OF INDIVIDUALS AND INSTITUTIONS SINCE 1924 AND MANAGING INVESTMENT
COMPANIES SINCE 1931.

BMR OR EATON VANCE ACTS AS INVESTMENT ADVISER TO INVESTMENT COMPANIES AND
VARIOUS INDIVIDUAL AND INSTITUTIONAL CLIENTS WITH ASSETS UNDER MANAGEMENT OF
OVER $16 BILLION. Eaton Vance is a wholly-owned subsidiary of Eaton Vance Corp.,
a publicly-held holding company which through its subsidiaries and affiliates
engages primarily in investment management, administration and marketing
activities. The Principal Underwriter is a wholly-owned subsidiary of Eaton
Vance.

William D. Burt and Barclay Tittmann are the co-portfolio managers of the
Portfolio since inception. Mr. Burt joined Eaton Vance and BMR as a Vice
President in November, 1994. Prior to joining Eaton Vance, he was a Vice
President of The Boston Company (1990-1994) and a Vice President of Baring
America Asset Management (1979-1990). Mr. Tittmann joined Eaton Vance and BMR as
a Vice President in October, 1993. He was a Vice President, portfolio manager
and analyst with Invesco Management and Research (formerly Gardner and Preston
Moss) from 1970-1993.

BMR places the portfolio transactions of the Portfolio for execution 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, BMR may consider sales
of shares of the Fund or of other investment companies sponsored by BMR or Eaton
Vance as a factor in the selection of broker-dealer firms to execute portfolio
transactions. The Fund, the Portfolio and BMR have adopted Codes of Ethics
relating to personal securities transactions. The Codes permit Eaton Vance
personnel to invest in securities (including securities that may be purchased or
held by the Portfolio) for their own accounts, subject to certain pre-clearance,
reporting and other restrictions and procedures contained in such Codes.

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 BMR under
the investment advisory agreement, by Eaton Vance under the administrative
services agreement, or by the Principal Underwriter under the distribution
agreement. Such costs and expenses to be borne by 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 BMR or Eaton Vance; and investment advisory fees, and, if any,
administrative services fees. The Fund and the Portfolio, as the case may be,
will also each bear expenses incurred in connection with any 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, to the extent not covered by insurance.

SERVICE PLAN
- --------------------------------------------------------------------------------

In addition to advisory fees and other expenses, the Fund pays service fees
pursuant to a Service Plan (the "Plan") designed to meet the requirements of
Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act")
and the service fee requirements of the revised sales charge rule of the
National Association of Securities Dealers, Inc. THE PLAN PROVIDES THAT THE FUND
MAY MAKE SERVICE FEE PAYMENTS FOR PERSONAL SERVICES AND/OR THE MAINTENANCE OF
SHAREHOLDER ACCOUNTS TO THE PRINCIPAL UNDERWRITER, FINANCIAL SERVICE FIRMS
("AUTHORIZED FIRMS") AND OTHER PERSONS IN AMOUNTS NOT EXCEEDING .25% OF THE
FUND'S AVERAGE DAILY NET ASSETS FOR ANY 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% of that portion of the Fund's average daily
net assets for any fiscal year which is attributable to shares of the Fund sold
by such persons and remaining outstanding for at least twelve months. The Fund
expects to begin making service fee payments during the quarter ending September
30, 1998.

VALUING FUND SHARES
- --------------------------------------------------------------------------------

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

Authorized Firms must communicate an investor's order to the Principal
Underwriter prior to the close of the Principal Underwriter's business day to
receive that day's net asset value per Fund share and the public offering price
based thereon. It is the Authorized Firms' responsibility to transmit orders
promptly to the Principal Underwriter.

The Portfolio's net asset value is also determined as of the close of regular
trading on the Exchange by IBT Fund Services (Canada) Inc. (as agent for the
Portfolio) in the manner authorized by the Trustees of the Portfolio. Net asset
value is computed by subtracting the liabilities of the Portfolio from the value
of its total assets. For further information regarding the valuation of the
Portfolio's assets, see "Determination of Net Asset Value" in the Statement of
Additional Information.

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

HOW TO BUY FUND SHARES
- --------------------------------------------------------------------------------

SHARES OF THE FUND MAY BE PURCHASED FOR CASH OR MAY BE ACQUIRED IN EXCHANGE FOR
SECURITIES. Investors may purchase shares of the Fund through Authorized Firms
at the effective public offering price, which price is based on the effective
net asset value per share plus the applicable sales charge. The Fund receives
the net asset value, while the sale charge is divided between the Authorized
Firm and the Principal Underwriter. 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 and dealer commissions are:
<TABLE>
<CAPTION>
SALES CHARGE SALES CHARGE DEALER COMMISSION
AS PERCENTAGE OF AS PERCENTAGE OF AS PERCENTAGE OF
AMOUNT OF PURCHASE OFFERING PRICE AMOUNT INVESTED OFFERING PRICE
- -------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C>
Less than $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* See Below**

*No sales charge is payable at the time of purchase on investments of $1 million or more. A contingent deferred sales
charge ("CDSC") of 1% will be imposed on such investments in the event of certain redemptions within 12 months of
purchase.
**A commission on sales of $1 million or more will be paid as follows: 1.00% on amounts of $1 million or more but less
than $3 million, plus 0.50% on amounts from $3 million but less than $5 million, plus 0.25% on amounts from $5 million
or more. Purchases of $1 million or more will be aggregated over a 12-month period for purposes of determining the
commission to be paid.
</TABLE>

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

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 clients
and current and retired officers and employees of Eaton Vance, its affiliates
and other investment advisers of Eaton Vance sponsored funds; to registered
representatives and employees of Authorized Firms; and bank employees who refer
customers to registered representatives of Authorized Firms; to officers and
employees of IBT and the Transfer Agent; 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 the Investment Adviser provides
multiple investment services, such as management, brokerage and custody, and (3)
to investment advisors, financial planners or other intermediaries who place
trades for their own accounts or the accounts of their clients and who charge a
management, consulting or other fee for their services; clients of such
investment advisors, financial planners or other intermediaries who place trades
for their own accounts if the accounts are linked to the master account of such
investment advisor, financial planner or other intermediary on the books and
records of the broker or agent; and retirement and deferred compensation plans
and trusts used to fund those plans, including, but not limited to, those
defined in Section 401 (a), 403(b) or 457 of the Internal Revenue Code of 1986,
as amended (the "Code") ("Eligible Plans") and "rabbi trusts." 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.

No sales charge is payable at the time of purchase 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. A CDSC of 0.50%
will be imposed on such investments in the event of certain redemptions within
12 months of purchase and the Authorized Firm will be paid a commission on such
sales of 0.50% of the amount invested.

ACQUIRING FUND SHARES IN EXCHANGE FOR SECURITIES. IBT, as escrow agent, will
receive securities acceptable to Eaton Vance, as Administrator, in exchange for
Fund shares at the applicable public offering price 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 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 Worldwide Developing Resources Fund

IN THE CASE OF PHYSICAL DELIVERY:

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

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

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

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

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

HOW TO REDEEM FUND SHARES
- --------------------------------------------------------------------------------

REDEMPTION BY MAIL: Shares may be redeemed by delivering to the Transfer Agent,
First Data Investor Services Group, P.O. Box 5123, Westborough, MA 01581-5123,
during its business hours a written request for redemption in good order, plus
any share certificates with executed stock powers. 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 (the "Commission") and acceptable to the Transfer Agent.
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.

REDEMPTION THROUGH AN AUTHORIZED FIRM: 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 the Principal Underwriter, as
the Fund's agent, receives the order. It is the Authorized Firm's responsibility
to transmit promptly repurchase orders to the Principal Underwriter. Throughout
this Prospectus, the word "redemption" is generally meant to include a
repurchase.

Within seven days after receipt of a redemption request in good order by the
Transfer Agent, the Fund will make payment in cash for the net asset value of
the shares as of the date determined above, reduced by the amount of any 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.

If shares were recently purchased, the proceeds of redemption 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 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. However, no such redemption would be required by the Fund
if the cause of the low account balance was a reduction in the net asset value
of Fund shares.

If shares have been purchased at net asset value with no initial 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 1% will be imposed on such
redemption. If shares have been purchased at net asset value because the amount
invested represents redemption proceeds from a mutual fund unaffiliated with
Eaton Vance (as described under "How to Buy Fund Shares") and are redeemed
within 12 months of purchase, a CDSC of 0.50% will be imposed on such
redemption. 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 will be retained by the Principal Underwriter.

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 tax returns. Consistent
with applicable law, duplicate mailings of shareholder reports and certain other
Fund information to shareholders residing at the same address may be eliminated.

THE LIFETIME INVESTING ACCOUNT/DISTRIBUTION OPTIONS
- --------------------------------------------------------------------------------

AFTER AN INVESTOR MAKES AN INITIAL PURCHASE OF FUND SHARES, THE TRANSFER AGENT
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 share 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 IN SHARES BY SENDING A
CHECK FOR $50 OR MORE TO the Transfer Agent.

Any questions concerning a shareholder's account or services available may be
directed by telephone to EATON VANCE SHAREHOLDER SERVICES at 800-225-6265,
extension 2, or in writing to the Transfer Agent, First Data Investor Services
Group, P.O. Box 5123, Westborough, MA 01581-5123 (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, P.O. Box 5123,
Westborough, MA 01581-5123. 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 in shares at the then current net asset value.
Furthermore, the distribution option on the account will be automatically
changed to the Share Option until such time as the shareholder selects a
different option.

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

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

THE EATON VANCE EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------

Shares of the Fund may currently 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 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). 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.

The Transfer Agent makes exchanges at the next determined net asset value after
receiving an exchange request in good order (see "How to Redeem Fund Shares").
Consult the Transfer Agent for additional information concerning the exchange
privilege. Applications and prospectuses of the 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 (plus, in the case of an
exchange made within six months of the date of purchase, an amount equal to the
difference, if any, between the sales charge previously paid on the shares being
exchanged and the sales charge payable on the shares being acquired), but
subject to any restrictions or qualifications set forth in the current
prospectus of any such fund.

Telephone exchanges are accepted by the Transfer Agent provided the investor has
not disclaimed in writing the use of the privilege. To effect such exchanges,
call the Transfer Agent at 800-262-1122, Monday through Friday, 9:00 a.m. to
4:00 p.m. (Eastern Standard Time). Shares acquired by telephone exchange must be
registered in the same name(s) and with the same address as the shares being
exchanged. Neither the Fund, the Principal Underwriter nor the Transfer Agent
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 Worldwide Developing Resources Fund may be mailed directly to the
Transfer Agent, First Data Investor Services Group, P.O. Box 5123, Westborough,
MA 01581-5123 at any time -- whether or not distributions are reinvested. The
name of the shareholder, the Fund and the account number should accompany each
investment.

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

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

RIGHT OF ACCUMULATION: Purchases may qualify for reduced sales charges when the
current market value of holdings (shares at current offering price), plus new
purchases, reaches $100,000 or more. Shares of the Eaton Vance funds 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 redeemed shares may reinvest at
net asset value any portion or all of the 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 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 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 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 certain tax-sheltered retirement plans. 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. Participant accounting services (including
trust fund reconciliation services) will be offered only through third party
recordkeepers and not by the Principal Underwriter. Under all plans, dividends
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 (normally in December)
of all or substantially all of the net capital gains (if any) allocated to the
Fund by the Portfolio (reduced by any available capital loss carryforwards from
prior years). Shareholders may reinvest all distributions in shares of the Fund
at net asset value per share as of the close of business on the record date.

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. A
portion of distributions from the Fund's net investment income may qualify for
the dividends-received deduction for corporate shareholders.

Capital gains referred to in clause (B) above, if any, realized by the Portfolio
and allocated to the Fund on sales of investments and on options, futures and
certain forward foreign currency exchange transactions during the 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 net 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 and
regardless of the length of time Fund shares have been owned by the shareholder.

If shares are purchased shortly before the record date of a distribution, the
shareholder will pay the full price for the shares and then receive some portion
of the price back as a taxable distribution. The amount, timing and character of
the Fund's distributions to shareholders may be affected by special tax rules
governing the Portfolio's activities in options, futures and forward foreign
currency exchange transactions. Certain distributions declared by the Fund in
October, November or December and paid the following January will be taxable to
shareholders as if received on December 31 of the year in which they are
declared.

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

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

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

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 a sales charge
is reduced or eliminated in a subsequent acquisition of shares of the Fund or of
another fund pursuant to the Fund's reinvestment or exchange privilege. In
addition, losses realized on a redemption of Fund shares may be disallowed under
certain "wash sale" rules if within a period beginning 30 days before and ending
30 days after the date of redemption other shares of the Fund are acquired. 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.

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

Shareholders should consult with their tax advisers concerning the applicability
of state, local or other taxes to an investment in the Fund.

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

FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS YIELD AND/OR AVERAGE ANNUAL TOTAL
RETURN. The Fund's current yield is calculated by dividing the net investment
income per share earned during a recent 30-day period by the maximum offering
price per share of the Fund on the last day of the period and annualizing the
resulting figure. The Fund's average annual total return is determined by
computing the average annual percentage change in value of $1,000 invested at
the maximum public offering price (which includes the maximum sales charge) for
specified periods, assuming reinvestment of all distributions. The Fund may
publish annual and cumulative total return figures from time to time. The Fund
may also quote total return for the period prior to the 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 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 lower 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 yield or total return for any
prior period should not be considered a representation of what an investment may
earn or what the Fund's yield or total return may be in any future period.

The following chart reflects the annual investment returns of the Fund for one
year periods ending September 30 and does not take into account any sales charge
which investors may bear. The total return for the period prior to the Fund's
commencement of operations on April 1, 1997 reflects the total return of the
Portfolio (or that of its predecessor) which had different operating expenses.

5 Year Average Annual Total Return -- 17.13%
Life of Fund Average Annual Total Return -- 13.52%

1988(1)* 15.39%
1989* 22.96%
1990* 0.01%
1991* (4.36)%
1992* 9.44%
1993* 11.73%
1994 20.47%
1995 7.66%
1996 45.67%

(1) From the start of business, October 21, 1987, to September 30, 1988.
* If a portion of the predecessor fund's expenses had not been allocated to
Eaton Vance, returns would have been lower.
<PAGE>
[logo]
EV TRADITIONAL

WORLDWIDE DEVELOPING

RESOURCES FUND

PROSPECTUS

APRIL 1, 1997

EV TRADITIONAL WORLDWIDE
DEVELOPING RESOURCES FUND
24 FEDERAL STREET
BOSTON, MA 02110

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

INVESTMENT ADVISER OF WORLDWIDE DEVELOPING RESOURCES PORTFOLIO
Boston Management and Research, 24 Federal Street, Boston, MA 02110

ADMINISTRATOR OF EV TRADITIONAL WORLDWIDE DEVELOPING RESOURCES FUND
Eaton Vance Management, 24 Federal Street, Boston, MA 02110

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, P.O. Box 5123, Westborough, MA 01581-5123
(800) 262-1122

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

T-NRP

<PAGE>

PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

STATEMENT OF
ADDITIONAL INFORMATION
April 1, 1997

EV MARATHON
WORLDWIDE DEVELOPING RESOURCES FUND
24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265

This Statement of Additional Information consists of two parts. Part I
provides information about EV Marathon Developing Worldwide Resources Fund (the
"Fund"), Worldwide Developing Resources Portfolio (the "Portfolio") and certain
other series of Eaton Vance Growth Trust (the "Trust"). The Fund's Part II (the
"Part II") provides information solely about the Fund. Where appropriate, Part I
includes cross-references to the relevant sections of Part II that provide
additional, Fund-specific information. This Statement of Additional Information
is sometimes referred to herein as the "SAI."

TABLE OF CONTENTS

Page
PART I
Additional Information About Investment Policies ................... 1
Investment Restrictions ............................................ 5
Trustees and Officers .............................................. 6
Management of the Fund and the Portfolio ........................... 8
Custodian .......................................................... 11
Service for Withdrawal ............................................. 12
Determination of Net Asset Value ................................... 12
Investment Performance ............................................. 13
Taxes .............................................................. 14
Portfolio Security Transactions .................................... 16
Other Information .................................................. 17
Independent Certified Public Accountants ........................... 18
Financial Statements ............................................... 19

PART II
Fees and Expenses .................................................. a-1
Principal Underwriter .............................................. a-2
Distribution Plan .................................................. a-2
Performance Information ............................................ a-4
Control Persons and Principal Holders of Securities ................ a-4
Taxes .............................................................. a-4
Other Information .................................................. a-5

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE PROSPECTUS OF EV MARATHON WORLDWIDE DEVELOPING RESOURCES FUND
(THE "FUND") DATED APRIL 1, 1997, AS SUPPLEMENTED FROM TIME TO TIME, WHICH IS
INCORPORATED BY REFERENCE. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ IN CONJUNCTION WITH SUCH PROSPECTUS, A COPY OF WHICH MAY BE OBTAINED
WITHOUT CHARGE BY CONTACTING EATON VANCE DISTRIBUTORS, INC. (THE "PRINCIPAL
UNDERWRITER") (SEE BACK COVER FOR ADDRESS AND PHONE NUMBER).
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

PART I

This Part I provides information about the Fund, certain other series of the
Trust and the Portfolio. Capitalized terms used in this SAI and not otherwise
defined have the meanings given them in the Fund's Prospectus. The Fund is
subject to the same investment policies as those of the Portfolio. The Fund
currently seeks to achieve its objective by investing in the Portfolio.

ADDITIONAL INFORMATION ABOUT INVESTMENT POLICIES

PORTFOLIO TURNOVER
The Portfolio's Investment Adviser will change the Portfolio's investments
whenever it believes a change may be appropriate, without regard to how long a
particular investment may have been held. Changes in investments generally
involve expenses to the Portfolio, which may include brokerage commissions or
dealer mark-ups and other transaction costs on the disposition of investments
and reinvestment of the proceeds in other investments, and may result in net
capital gains distributions of which will be subject to tax. The Portfolio's
investment policies and strategies may result in a higher portfolio turnover
rate than that experienced by other mutual funds. The Portfolio's turnover rate
will not be a limiting factor when the Investment Adviser considers a change in
the Portfolio's investment portfolio, and in any fiscal year such rate could
exceed 100%.

ASSET-RELATED SECURITIES
The Portfolio's Investment Adviser will evaluate the creditworthiness of the
issuer of an asset-related security. If the asset-related security is backed by
a bank letter of credit or other similar facility, the Investment Adviser may
take such backing into consideration in determining the creditworthiness of the
issuer.

While the market prices for an asset-related security and the related
natural resource asset generally are expected to move in the same direction,
there may not be perfect correlation in the two price movements. Asset-related
securities may not necessarily be secured by a security interest in or claim on
the underlying natural resource asset.

The Portfolio may invest in asset-related securities without limit when it
has the option to put such securities to the issuer or a stand-by bank or broker
and receive the principal amount or redemption price thereof less transaction
costs on no more than seven days notice or when the Portfolio has the right to
convert or exchange such securities into a readily marketable security in which
it could otherwise invest upon not less than seven days notice.

The asset-related securities in which the Portfolio may invest may bear
interest or pay preferred dividends at below market (or even relatively nominal)
rates. The Portfolio's holdings of such securities therefore may not generate
appreciable current income, and the return from such securities primarily will
be from any profit on the sale, maturity or conversion thereof at a time when
the price of the related asset is higher than it was when the Portfolio
purchased such securities. As an example, assume gold is selling at a market
price of $300 per ounce and an issuer sells a $1,000 face amount gold related
note with a seven year maturity, payable at maturity at the greater of either
$1,000 in cash or the then market price of three ounces of gold. If at maturity,
the market price of gold is $400 per ounce, the amount payable on the note would
be $1,200. Certain asset-related securities may be payable at maturity in cash
at the stated principal amount, or at the option of the holder, directly in a
stated amount of the asset to which it is related. In such instance the
Portfolio may sell the asset-related security in the secondary market, to the
extent one exists, prior to the maturity if the value of the stated amount of
the asset exceeds the stated principal amount and thereby realize the
appreciation in the underlying asset.

METALS INVESTMENTS
In making direct investments in bullion or metals, the Portfolio normally
will not take possession of the bullion or metals, but instead will obtain
receipts or certificates representing ownership. In the event the Portfolio does
take possession, the bullion or metals would be delivered to and held by a
non-affiliated sub-custodian in a segregated account. When it purchases bullion
or metals, either by purchasing receipts or certificates or by having a
sub-custodian physically hold such metals, the Portfolio will pay for the metals
only upon actual receipt. Although the Portfolio would incur storage, shipping
and other costs by owning bullion or metals, such costs should be minimized by
the use of receipts or certificates.

FOREIGN INVESTMENTS
Investing in foreign issuers involves certain special considerations,
including those set forth below, which are not typically associated with
investing in U.S. issuers. Since investments in foreign issuers may involve
currencies of foreign countries, and since the Portfolio may temporarily hold
funds in bank deposits in foreign currencies during completion of investment
programs, the Portfolio may be affected favorably or unfavorably by changes in
currency rates and in exchange control regulations and may incur costs in
connection with conversions between various currencies.

Since foreign companies are not generally subject to uniform accounting,
auditing and financial reporting standards, practices and requirements
comparable to those applicable to U.S. companies, there may be less publicly
available information about a foreign company than about a domestic company.
Foreign stock markets, while growing in volume of trading activity, have
substantially less volume than the Exchange, and securities of some foreign
companies are less liquid and more volatile than securities of comparable U.S.
companies. Similarly, volume and liquidity in most foreign bond markets is less
than in the United States and, at times, volatility of price can be greater than
in the United States. Fixed commissions on foreign stock exchanges are generally
higher than negotiated commissions on U.S. exchanges, although the Portfolio
endeavors to achieve the most favorable net results on its portfolio
transactions. There is generally less government supervision and regulation of
stock exchanges, brokers and listed companies than in the United States. Mail
service between the United States and foreign countries may be slower or less
reliable than within the United States, thus increasing the risk of delayed
settlements of portfolio transactions or loss of certificates for portfolio
securities. In addition, with respect to certain foreign countries, there is the
possibility of expropriation or confiscatory taxation, political or social
instability, or diplomatic developments which could affect the Portfolio's
investments in those countries. Moreover, individual foreign economies may
differ favorably or unfavorably from the U.S. economy in such respects as growth
of gross national product, rate of inflation, capital reinvestment, resource
self-sufficiency and balance of payments position. In some countries delayed
settlements are customary, which increases the risk of loss.

Depository receipts are not necessarily denominated in the same currency as
the securities into which they may be converted. American Depository Receipts
("ADRs") are receipts typically issued by a U.S. banking institution evidencing
ownership of the underlying securities; European Depository Receipts ("EDRs")
are receipts evidencing a similar arrangement with a European banking
institution. Generally ADRs, in registered form, are designed for use in U.S.
securities markets and EDRs, in bearer form, are designed for use in European
securities markets. Such securities may or may not be listed on a foreign
securities exchange.

FOREIGN CURRENCY TRANSACTIONS
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 require maintenance of a segregated account as described
under "Asset Coverage Requirements" 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 the Investment Adviser.

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. The Portfolio will not enter into forward contracts or maintain
a net exposure to such contracts where the consummation of the contracts would
obligate the Portfolio to deliver an amount of foreign currency in excess of the
value of the securities held by the Portfolio or other assets denominated in
that currency. The Portfolio generally will not enter into a forward contract
with a term of greater than one year.

RISKS ASSOCIATED WITH DERIVATIVE INSTRUMENTS
Entering into a derivative instrument involves a risk that the applicable
market will move against the Portfolio's position and that the Portfolio will
incur a loss. For derivative instruments other than purchased options, this loss
may exceed the amount of the initial investment made or the premium received by
the Portfolio. Derivative instruments may sometimes increase or leverage the
Portfolio's exposure to a particular market risk. Leverage enhances the
Portfolio's exposure to the price volatility of derivative instruments it holds.
The Portfolio's success in using derivative instruments to hedge portfolio
assets depends on the degree of price correlation between the derivative
instruments and the hedged asset. Imperfect correlation may be caused by several
factors, including temporary price disparities among the trading markets for the
derivative instrument, the assets underlying the derivative instrument and the
Portfolio's assets. Over-the-counter ("OTC") derivative instruments involve an
enhanced risk that the issuer or counterparty will fail to perform its
contractual obligations. Some derivative instruments are not readily marketable
or may become illiquid under adverse market conditions. In addition, during
periods of market volatility, a commodity exchange may suspend or limit trading
in an exchange-traded derivative instrument, which may make the contract
temporarily illiquid and difficult to price. Commodity exchanges may also
establish daily limits on the amount that the price of a futures contract or
futures option can vary from the previous day's settlement price. Once the daily
limit is reached, no trades may be made that day at a price beyond the limit.
This may prevent the Portfolio from closing out positions and limiting its
losses. The staff of the Commission takes the position that certain purchased
OTC options, and assets used as cover for written OTC options, are subject to
the Portfolio's 15% limit on illiquid investments. 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 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".

LIMITATIONS ON FUTURES CONTRACTS AND OPTIONS
The Portfolio may enter into futures contracts (and options thereon) traded
on a foreign exchange if it is determined by the Investment Adviser that trading
on such exchange does not subject the Portfolio to risks, including credit and
liquidity risks, that are materially greater than the risks associated with
trading on United States exchanges regulated by the CFTC.

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 will only
write a put option on a security which it intends to ultimately acquire for its
portfolio.

REPURCHASE AGREEMENTS
The Portfolio may enter into repurchase agreements with respect to its
permitted investments with member banks of the Federal Reserve System or with
primary dealers in U.S. Government securities. 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. The repurchase date is
usually within seven days of the original purchase date. 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 investments). Repurchase
agreements are deemed to be loans under the 1940 Act. In all cases the
Investment Adviser must be satisfied with the creditworthiness of the other
party to the agreement before entering into a repurchase agreement. In the event
of the bankruptcy of the other party to a repurchase agreement, the Portfolio
might experience delays in recovering its cash. To the extent that, in the
meantime, the value of the securities the Portfolio purchased may have
decreased, the Portfolio could experience a loss. The Portfolio'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
Investment 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. Reverse repurchase agreements will
be included within the aggregate limitation on "borrowings" contained in the
Portfolio's investment restriction (1) set forth below.

LEVERAGE THROUGH BORROWING
The Portfolio will not always borrow money for additional investments. The
Portfolio's willingness to borrow money, and the amount it will borrow, will
depend on many factors, the most important of which are market conditions and
interest rates.

The 1940 Act requires the Portfolio to maintain continuous asset coverage of
not less than 300% with respect to its borrowings. This allows the Portfolio to
borrow for leverage purposes an amount equal to as much as 50% of the value of
its net assets (not including such borrowings). If such asset coverage should
decline to less than 300% due to market fluctuations or other reasons, the
Portfolio may be required to sell some of its portfolio holdings within three
days in order to reduce the Portfolio's debt and restore the 300% asset
coverage, even though it may be disadvantageous from an investment standpoint to
sell such holdings at that time. The practice of leveraging to enhance
investment return may be viewed as a speculative activity. Leveraging will
exaggerate any increase or decrease in the market value of the securities held
by the Portfolio. Money borrowed for leveraging will be subject to interest
costs which may or may not exceed the income from the investments acquired with
the borrowed funds. The Portfolio may also be required to maintain minimum
average balances in connection with such borrowing or to pay a commitment or
other fee to maintain a line of credit; either of these requirements will
increase the cost of borrowing over the stated interest rate.

ASSET COVERAGE REQUIREMENTS
Transactions involving reverse repurchase agreements, forward contracts or
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 or other options, forward
contracts or futures contracts, or (2) cash or liquid securities (such as
readily marketable obligations or common stocks and money market instruments)
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 or liquid securities in a segregated account with its
custodian in the prescribed amount. The securities in the segregated account
will be marked to market daily.

Assets used as cover or held in a segregated account maintained by the
Portfolio's custodian cannot be sold while the position requiring coverage or
segregation is outstanding unless they are replaced with other appropriate
assets. As a result, the commitment of a large portion of the Portfolio's assets
to segregated accounts or to cover could impede portfolio management or the
Portfolio's ability to meet redemption requests or other current obligations.

CONVERTIBLE SECURITIES
The Portfolio may from time to time invest a portion of its assets in debt
securities and preferred stocks which are convertible into, or carry the right
to purchase, common stock or other equity securities. The debt security or
preferred stock (such as Canadian special warrants) may itself be convertible
into or exchangeable for equity securities, or the purchase right may be
evidenced by warrants attached to the security or acquired as part of a unit
with the security. Convertible securities may be purchased for their
appreciation potential when they yield more than the underlying securities at
the time of purchase or when they are considered to present less risk of
principal loss than the underlying securities. Generally speaking, the interest
or dividend yield of a convertible security is somewhat less than that of a
non-convertible security of similar quality issued by the same company.

WARRANTS
Warrants are an option to purchase equity securities at a specific price
valid for a specific period of time. They do not represent ownership of the
securities, but only the right to buy them. The prices of warrants do not
necessarily move parallel to the prices of the underlying securities. Warrants
may become valueless if not sold or exercised prior to their expiration.
(Canadian special warrants issued in private placements prior to a public
offering are not considered warrants for purposes of the Portfolio's investment
restrictions).

INVESTMENT RESTRICTIONS

The following investment restrictions of the Fund are designated as
fundamental policies and as such cannot be changed without the approval of the
holders of a majority of the Fund's outstanding voting securities, which as used
in this SAI means the lesser of (a) 67% of the shares of the Fund present or
represented by proxy at a meeting if the holders of more than 50% of the shares
are present or represented at the meeting or (b) more than 50% of the shares of
the Fund.

As a matter of fundamental policy, the Fund may not:

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

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

(3) Underwrite securities issued by other persons, except insofar as it may
technically be deemed to be an underwriter under the Securities Act of 1933 in
selling or disposing of a portfolio security;

(4) Purchase or sell real estate, although it may purchase and sell
securities which are secured by interests in real estate or interests therein
and securities of issuers (including real estate investment trusts) which invest
or deal in real estate or interests therein; or

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

In addition, as a matter of fundamental policy:

(6) During normal market conditions the Fund will invest at least 25% of its
total assets in the natural resource group of industries, except when such
percentage is reduced as a result of a decrease in value of the assets so
invested or during such times when management believes that the assets so
invested should be redeployed for defensive purposes or during such times when
management believes that the assets so invested should be redeployed in
obligations or other securities, the principal amount, redemption terms or
conversion terms of which are related to the market price of some natural
resource asset such as gold bullion; the Fund may invest more than 25% of its
total assets in any industry in the natural resource group of industries; and
the Fund may invest up to 25% of its total assets, taken at market value at the
time of each investment, in any other industry. For the purposes of this policy,
an investment by the Fund in gold or silver bullion, other precious metals,
strategic metals, or gold or silver coins, or in securities issued by companies
deemed by the Fund's investment adviser to be engaged in the natural resource
investment sector (as from time to time described in the Fund's Prospectus),
shall be considered as an investment in the natural resource group of
industries; and

(7) The Fund may purchase and sell commodities and commodities contracts
(including without limitation futures contracts and options on futures
contracts) of all types and kinds.

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 objectives, policies and restrictions as the
Fund.

The Portfolio has adopted substantially the same fundamental investment
restrictions as the foregoing investment restrictions adopted by the Fund; such
restrictions cannot be changed without the approval of a "majority of the
outstanding voting securities" of the Portfolio.

The Fund and the Portfolio have adopted the following investment policies
which may be changed by the Trust with respect to the Fund without approval by
the Fund's shareholders or by the Portfolio with respect to the Portfolio
without approval by the Fund or its other investors. As a matter of
nonfundamental policy, the Fund and the Portfolio will not: (a) invest more than
15% of its net assets in investments which are not readily marketable, including
restricted securities and repurchase agreements with a maturity longer than
seven days. Restricted securities for the purposes of this limitation do not
include securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933 and commercial paper issued pursuant to Section 4(2) of
said Act that the Board of Trustees of the Trust or the Portfolio, or their
delegate, determines to be liquid; (b) make short sales of securities, unless at
all times when a short sale position is open the Fund or the Portfolio either
owns an equal amount of such securities or owns securities convertible into or
exchangeable for securities of the same issue as, and equal in amount to, the
securities sold short; (c) purchase securities of any issuer (other than
securities or obligations issued or guaranteed by the U.S. Government or any of
its agencies or instrumentalities) if such purchase, at the time thereof, would
cause more than 10% of the total outstanding voting securities of such issuer to
be held by the Fund or the Portfolio; this restriction will not apply (i) during
periods when management of the Fund anticipates significant economic, political
or financial instability or (ii) to investments in certificates of deposit,
bankers' acceptances or time deposits of banking and thrift institutions; (d)
invest for the purpose of gaining control of a company's management; (e)
purchase warrants if, as a result of such purchase, more than 5% of the Fund's
or the Portfolio'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
Fund's or the Portfolio's net assets; this policy does not apply to or restrict
warrants acquired by the Fund or the Portfolio in units or attached to
securities, inasmuch as such warrants are deemed to be without value; (f)
purchase an option on a 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 it, would be so invested; (g) 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 the
Portfolio 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 current 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 current value).

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 or any
subsequent rating change 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.
Notwithstanding the foregoing, under normal circumstances the Fund and the
Portfolio will maintain at least 65% of its total assets in natural resource
related investments or in asset-related securities. Moreover, the Fund and the
Portfolio must always be in compliance with the borrowing policies set forth
above.

TRUSTEES AND OFFICERS

The Trustees and officers of the Trust and the Portfolio 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 Portfolio's investment
adviser, Boston Management and Research ("BMR"), a wholly-owned subsidiary of
Eaton Vance Management ("Eaton Vance"); of Eaton Vance's parent, Eaton Vance
Corp. ("EVC"); and of BMR's and 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 or the Portfolio, as defined in the 1940
Act, by virtue of their affiliation with BMR, Eaton Vance, EVC or EV, are
indicated by an asterisk(*).

TRUSTEES OF THE TRUST AND THE PORTFOLIO

JAMES B. HAWKES (55), President and Trustee*
President and Chief Executive Officer of BMR, Eaton Vance, EVC and EV, and a
Director of EVC and EV. Director, Trustee and officer of various investment
companies managed by Eaton Vance or BMR.

DONALD R. DWIGHT (66), Trustee
President of Dwight Partners, Inc. (a corporate relations and communications
company) founded in 1988; Chairman of the Board of Newspapers of New England,
Inc., since 1983. Director or Trustee of various investment companies managed
by Eaton Vance or BMR.
Address: Clover Mill Lane, Lyme, New Hampshire 03768

SAMUEL L. HAYES, III (62), 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 (61), 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 (70), 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 (67), 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 OF THE TRUST AND THE PORTFOLIO

WILLIAM D. BURT (58), Vice President of the Portfolio
Vice President of BMR, Eaton Vance and EV since November 1994; formerly Vice
President of The Boston Company (1990-1994).

WILLIAM CHISHOLM (36), Vice President of the Portfolio
Senior Trust Officer of The Bank of Nova Scotia Trust Company (Cayman) Limited.
Address: The Bank of Nova Scotia Trust Company (Cayman) Ltd., The Bank of Nova
Scotia Building, P.O. Box 501, George Town, Grand Cayman, Cayman Islands,
British West Indies.

M. DOZIER GARDNER (63), Vice President
Vice Chairman of BMR, Eaton Vance, EVC and EV, and a Director of EVC and EV.
Director or Trustee and officer of various investment companies managed by
Eaton Vance or BMR.

MICHEL NORMANDEAU (45), Vice President of the Portfolio
Assistant Manager - Trust Services, The Bank of Nova Scotia Trust Company
(Cayman) Limited.
Address: The Bank of Nova Scotia Trust Company (Cayman) Ltd., The Bank of Nova
Scotia Building, P.O. Box 501, George Town, Grand Cayman, Cayman Islands,
British West Indies.

RAYMOND O'NEILL (34), Vice President of the Portfolio
Managing Director of IBT Trust and Custodian Services (Ireland) Limited since
January, 1995. Vice President, Atlantic Corporate Management Limited,
Warwick, Bermuda (1991-1994). Officer, The Bank of Bermuda Limited,
Hamilton, Bermuda (1987-1991).
Address: Earlsfort Terrace, Dublin 2, Ireland.

BARCLAY TITTMANN (65), Vice President of the Portfolio
Vice President of BMR, Eaton Vance and EV since October 1993; formerly Vice
President of Invesco Management and Research (1970-1993).

THOMAS OTIS (65), Secretary
Vice President and Secretary of BMR, Eaton Vance, EVC and EV. Officer of various
investment companies managed by Eaton Vance or BMR.

JAMES L. O'CONNOR (51), Treasurer
Vice President of BMR, Eaton Vance and EV. Officer of various other investment
companies managed by Eaton Vance or BMR.

JANET E. SANDERS (61), Assistant Treasurer and Assistant Secretary
Vice President of BMR, Eaton Vance and EV. Officer of various investment
companies managed by Eaton Vance or BMR.

A. JOHN MURPHY (34), Assistant Secretary
Assistant Vice President of BMR, Eaton Vance and EV since March 1, 1994;
employee of Eaton Vance since March 1993. State Regulations Supervisor, The
Boston Company (1991-1993). 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 (39), 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 of the Trust on June 19, 1995.

Messrs. Hayes (Chairman), Reamer and Thorndike are members of the Special
Committee of the Board of Trustees of the Trust and of the Portfolio. The
purpose of the Special Committee is to consider, evaluate and make
recommendations to the full Board of Trustees concerning (i) all contractual
arrangements with service providers to the Fund, including administrative
services, transfer agency, custodial and fund accounting and distribution
services, and (ii) all other matters in which Eaton Vance or its affiliates has
any actual or potential conflict of interest with the Fund or its shareholders.

The Nominating Committee is comprised of four Trustees who are not
"interested persons" as that term is defined under the 1940 Act ("noninterested
Trustees"). The Committee has four-year staggered terms, with one member
rotating off the Committee to be replaced by another noninterested Trustee of
the Trust. The purpose of the Committee is to recommend to the Board nominees
for the position of noninterested Trustee and to assure that at least a majority
of the Board of Trustees is independent of Eaton Vance and its affiliates.

Messrs. Treynor (Chairman) and Dwight are members of the Audit Committee of
the Board of Trustees of the Trust and of the Portfolio. The Audit Committee's
functions include making recommendations to the Trustees regarding the selection
of the independent certified public accountants, and reviewing matters relative
to trading and brokerage policies and practices, 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 Fund and of the Portfolio.

Trustees of the Portfolio that are not affiliated with the Investment
Adviser may elect to defer receipt of all or a percentage of their annual fees
in accordance with the terms of a Trustees Deferred Compensation Plan (the
"Trustees" Plan"). Under the Trustees' 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 Trustees' Plan will be determined based upon the performance of such
investments. Deferral of Trustees' fees in accordance with the Trustees' Plan
will have a negligible effect on the Portfolio's assets, liabilities, and net
income per share, and will not obligate the Portfolio to retain the services of
any Trustee or obligate the Portfolio to pay any particular level of
compensation to the Trustee. Neither the Portfolio nor the Trust has a
retirement plan for its Trustees.

The fees and expenses of those Trustees of the Trust and 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. For the compensation earned by the noninterested Trustees of the
Trust and the Portfolio, see "Fees and Expenses" in Part II. Messrs. Chisholm,
Normandeau and O'Neill are not U.S. residents. It may be difficult to effect
service of process within the U.S. or to realize judgments of U.S. courts upon
them. It is uncertain whether courts in other countries would entertain original
actions against them.

MANAGEMENT OF THE FUND AND THE PORTFOLIO

The Portfolio engages BMR as its investment adviser pursuant to an
Investment Advisory Agreement dated _________ , 1997. BMR or Eaton Vance acts as
investment adviser to investment comanies and various individual and
institutional clients with combined assets under management of over $16 billion.

Eaton Vance, its affiliates and its predecessor companies have been managing
assets of individuals and institutions since 1924 and managing investment
companies since 1931. They maintain a large staff of experienced fixed-income
and equity investment professionals to service the needs of their clients. The
fixed-income division focuses on all kinds of taxable investment-grade and
high-yield securities, tax-exempt investment-grade and high-yield securities,
and U.S. Government securities. The equity division covers stocks ranging from
blue chip to emerging growth companies.

Eaton Vance is among the oldest mutual funds organizations in the country.
As an experienced mutual fund provider, Eaton Vance has contributed to making
the securities market more widely accessible to investors. Eaton Vance equity
funds provide a way to take advantage of the potentially higher returns of
individual stocks. Eaton Vance has a staff of more than 25 investment
professionals specializing in security analysis and equity management.

The Eaton Vance investment process stresses intensive fundamental research.
Portfolios are built on a stock-by-stock basis and the process includes visits
to companies under consideration. The process also focuses on well-managed
companies with the following characteristics: strong underlying value or
franchise; solid earnings growth; steady cash flow, strong balance sheet;
innovative products or services; potential for sustained growth; seasoned,
creative management; or ability to survive variable market conditions.

By investing in diversified portfolios and employing prudent and
professional management, Eaton Vance mutual funds can provide attractive return,
while exposing shareholders to less risk than if they were to build investment
portfolios on their own. Eaton Vance employs rigorous buy and sell disciplines.
For instance, purchases are made with an eye to both relative and absolute
growth rates and price-earning ratios, and sales are made when a stock is fully
valued, fundamentals deteriorate, management fails to execute its strategy, or
more attractive alternatives are available.

Eaton Vance and its affiliates act as adviser to over 150 mutual funds,
individual and various institutional accounts, including corporations,
hospitals, retirement plans, universities, foundations and trusts. Eaton Vance
mutual funds feature international equities, domestic equities, tax-free
municipal bonds, and U.S. government and corporate bonds. Lloyd George
Management has advised Eaton Vance's international equity funds since 1992.
Founded in 1991, Lloyd George is headquartered in Hong Kong with offices in
London and Mumbai, India. It has established itself as a leader in investment
management in Asian equities and other global markets. Lloyd George features an
experience team of investment professionals that began working together in the
mid-1980s. Lloyd George analysts cover East Asia, the India subcontinent, Russia
and Eastern Europe, Latin America, Australia and New Zealand from offices in
Hong Kong, London and Bombay. Together Eaton Vance and Lloyd George manage over
$18 billion in assets. Eaton Vance mutual funds are distributed by Eaton Vance
Distributors both within the United States and offshore.

Eaton Vance Distributors believes that an investment professional can
provide valuable services to you to help you reach your investment goals.
Meeting investment goals requires time, objectivity and investment savvy. Before
making an investment recommendation, a representative can help you carefully
consider your short- and long-term financial goals, your tolerance for
investment risk, your investment time frame, and other investments you may
already own. Your professional investment representatives are knowledgeable
about financial markets, as well as the wide range of investment opportunities
available. A representative can help you decide when to buy, sell or persevere
with your investments. A professional investment representative can provide you
with tailored financial advice.

BMR manages the investments and affairs of the Portfolio subject to the
supervision of the Portfolio's Board of Trustees. BMR furnishes to the Portfolio
investment research, advice and supervision, furnishes an investment program and
determines what securities will be acquired, disposed of or exchanged by the
Portfolio and what portion, if any, of the Portfolio's assets will be held
uninvested. The Investment Advisory Agreement requires BMR to pay the salaries
and fees of all officers and Trustees of the Portfolio who are members of the
BMR organization and all personnel of BMR performing services relating to
research and investment activities. The Portfolio is responsible for all
expenses not expressly stated to be payable by BMR under the Investment Advisory
Agreement, including, without implied limitation, (i) expenses of maintaining
the Portfolio and continuing its existence, (ii) registration of the Portfolio
under the 1940 Act, (iii) commissions, fees and other expenses connected with
the acquisition, holding and disposition of securities and other investments,
(iv) auditing, accounting and legal expenses, (v) taxes and interest, (vi)
governmental fees, (vii) expenses of issue, sale and redemption of interests in
the Portfolio, (viii) expenses of registering and qualifying the Portfolio and
interests in the Portfolio under federal and state securities laws and of
preparing and printing registration statements or other offering statements or
memoranda for such purposes and for distributing the same to investors, and fees
and expenses of registering and maintaining registrations of the Portfolio and
of the Portfolio's placement agent as broker-dealer or agent under state
securities laws, (ix) expenses of reports and notices to investors and of
meetings of investors and proxy solicitations therefor, (x) expenses of reports
to governmental officers and commissions, (xi) insurance expenses, (xii)
association membership dues, (xiii) fees, expenses and disbursements of
custodians and subcustodians for all services to the Portfolio (including
without limitation safekeeping of funds, securities and other investments,
keeping of books, accounts and records, and determination of net asset values,
book capital account balances and tax capital account balances), (xiv) fees,
expenses and disbursements of transfer agents, dividend disbursing agents,
investor servicing agents and registrars for all services to the Portfolio, (xv)
expenses for servicing the accounts of investors, (xvi) any direct charges to
investors approved by the Trustees of the Portfolio, (xvii) compensation and
expenses of Trustees of the Portfolio who are not members of BMR's organization,
and (xviii) such non-recurring items as may arise, including expenses incurred
in connection with litigation, proceedings and claims and any legal obligation
of the Portfolio to indemnify its Trustees, officers and investors with respect
thereto, to the extent not covered by insurance.

The Portfolio pays BMR as compensation under the Agreement a monthly fee
based on average daily net assets as follows:

<TABLE>
<CAPTION>
AVERAGE DAILY NET ANNUALIZED FEE RATE MONTHLY FEE RATE
ASSETS FOR THE MONTH (FOR EACH LEVEL) (FOR EACH LEVEL)
-------------------- ---------------- ----------------
<C> <C> <C>
Up to $500 million ...................................... 0.7500% 1/16 of 1%
$500 million but less than $1 billion ................... 0.6875% 11/192 of 1%
$1 billion but less than $1.5 billion ................... 0.6250% 5/96 of 1%
$1.5 billion but less than $2 billion ................... 0.5625% 3/64 of 1%
$2 billion but less than $3 billion ..................... 0.5000% 1/24 of 1%
$3 billion and over ..................................... 0.4375% 7/192 of 1%
</TABLE>

The Investment Advisory Agreement with BMR remains in effect until February
28, 1998. It may be continued indefinitely thereafter so long as such
continuance 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 or of
BMR 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 BMR
may render services to others. The Agreement also provides that BMR shall not be
liable for any loss incurred in connection with the performance of its duties,
or action taken or omitted under that Agreement, in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties or by
reason of its reckless disregard of its obligations and duties thereunder, or
for any losses sustained in the acquisition, holding or disposition of any
security or other investment.

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

As indicated in the Prospectus, Eaton Vance serves as Administrator of the
Fund, but currently receives no compensation for providing administrative
services to the Fund. Under its agreement with the Fund, Eaton Vance has been
engaged to administer the Fund's affairs, subject to the supervision of the
Trustees of the Trust, and shall furnish for the use of the Fund office space
and all necessary office facilities, equipment and personnel for administering
the affairs of the Fund. For additional information about the Administrator, see
"Fees and Expenses" in the Fund's Part II.

The Fund pays all of its own expenses including, without limitation, (i)
expenses of maintaining the Fund and continuing its existence, (ii) registration
of the Trust under the 1940 Act, (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
disbursements of custodians and subcustodians 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
values), (xiv) fees, expenses and disbursements of transfer agents, dividend
disbursing agents, shareholder servicing agents and registrars for all services
to the Fund, (xv) expenses for 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
Eaton Vance organization, and (xviii) such non-recurring items as may arise,
including expenses incurred in connection with litigation, proceedings and
claims and any legal obligation of the Trust to indemnify its Trustees and
officers with respect thereto, to the extent not covered by insurance.

BMR is a wholly-owned subsidiary of Eaton Vance. Eaton Vance and EV are
both wholly-owned subsidiaries of EVC. BMR and Eaton Vance are both
Massachusetts business trusts, and EV is the trustee of BMR and Eaton Vance.
The Directors of EV are Landon T. Clay, 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, Mr. Gardner is
vice chairman and Mr. Hawkes is president and chief executive officer of EVC,
BMR, Eaton Vance and EV. All of the issued and outstanding shares of Eaton
Vance and 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 on December 31, 1997, the
Voting Trustees of which are Messrs. Clay, Gardner, Hawkes, Rowland and Thomas
E. Faust, Jr. 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 or officers and Directors of EVC and EV.
As of January 1, 1997, Messrs. Clay, Gardner and Hawkes each owned 24% of such
voting trust receipts, and Messrs. Rowland and Faust owned 15% and 13%,
respectively, of such voting trust receipts. Messrs. Gardner, Hawkes and Otis
who are officers or Trustees of the Trust and of the Portfolio are members of
the EVC, BMR, Eaton Vance and EV organizations. Messrs. Burt, Murphy,
O'Connor, Tittmann and Woodbury, and Ms. Sanders, are officers of the Trust,
and are also members of the BMR, Eaton Vance and EV organizations. BMR will
receive the fees paid under the Agreement.

EVC owns all of the stock of Energex Energy Corporation, which engages in
oil and gas exploration and development. Eaton Vance owns all the stock of
Northeast Properties, Inc., which is engaged in real estate investment. EVC owns
all the stock of Fulcrum Management, Inc. and MinVen, Inc., which are engaged in
precious metal mining venture investment and management. EVC also owns 24% of
the Class A shares of Lloyd George Management (B.V.I.) Limited, a registered
investment adviser. BMR , EVC, Eaton Vance and EV may also enter into other
businesses.

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, IBT. 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 or the Portfolio and such
banks.

CUSTODIAN

IBT, 89 South Street, Boston, Massachusetts, acts as custodian for the Fund
and the Portfolio. IBT has the custody of all cash and securities of the Fund
and all securities of the Portfolio purchased in the United States, and its
subsidiary, IBT Fund Services (Canada) Inc., 1 First Canadian Place, King Street
West, Toronto, Ontario, Canada, maintains the Fund's and the Portfolio's general
ledger and computes the daily net asset value of interests in the Portfolio and
the net asset value of shares of the Fund. In such capacities, IBT attends to
details in connection with the sale, exchange, substitution, transfer or other
dealings with the Fund's and the Portfolio's respective investments, receives
and disburses all funds, and performs various other ministerial duties upon
receipt of proper instructions from the Fund and the Portfolio, respectively.

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

IBT charges fees which are competitive within the industry. These fees for
the Portfolio relate to (1) custody services based upon a percentage of the
market values of Portfolio securities; (2) bookkeeping and valuation services
provided at an annual rate; (3) activity charges, primarily the result of the
number of portfolio transactions; and (4) reimbursement of out-of-pocket
expenses. These fees are then reduced by a credit for cash balances of the
Portfolio at the custodian equal to 75% of the 91-day U.S. Treasury Bill auction
rate applied to the Portfolio's average daily collected balances. The portion of
the fee for the Fund related to bookkeeping and pricing services is based upon a
percentage of the Fund's net assets and the portion of the fee related to
financial statement preparation is a fixed amount. IBT also provides services in
connection with the preparation of shareholder reports and the electronic filing
of such reports with the Commission, for which it receives a separate fee.
Landon T. Clay, a Director of EVC and an officer, Trustee or Director of other
entities in the Eaton Vance organization, owns approximately 13% of the voting
stock of Investors Financial Services Corp., the holding company parent of IBT.
Management believes that such ownership does not create an affiliated person
relationship between the Fund or Portfolio and IBT under the 1940 Act.

SERVICE FOR WITHDRAWAL

The 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, although they are a return of principal, may require the
recognition of taxable gain or loss. Income dividends and capital gains
distributions in connection with withdrawal plan accounts will be credited at
net asset value as of the record for each distribution. Continued withdrawals in
excess of current income will eventually use up principal, particularly in a
period of declining market prices. 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, the
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, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and
Christmas Day.

The Trustees of the Portfolio have established the following procedures for
the valuation of the Portfolio's assets. Marketable securities listed on
securities exchanges or in the NASDAQ National Market System are valued at
closing sale prices or if there were no sales at the mean between the closing
bid and asked prices therefor on such exchanges or System. Unlisted or listed
securities for which closing sale prices are not available are valued at the
mean between the latest bid and asked prices. An option contract is valued at
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. Direct placement securities and
securities of venture capital companies, except as provided below, are taken at
fair value as determined in good faith by or pursuant to procedures established
by the Trustees. Direct placement securities and securities of former venture
capital companies which are readily marketable are considered marketable
securities.

Short term debt securities are valued at amortized cost, which approximates
market. 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.

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 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.

Physical commodities, including bullion, will generally be valued at fair
value based on prevailing market prices.

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

INVESTMENT PERFORMANCE

Average annual total return is determined by multiplying a hypothetical
initial purchase order of $1,000 by the average annual compound rate of return
(including capital appreciation/depreciation, and distributions paid and
reinvested) for the stated period and annualizing the result. The calculation
assumes that all distributions are reinvested at net asset value on the
reinvestment dates during the period and either (i) the deduction of the maximum
sales charge from the initial $1,000 purchase order, or (ii) a complete
redemption of the investment and, if applicable, the deduction of any CDSC at
the end of the period. For information concerning the total return of the Fund,
see "Performance Information" in the Fund's Part II.

Yield is computed pursuant to a standardized formula by dividing the net
investment income per share earned during a recent thirty-day period by the
maximum offering price (including, if applicable, the maximum sales charge) per
share on the last day of the period and annualizing the resulting figure. Net
investment income per share is equal to the dividends and interest earned during
the period, reduced by accrued Fund expenses for the period with the resulting
number being divided by the average daily number of Fund shares outstanding and
entitled to receive distributions during the period. This yield figure does not
reflect the deduction of any CDSCs which (if applicable) are imposed upon
certain redemptions at the rates set forth under "How to Redeem Fund Shares" in
the Fund's current Prospectus. Yield calculations assume the current maximum
sales charge (if applicable) set forth under "How to Buy Fund Shares" in the
Fund's current Prospectus. (Actual yield may be affected by variations in sales
charges on investments). For the yield of the Fund, see "Performance
Information" in the Fund's Part II.

The Fund's total return may be compared to relevant indices, such as the
Consumer Price Index and various domestic securities indices. 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
other investment companies. In addition, evaluations of the Fund's performance
made by independent sources may be used in advertisements and in information
furnished to present or prospective shareholders. Information about the
portfolio allocation and holdings of the Portfolio may also be included in
advertisements and other material furnished to present prospective shareholders.

Information (including charts and illustrations) relating to inflation and
the effects of inflation on the dollar may be included in advertisements and
other material furnished to present and prospective shareholders. Such
information may reflect the change in the net asset value of a hypothetical
investment in the Fund over a specified time period and compare it to an
inflationary measure, such as the Consumer Price Index (which is computed by the
Bureau of Labor Statistics of the U.S. Department of Labor).

Information used in advertisements and materials furnished to present and
prospective investors may include statements or illustrations relating to the
appropriateness of certain types of securities and/or mutual funds to meet
specific financial goals. Such information may address:

- cost associated with aging parents;
- funding a college education (including its actual and estimated cost);
- health care expenses (including actual and projected expenses);
- long-term disabilities (including the availability of, and coverage
provided by, disability insurance); and
- retirement (including the availability of social security benefits,
the tax treatment of such benefits and statistics and other
information relating to maintaining a particular standard of living
and outliving existing assets).

Such information may also address different methods for saving money and the
results of such methods, as well as the benefits of investing in equity
securities. Such information may describe: the potential for growth; the
performance of equities as compared to other investment vehicles; and the value
of investing as early as possible and regularly, as well as staying invested.
The benefits of investing in equity securities by means of a mutual fund may
also be included (such benefits may include diversification, professional
management and the variety of equity mutual fund products).

Information in advertisements and materials furnished to present and
prospective investors may include profiles of different types of investors
(i.e., investors with different goals and assets) and different investment
strategies for meeting specific financial goals. Such information may provide
hypothetical illustrations which include: results of various investment
strategies; performance of an investment in the Fund over various time periods;
and results of diversifying assets among several investments with varying
performance. Information in advertisements and materials furnished to present
and prospective investors may also include quotations (including editorial
comments) and statistics concerning investing in securities, as well as
investing in particular types of securities and the performance of such
securities.

The Fund may provide information about Eaton Vance, its affiliates and other
investment advisers to the funds in the Eaton Vance Family of Funds in sales
material or advertisements provided to investors or prospective investors. Such
material or advertisements may also provide information on the use of investment
professionals by such investors.

TAXES

FEDERAL INCOME TAXES
See "Distributions and Taxes" in the Fund's current Prospectus.

Each series of the Trust is treated as a separate entity for federal income
tax purposes. The Fund has elected to be treated, has qualified, and intends to
continue 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 its
net investment income (including tax-exempt 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. The Fund so qualified for
its fiscal year ended August 31, 1996. 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, 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 a manner intended to comply with the Code and
applicable regulations and will make moneys available for withdrawal at
appropriate times and in sufficient amounts to enable the Fund to satisfy the
tax distribution requirements that apply to the Fund and that must be satisfied
in order to avoid federal income and/or excise tax on the Fund. For purposes of
applying the requirements of the Code regarding qualification as a RIC, the Fund
will be deemed (i) to own its proportionate share of each of the assets of the
Portfolio and (ii) to be entitled to the gross income of the Portfolio
attributable to such share.

In order to avoid federal excise tax, the Code requires that the Fund
distribute (or be deemed to have distributed) by December 31 of each calendar
year at least 98% of its ordinary income (not including tax-exempt income) for
such year, at least 98% of the excess of its realized capital gains over its
realized capital losses, generally computed on the basis of the one-year period
ending on October 31 of such year, after reduction by any available capital loss
carryforwards, and 100% of any income 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 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.

The Portfolio's transactions in options, futures contracts, forward
contracts and certain other transactions involving foreign exchange gain or loss
will be subject to special tax rules, the effect of which may be to accelerate
income to the Portfolio, defer Portfolio losses, cause adjustments in the
holding periods of Portfolio securities, convert capital gain into ordinary
income and convert short-term capital losses into long-term capital losses. For
example, the tax treatment of many types of options, futures contracts and
forward contracts entered into by the Portfolio will be governed by Section 1256
of the Code. Absent a tax election for "mixed straddles" (see below), each such
position held by the Portfolio on the last business day of each taxable year
will be marked to market (i.e., treated as if it were closed out on such day),
and any resulting gain or loss, except for certain currency-related positions,
will generally be treated as 60% long-term and 40% short-term capital gain or
loss, with subsequent adjustments made to any gain or loss realized upon an
actual disposition of such positions. When the Portfolio holds an option or
contract governed by Section 1256 which substantially diminishes the Fund's risk
of loss with respect to another position of the Portfolio not governed by
Section 1256 (as might occur in some hedging transactions), this combination of
positions could be a "mixed straddle" which is generally subject to special tax
rules requiring deferral of losses and other adjustments in addition to being
subject in part to Section 1256. The Portfolio may make certain tax elections
for its "mixed straddles" which could alter certain effects of these rules. In
order to qualify as a RIC for federal income tax purposes, the Fund must derive
less than 30% of its annual gross income from the sale or other disposition of
securities and certain other investments held for less than three months and
will limit its activities in options, futures contracts and forward contracts to
the extent necessary to comply with this requirement.

The Portfolio may be subject to foreign withholding or other foreign taxes
with respect to income (possibly including, in some cases, capital gains)
derived from securities of foreign issuers and may be able to pass such taxes
through to shareholders along with foreign tax credits or deductions relating to
these taxes. These taxes may be reduced or eliminated under the terms of an
applicable U.S. income tax treaty. Certain foreign exchange gains and losses
realized by the Portfolio and allocated to the Fund will be treated as ordinary
income and losses. Certain uses of foreign currency and options, futures or
forward contracts thereon and investment by the Portfolio in the stock of
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 and/or avoid imposition of a tax on the Fund.

The Portfolio's investments, if any, in securities issued with original
issue discount (possibly including certain asset-related securities) or
securities acquired at a market discount (if an election is made to include
accrued market discount in current income) will cause it to realize income prior
to the receipt of cash payments with respect to these securities. In order to
enable the Fund to distribute its proprotionate share of this income and avoid a
tax payable by the Fund, the Portfolio may be required to liquidate portfolio
securities that it might otherwise have continued to hold in order to generate
cash that the Fund may withdraw from the Portfolio for subsequent distribution
to Fund shareholders.

The portion of distributions made by the Fund which are derived from
dividends received by the Portfolio from U.S. domestic corporations and
allocated to the Fund may qualify for the dividends-received deduction for
corporations. The dividends-received deduction is reduced to the extent the
shares of the Fund with respect to which the dividends are received are treated
as debt-financed under the federal income tax law and is eliminated if the
shares are deemed to have been held for less than a minimum period, generally 46
days. Receipt of certain distributions qualifying for the deduction may result
in reduction of the tax basis of the corporate shareholder's shares.
Distributions eligible for the dividends-received deduction may give rise to (or
increase) an alternative minimum tax for corporations depending upon the
shareholder's particular tax situation.

Distributions by the Fund of net investment income, the excess of net
short-term capital gain over net long-term capital loss, and certain foreign
exchange gains earned by the Portfolio and allocated to the Fund are taxable to
shareholders of the Fund as ordinary income, whether received in cash or
reinvested in additional shares. Distributions of the excess of net long-term
capital gain over net short-term capital loss (including any capital losses
carried forward from prior years) earned by the Portfolio and allocated to the
Fund are taxable to shareholders as long-term capital gains, whether received in
cash or in additional shares and regardless of the length of time their shares
of the Fund have been held.

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

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 certifications required by the Internal Revenue Service (the "IRS"), as
well as shareholders with respect to whom the Fund has received notification
from the IRS 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, foreign corporations and certain 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.

Special tax rules apply to Individual Retirement Accounts ("IRAs") and other
retirement plans and persons investing through such plans should consult their
tax advisers for more information. The deductibility of such contributions may
be restricted or eliminated for particular shareholders.

The foregoing discussion does not address the special tax rules applicable
to certain classes of investors, such as retirement plans, tax-exempt entities,
insurance companies and financial institutions. Shareholders should consult
their own tax advisers with respect to 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 of the
Portfolio, including the selection of the market and the broker-dealer firm, are
made by BMR. BMR is also responsible for the execution of transactions for all
other accounts managed by it.

BMR places the portfolio security transactions of the Portfolio and of all
other accounts managed by it for execution with many broker-dealer firms. BMR
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, BMR 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 the services rendered by the broker-dealer in other transactions, and the
reasonableness of the commission or spread, if any. Transactions on United
States 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 often includes a disclosed fixed
commission or discount retained by the underwriter or dealer. Although
commissions paid on portfolio security transactions will, in the judgment of
BMR, 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 BMR other clients for providing brokerage and research services to
BMR.

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 BMR
determines in good faith that such compensation was reasonable in relation to
the value of the brokerage and research services provided. This determination
may be made on the basis of either that particular transaction or on the basis
of overall responsibilities which BMR and its affiliates have for accounts over
which they exercise investment discretion. In making any such determination, BMR
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; 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-dealer firms 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, BMR receives Research Services from many broker-dealer firms with
which BMR places the portfolio transactions of the Portfolio and from third
parties with which these broker-dealers have arrangements. These Research
Services include such matters as general economic and market reviews, industry
and company reviews, evaluations of securities and portfolio strategies and
transactions, 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 BMR
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 BMR 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 BMR receives such Research
Services. BMR 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 BMR believes are useful or of value to it in rendering investment advisory
services to its clients.

Subject to the requirement that BMR 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, BMR 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 BMR or Eaton
Vance. This policy is not inconsistent with a rule of the NASD, which rule
provides that no firm which is a member of the NASD 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 BMR or its affiliates. BMR
will attempt to allocate in a manner it deems equitable portfolio security
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. However, there may be instances when the Portfolio will not
participate in a securities transaction that is allocated among other accounts.
While these procedures 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 BMR
organization outweigh any disadvantage that may arise from exposure to
simultaneous transactions.

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. Eaton Vance, pursuant to its agreement with the
Trust, controls the use of the words "Eaton Vance" or "EV" in the Fund's name
and may use the words "Eaton Vance" and "EV" in other connections and for other
purposes.

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

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

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

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

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

The Portfolio's Declaration of Trust 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.

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 Commission, or during any emergency
as determined by the Commission which makes it impracticable for the Portfolio
to dispose of its securities or value its assets, or during any other period
permitted by order of the Commission for the protection of investors.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

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

FINANCIAL STATEMENTS

The financial statements of the Fund, which are included in the Fund's
Annual Report to Shareholders, are incorporated by reference into this SAI and
have been so incorporated in reliance on the report of Deloitte & Touche LLP,
independent certified public accountants, as experts in accounting and auditing.
A copy of the Fund's most recent Annual Report accompanies this SAI.

Registant incorporates by reference the audited financial information for
the Fund for the fiscal year ended August 31, 1996, as previously filed with the
Commission (Accession No. 0000950135-96-000833).

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

PART II

This Part II provides information about EV MARATHON WORLDWIDE DEVELOPING
RESOURCES FUND.

FEES AND EXPENSES

INVESTMENT ADVISER
Prior to the close of business on March 31, 1997 (when the Fund transferred
its assets to the Portfolio in exchange for an interest in the Portfolio), the
Fund retained Eaton Vance as its investment adviser. As at August 31, 1996, the
Fund had net assets of $20,128,782. For the fiscal year ended August 31, 1996,
the Fund paid Eaton Vance advisory fees of $114,803 (equivalent to 0.75% of the
Fund's average daily net assets for such year). For the fiscal year ended August
31, 1995, the Fund paid Eaton Vance advisory fees of $92,809 (equivalent to
0.75% (annualized) of the Fund's average daily net assets for such period). For
the fiscal year ended September 30, 1994, the Fund paid Eaton Vance advisory
fees of $70,439 (equivalent to 0.75% of the Fund's average daily net assets for
such year).

ADMINISTRATOR
As stated under "Investment Adviser and Administrator" in Part I, the
Administrator currently receives no compensation for providing administrative
services to the Fund.

DISTRIBUTION PLAN
During the fiscal year ended August 31, 1996, the Principal Underwriter paid
to Authorized Firms sales commissions of $148,206 on sales of Fund shares.
During the same period, the Fund made sales commission payments under the Plan
to the Principal Underwriter aggregating $114,803 and the Principal Underwriter
received approximately $109,300 in CDSCs imposed on early redeeming
shareholders. These sales commissions and CDSCs paid to the Principal
Underwriter reduced Uncovered Distribution Charges under the Plan. As at August
31, 1996, the outstanding Uncovered Distribution Charges of the Principal
Underwriter calculated under the Plan amounted to approximately $449,702 (which
amount was equivalent to 2.2% of the Fund's net assets on such date). During the
fiscal year ended August 31, 1996, the Fund paid or accrued service fees under
the Plan aggregating $25,896, of which $25,392 was paid to Authorized Firms and
the balance of which was retained by the Principal Underwriter.

PRINCIPAL UNDERWRITER
The Fund has authorized the Principal Underwriter to act as its agent in
repurchasing shares at the rate of $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. For the fiscal year ended August 31,
1996, the Fund paid the Principal Underwriter $587.50 for repurchase
transactions handled.

BROKERAGE
During the fiscal year ended August 31, 1996 the Fund paid brokerage
commissions of $53,969, on portfolio security transactions, of which
approximately $34,051 was paid in respect of portfolio security transactions
aggregating approximately $9,449,706 to firms which provided some research
services to Eaton Vance or its affiliates (although many of such firms may have
been selected in any particular transactions primarily because of their
execution capabilities). During the fiscal years ended August 31, 1995 and
September 30, 1994, the Fund paid brokerage commissions of $30,126 and $19,482,
respectively.

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, 1997, it is estimated that the
noninterested Trustees of the Trust and the Portfolio will receive the following
compensation in their capacities as Trustees of the Trust and the Portfolio and,
during the year ended December 31, 1996, the noninterested Trustees of the Trust
and the Portfolio earned the following compensation in their capacities as
Trustees of the other funds in the Eaton Vance fund complex(1):

ESTIMATED ESTIMATED
AGGREGATE AGGREGATE TOTAL COMPENSATION
COMPENSATION COMPENSATION FROM TRUST AND
NAME FROM FUND* FROM PORTFOLIO FUND COMPLEX
- ---- ------------ ------------ --------------
Donald R. Dwight ...... $32 $32 $142,500(2)
Samuel L. Hayes, III .. 32 32 157,500(3)
Norton H. Reamer ...... 32 32 145,000
John L. Thorndike ..... 32 32 150,000(4)
Jack L. Treynor ....... 32 32 150,000
- ----------
(1) The Eaton Vance fund complex consists of 212 registered investment companies
or series thereof.
(2) Includes $42,500 of deferred compensation.
(3) Includes $40,305 of deferred compensation.
(4) Includes $28,125 of deferred compensation.
*For the fiscal year ended August 31, 1996 the Trustees received the following
compensation as Trustees of the Fund: Dwight: $34 (includes $13 of deferred
compensation; Hayes: $32 (includes $10 of deferred compensation); Reamer: $31;
Thorndike: $32; and Treynor: $34.

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 Authorized Firms or investors and other selling
literature and of advertising is borne by the Principal Underwriter. The fees
and expenses of qualifying and registering and maintaining qualifications and
registrations of the Fund and its shares under federal and state securities laws
are 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.

DISTRIBUTION PLAN

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

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

The Plan provides that the Fund will receive all CDSCs 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.
CDSCs 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 CDSCs 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 CDSCs 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 CDSCs theretofore
paid or payable to the Principal Underwriter will be subtracted from such
distribution charges; if the result of such subtraction is positive, a
distribution fee (computed at 1% over the prime rate then reported in The Wall
Street Journal) will be computed on such amount and added thereto, with the
resulting sum constituting the amount of outstanding 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 CDSC will be imposed, the level and timing of redemptions of Fund shares upon
which no CDSC will be imposed (including redemptions involving exchanges of Fund
shares pursuant to the exchange privilege which result in a reduction of
Uncovered Distribution Charges), changes in the level of the net assets of the
Fund, and changes in the interest rate used in the calculation of the
distribution fee under the Plan.

As currently implemented by the Trustees, the 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 advisory fee payable to
BMR by the Portfolio) resulting from sale of Fund shares and through the amounts
paid to the Principal Underwriter, including CDSCs, 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 CDSCs 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 continues in effect through and including April 28, 1997, and 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 vote of a majority of the Rule 12b-1
Trustees or by a vote of a majority of the outstanding voting securities of the
Fund. The provisions of the Plan relating to payments of sales commissions and
distribution fees to the Principal Underwriter are also included in the
Distribution Agreement between the Trust on behalf of the Fund and the Principal
Underwriter. Pursuant to Rule 12b-1, the Plan has been approved by the Fund's
initial sole shareholder (Eaton Vance) and by the Board of Trustees of the Trust
as required by Rule 12b-1. 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 Trustees who are not interested
persons of the Trust shall be committed to the discretion of the Trustees who
are not such interested persons.

The Trustees of the Trust believe that the Plan will be a significant factor
in the expected growth of the Fund's assets, and will result in increased
investment flexibility and advantages which have benefitted and will continue to
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 of the Trust have determined that in their judgment there
is a reasonable likelihood that the Plan will benefit the Fund and its
shareholders.

PERFORMANCE INFORMATION

<TABLE>
VALUE OF A $1,000 INVESTMENT
<CAPTION>
VALUE BEFORE VALUE AFTER TOTAL RETURN BEFORE DEDUCTING TOTAL RETURN AFTER DEDUCTING
DEDUCTING THE DEDUCTING THE THE MAXIMUM CDSC THE MAXIMUM CDSC**
INVESTMENT INVESTMENT AMOUNT OF MAXIMUM CDSC MAXIMUM CDSC ------------------------------------------------------------
PERIOD DATE INVESTMENT ON 8/31/96 ON 8/31/96** CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Life of
the Fund*** 10/21/87* $1,000 $3,079.66 $3,079.66 207.97% 13.52% 207.97% 13.52%
5 Years
Ended
8/31/96*** 8/31/91 $1,000 $2,204.29 $2,184.29 120.43% 17.13% 118.43% 16.91%
1 Year
Ended
8/31/96 8/31/95 $1,000 $1,396.87 $1,346.87 39.69% 39.69% 34.69% 34.69%

Past performance is not indicative of future results. Investment return and principal value will fluctuate and shares, when
redeemed, may be worth more or less than their original cost.

- ----------
*Investment operations began on October 21, 1987.
**No CDSC is imposed on certain redemptions. See the Fund's current Prospectus.
***If a portion of the Fund's expenses had not been subsidized, the Fund would have had lower returns.
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of January 2, 1997, the Trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of the Fund. As of
January 2, 1997, Merrill Lynch, Pierce, Fenner & Smith, Inc., Jacksonville, FL
was the record owner of approximately 16.6% of the outstanding shares, which
were held on behalf of its customers who are the beneficial owners of such
shares, and as to which it had voting power under certain limited circumstances.
To the knowledge of the Trust, no other person owned of record or beneficially
5% or more of the Fund's outstanding shares as of such date.

TAXES

As of the close of business, March 31, 1997, the Fund contributed
substantially all of its assets to the Portfolio in exchange for an interest in
the Portfolio. The Fund has obtained an opinion of tax counsel to the effect
that, although there is no judicial authority directly on point, this
contribution will not result in the recognition of gain or loss by the Fund for
federal income tax purposes. If it were determined that this contribution by the
Fund was a taxable transaction, the Fund could be required to recognize gain on
the transfer of its assets to the Portfolio and to make additional distributions
to its shareholders in order to avoid Fund-level federal income taxes, and any
such distributions would be taxable to the shareholders who receive them; and in
such case, the Fund might also be required to pay penalties and/or interest to
the Internal Revenue Service.

OTHER INFORMATION

On August 31, 1995, the Fund was reorganized as a series of the Trust. Prior
thereto, the Fund was a Massachusetts business trust established in 1987,
originally called Eaton Vance Natural Resources Trust. The Fund changed its name
to EV Marathon Gold & Natural Resources Fund on April 1, 1994 and to EV Marathon
Worldwide Developing Resources Fund on January 15, 1997.

<PAGE>
[logo]

EV MARATHON WORLDWIDE

DEVELOPING RESOURCES FUND

STATEMENT OF ADDITIONAL INFORMATION

APRIL 1, 1997

EV MARATHON WORLDWIDE
DEVELOPING RESOURCES FUND
24 FEDERAL STREET
BOSTON, MA 02110

- --------------------------------------------------------------------------------
INVESTMENT ADVISER OF WORLDWIDE DEVELOPING RESOURCES PORTFOLIO
Boston Management and Research, 24 Federal Street, Boston, MA 02110

ADMINISTRATOR OF EV MARATHON WORLDWIDE DEVELOPING RESOURCES FUND
Eaton Vance Management, 24 Federal Street, Boston, MA 02110

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, P.O. Box 5123 Westborough, MA 01581-5123
(800) 262-1122

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

NRSAI
<PAGE>
PART B
INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

STATEMENT OF
ADDITIONAL INFORMATION
April 1, 1997

EV TRADITIONAL
WORLDWIDE DEVELOPING RESOURCES FUND
24 Federal Street
Boston, Massachusetts 02110
(800) 225-6265

This Statement of Additional Information consists of two parts. Part I
provides information about EV Traditional Worldwide Developing Resources Fund
(the "Fund"), Worldwide Developing Resources Portfolio (the "Portfolio") and
certain other series of Eaton Vance Growth Trust (the "Trust"). The Fund's Part
II (the "Part II") provides information solely about the Fund. Where
appropriate, Part I includes cross-references to the relevant sections of Part
II that provide additional, Fund-specific information. This Statement of
Additional Information is sometimes referred to herein as the "SAI."

TABLE OF CONTENTS

Page
PART I
Additional Information About Investment Policies ................. 1
Investment Restrictions .......................................... 5
Trustees and Officers ............................................ 6
Management of the Fund and the Portfolio ......................... 8
Custodian ........................................................ 11
Service for Withdrawal ........................................... 12
Determination of Net Asset Value ................................. 12
Investment Performance ........................................... 13
Taxes ............................................................ 14
Portfolio Security Transactions .................................. 16
Other Information ................................................ 17
Independent Certified Public Accountants ......................... 18
Financial Statements ............................................. 19

PART II
Fees and Expenses ................................................ a-1
Services for Accumulation ........................................ a-1
Principal Underwriter ............................................ a-2
Service Plan ..................................................... a-3
Performance Information .......................................... a-3
Control Persons and Principal Holders of Securities .............. a-4

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IS
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS ONLY IF PRECEDED OR
ACCOMPANIED BY THE CURRENT PROSPECTUS OF EV TRADITIONAL WORLDWIDE DEVELOPING
RESOURCES FUND (THE "FUND") DATED APRIL 1, 1997, AS SUPPLEMENTED FROM TIME TO
TIME, WHICH IS INCORPORATED BY REFERENCE. 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).

FOR EDGAR FILING PURPOSES ONLY: REGISTRANT INCORPORATES BY REFERENCE FOR
EV TRADITIONAL WORLDWIDE DEVELOPING RESOURCES FUND THE PART I FOUND IN THE
STATEMENT OF ADDITIONAL INFORMATION OF EV MARATHON WORLDWIDE DEVELOPING
RESOURCES FUND CONTAINED IN THIS AMENDMENT.
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

PART II

This Part II provides information about EV TRADITIONAL WORLDWIDE DEVELOPING
RESOURCES FUND. The Fund became a series of the Trust on January 10, 1997.

FEES AND EXPENSES

INVESTMENT ADVISER
No fees paid to date.

SERVICE PLAN
No fees paid to date.

BROKERAGE COMMISSIONS
No fees paid to date.

ESTIMATED ESTIMATED
AGGREGATE AGGREGATE TOTAL COMPENSATION
COMPENSATION COMPENSATION FROM TRUST AND
NAME FROM FUND FROM PORTFOLIO FUND COMPLEX
- ---- ------------ -------------- ----------------
Donald R. Dwight ....... $32 $32 $142,500(2)
Samuel L. Hayes, III ... 32 32 157,500(3)
Norton H. Reamer ....... 32 32 145,000
John L. Thorndike ...... 32 32 150,000(4)
Jack L. Treynor ........ 32 32 150,000

- ----------
(1) The Eaton Vance fund complex consists of 212 registered investment companies
or series thereof.
(2) Includes $42,500 of deferred compensation.
(3) Includes $40,305 of deferred compensation.
(4) Includes $28,125 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 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. 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 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 Authorized Firm must provide the Principal Underwriter
(in the case of a purchase made through an Authorized Firm) or the Transfer
Agent (in the case of an investment made by mail) with sufficient information to
permit verification that the purchase order qualifies for the accumulation
privilege. Corfirmation 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
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 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 of
the Fund may also be sold at net asset value to registered representatives and
employees of certain Authorized Firms and to such persons' 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
expenses of printing copies of prospectuses used to offer shares to Authorized
Firms or investors and other selling literature and of advertising are 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 are borne by 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 Firms. See "How to Buy Fund Shares" in
the current Prospectus for the discounts 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 Firms may be deemed to be
underwriters as that term is defined in the Securities Act of 1933. For the
amount of sales charges for sales of Fund shares paid to the Principal
Underwriter (and Authorized Firms), see "Fees and Expenses" in this Part II.

SERVICE PLAN

The Trust on behalf of the Fund has adopted a Service Plan (the "Plan")
designed to meet the service fee requirements of the revised sale charge rule of
the National Association of Securities Dealers, Inc. (Management believes
service fee payments are not distribution expenses governed by Rule 12b-1 under
the 1940 Act, but has chosen to have the Plan approved as if that Rule were
applicable.) The following supplements the discussion of the Plan contained in
the Fund's Prospectus.

The Plan remains in effect from year to year provided such continuance is
approved by a vote of both a majority of (i) 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 any agreements related to it (the "Noninterested
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. The Plan
may be terminated any time by vote of the Noninterested Trustees or by vote of a
majority of the outstanding voting securities of the Fund. Pursuant to the Rule,
the Plan has been approved by the Fund's initial sole shareholder (Eaton Vance)
and by the Board of Trustees of the Trust, including the Noninterested Trustees.

Under the Plan, the President or 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 herein without approval of the
shareholders of the Fund, and all material amendments of the Plan must also be
approved by the Trustees of the Trust as prescribed by the Rule. 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 shareholder. For the service fees paid by the Fund under the
Plan, see "Fees and Expenses" in this Part II.

PERFORMANCE INFORMATION

The table below indicates the cumulative and average annual total return on
a hypothetical investment of $1,000 in the Fund covering the life of the Fund
from October 21, 1987 through August 31, 1996 and for the one-and five-year
periods ended August 31, 1996. The total return for the period prior to the
Fund's commencement of operations reflects the Portfolio's total return (or that
of its predecessor) adjusted to reflect any applicable Fund sales charge. The
total return for such prior period has not been adjusted to reflect the Fund's
distribution fees and certain other expenses.

<TABLE>
VALUE OF A $1,000 INVESTMENT
<CAPTION>
TOTAL RETURN EXCLUDING TOTAL RETURN INCLUDING
VALUE OF MAXIMUM SALES CHARGE MAXIMUM SALES CHARGE
INVESTMENT INVESTMENT AMOUNT OF INVESTMENT ---------------------------- ----------------------------
PERIOD DATE INVESTMENT* ON 8/31/96 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Life of the
Fund** 10/21/87 $952.38 $2,933.00 207.97% 13.52% 193.30% 12.90%
5 Years Ended
8/31/96** 8/31/91 $952.78 $2,100.21 120.43% 17.13% 110.02% 16.00%
1 Year Ended
8/31/96 8/31/95 $952.44 $1,330.45 39.69% 39.69% 33.04% 33.04%

Past performance is not indicative of future results. Investment return and principal value will fluctuate; shares, when
redeemed, may be worth more or less than their original cost.

- ----------
*Initial investment less current maximum sales charge of 4.75%
**If a portion of the Fund's expenses had not been subsidized, the Fund would have lower returns.
</TABLE>

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of ____________ , 1997, 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 TRADITIONAL

WORLDWIDE DEVELOPING

RESOURCES FUND

STATEMENT OF

ADDITIONAL INFORMATION

APRIL 1, 1997

EV TRADITIONAL WORLDWIDE
DEVELOPING RESOURCES FUND
24 FEDERAL STREET
BOSTON, MA 02110

ADMINISTRATOR OF EV TRADITIONAL WORLDWIDE DEVELOPING RESOURCES FUND
Eaton Vance Management, 24 Federal Street, Boston, MA 02110

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, P.O. Box 5123, Westborough, MA 01581-5123
(800) 262-1122

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

NRSAI

<PAGE>

PART C

OTHER INFORMATION
ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS

INCLUDED IN PART A FOR THE FUND LISTED BELOW IS "FINANCIAL
HIGHLIGHTS" FROM THE DATE INDICATED TO THE FISCAL YEAR ENDED
AUGUST 31, 1996:
EV Marathon Gold & Natural Resources Fund (start of
business October 21, 1987)

INCORPORATED BY REFERENCE INTO PART B ARE THE FINANCIAL
STATEMENTS CONTAINED IN THE ANNUAL REPORT FOR THE FUND LISTED
BELOW, EACH DATED AUGUST 31, 1996 (WHICH WAS PREVIOUSLY FILED
ELECTRONICALLY PURSUANT TO SECTION 30(B)(2) OF THE INVESTMENT
COMPANY ACT OF 1940):

EV Marathon Gold & Natural Resources Fund (Accession No.
0000950156-96-000833)

THE FINANCIAL STATEMENTS CONTAINED IN THE FUND'S ANNUAL REPORT
ARE AS FOLLOWS:

Portfolio of Investments
Statement of Assets and Liabilities
Statement of Operations
Statements of Changes in Net Assets
Financial Highlights
Notes to Financial Statements
Independent Auditors' Report

(B) EXHIBITS:

(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 dated August 18, 1992 filed
as Exhibit (1)(b) to Post-Effective Amendment No. 59 and
incorporated herein by reference.

(c) Amendment and Restatement of Establishment and Designation of
Series of Shares dated January 10, 1997 filed herewith.

(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, 1993 filed as Exhibit
(2)(b) to Post-Effective Amendment No. 59 and incorporated herein
by reference.

(3) Not applicable

(4) Not applicable

(5)(a) Investment Advisory Agreement with Eaton Vance Management for EV
Marathon Gold & Natural Resources Fund dated August 15, 1995 filed
as Exhibit (5)(a) to Post-Effective Amendment No. 59 and
incorporated herein by reference.

(b) Management Contract with Eaton Vance Management for Eaton Vance
Greater China Growth Fund filed as Exhibit (5)(b) to Post-Effective
Amendment No. 59 and incorporated herein by reference.

(c) Management Contract with Eaton Vance Management for EV Marathon
Greater China Growth Fund dated June 7, 1993 filed as Exhibit
(5)(c) to Post-Effective Amendment No. 59 and incorporated herein
by reference.

(d) Management Contract with Eaton Vance Management for EV Classic
Greater China Growth Fund dated December 17, 1993 filed as Exhibit
(5)(d) to Post-Effective Amendment No. 59 and incorporated herein
by reference.

(e) Management Contract with Eaton Vance Management for EV Marathon
Information Age Fund filed as Exhibit (5)(e) to Post-Effective
Amendment No. 61 and incorporated herein by reference.

(f) Management Contract with Eaton Vance Management for EV Traditional
Information Age Fund filed as Exhibit (5)(f) to Post-Effective
Amendment No. 61 and incorporated herein by reference.

(g) Management Contract with Eaton Vance Management for EV Classic
Information Age Fund filed as Exhibit (5)(g) to Post-Effective
Amendment No. 61 and incorporated herein by reference.

(h) Management Contract with Eaton Vance Management for EV Marathon
Asian Small Companies Fund filed as Exhibit (5)(h) to
Post-Effective Amendment No. 64 and incorporated herein by
reference.

(i) Management Contract with Eaton Vance Management for EV Traditional
Asian Small Companies Fund filed as Exhibit (5)(i) to
Post-Effective Amendment No. 64 and incorporated herein by
reference.

(j) Management Contract with Eaton Vance Management for EV Marathon
Worldwide Health Sciences Fund filed as Exhibit (5)(j) to
Post-Effective Amendment No. 64 and incorporated herein by
reference.

(6)(a)(1) Distribution Agreement between Eaton Vance Growth Trust (on behalf
of its Classic series) and Eaton Vance Distributors, Inc. effective
November 1, 1996 (with attached Schedule A effective November 1,
1996) filed as Exhibit (6)(a)(1) to Post-Effective Amendment No. 65
and incorporated herein by reference.

(a)(2) Distribution Agreement between Eaton Vance Growth Trust (on behalf
of its Marathon series) and Eaton Vance Distributors, Inc.
effective November 1, 1996 (with attached Schedule A effective
November 1, 1996) filed as Exhibit (6)(a)(2) to Post-Effective
Amendment No. 65 and incorporated herein by reference.

(a)(3) Distribution Agreement between Eaton Vance Growth Trust (on behalf
of its Traditional series) and Eaton Vance Distributors, Inc.
effective November 1, 1996 (with attached Schedule A effective
November 1, 1996) filed as Exhibit (6)(a)(3) to Post-Effective
Amendment No. 65 and incorporated herein by reference.

(a) Form of Amended Schedule A dated , 1997 to the Distribution
Agreement (filed as Exhibit (6)(a)(3)) filed herewith.

(b) Selling Group Agreements between Eaton Vance Distributors, Inc. and
Authorized Firms filed as Exhibit (6)(b) to Post-Effective
Amendment No. 61 and incorporated herein by reference.

(c) Schedule of Dealer Discounts and Sales Charges filed as Exhibit
(6)(c) to Post-Effective 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 independent Trustees.
See in the Matter of Capital Exchange Fund, Inc., Release No.
IC-20671 (November 1, 1994).

(8)(a) Custodian Agreement with Investors Bank & Trust Company dated
November 7, 1994 filed as Exhibit (8) to Post-Effective Amendment
No. 59 and incorporated herein by reference.

(b) Amendment to Custodian Agreement witn Investors Bank & Trust
Company dated October 23, 1995 filed as Exhibit (8)(b) to
Post-Effective Amendment No. 61 and incorporated herein by
reference.

(9)(a) Form of Amended Administrative Services Agreement between Eaton
Vance Growth Trust (on behalf of certain series) with Eaton Vance
Management dated , 1997 with attached Schedule A as filed herewith.

(b) Transfer Agency Agreement dated June 7, 1989 filed as Exhibit
(9)(b) to Post-Effective Amendment No. 65 and incorporated herein
by reference.

(c) Amendment to Transfer Agency Agreement dated February 1, 1993 filed
as Exhibit (9)(e) to Post-Effective Amendment No. 65 and
incorporated herein by reference.

(10) Not applicable.

(11) Consent of Independent Auditors for EV Marathon Gold & Natural
Resources Fund filed herewith.

(12) Not applicable

(13) Not applicable

(14) (1) Vance, Sanders Profit Sharing Retirement Plan for Self-Employed
Persons with Adoption Agreement and instructions filed as Exhibit
(8)(b)(1) to Post-Effective Amendment No. 28 and incorporated
herein by reference.

(2) Eaton & Howard, Vance Sanders Defined Contribution Prototype Plan
and Trust with Adoption Agreements: (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 and (6) Integrated Money Purchase Pension Plan filed as
Exhibit (14)(2) to Post- Effective Amendment No. 29 and
incorporated herein by reference.

(3) Individual Retirement Custodian Account (Form 5305A) and
Instructions filed as Exhibit 18 to Post-Effective Amendment No. 24
on Form S-5, File #2-22019 and incorporated herein by reference.

(15)(a) Service Plan dated July 7, 1993 pursuant to Rule 12b-1 under the
Investment Company Act of 1940 for EV Traditional Growth Fund filed
as Exhibit (15)(a) to Post-Effective Amendment No. 59 and
incorporated herein by reference.

(b) Distribution Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940 for Eaton Vance Greater China Growth Fund filed
as Exhibit (15)(b) to Post-Effective Amendment No. 59 and
incorporated herein by reference.

(c) Distribution Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940 for EV Marathon Greater China Growth Fund dated
June 7, 1993 filed as Exhibit (15)(c) to Post-Effective Amendment
No. 59 and incorporated herein by reference.

(d) Distribution Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940 for EV Classic Greater China Growth Fund filed
as Exhibit (15)(d) to Post-Effective Amendment No. 59 and
incorporated herein by reference.

(e) Distribution Plan for EV Classic Growth Fund pursuant to Rule 12b-1
under the Investment Company Act of 1940 filed as Exhibit (15)(e)
to Post-Effective Amendment No. 59 and incorporated herein by
reference.

(f) Distribution Plan for EV Marathon Growth Fund pursuant to Rule
12b-1 under the Investment Company Act of 1940 filed as Exhibit
(15)(f) to Post-Effective Amendment No. 59 and incorporated herein
by reference.

(g) Distribution Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940, for EV Marathon Information Age Fund filed as
Exhibit (15)(g) to Post-Effective Amendment No. 61 and incorporated
herein by reference.

(h) Distribution Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940 for EV Traditional Information Age Fund filed
as Exhibit (15)(h) to Post-Effective Amendment No. 61 and
incorporated herein by reference.

(i) Distribution Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940 for EV Marathon Gold & Natural Resources Fund
dated June 19, 1995 filed as Exhibit (15)(i) to Post-Effective
Amendment No. 59 and incorporated herein by reference.

(j) Distribution Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940 for EV Classic Information Age Fund filed as
Exhibit (15)(j) to Post-Effective Amendment No. 61 and incorporated
herein by reference.

(k) Distribution Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940 for EV Marathon Asian Small Companies Fund
filed as Exhibit (15)(k) to Post-Effective Amendment No. 65 and
incorporated herein by reference.

(l) Distribution Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940 for EV Traditional Asian Small Companies Fund
filed as Exhibit (15)(l) to Post-Effective Amendment No. 65 and
incorporated herein by reference.

(m) Distribution Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940 for EV Marathon Worldwide Health Sciences Fund
filed as Exhibit (15)(m) to Post-Effective Amendment No. 65 and
incorporated herein by reference.

(n) Form of Service Plan adopted pursuant to Rule 12b-1 under the
Investment Company Act of 1940 for EV Traditional Worldwide
Developing Resources Fund filed herewith.

(o) Amendment to Distribution Plan of Eaton Vance Growth Trust on
behalf of EV Marathon Asian Small Companies Fund adopted June 24,
1996 filed as Exhibit (n) to Post-Effective Amendment No. 65 and
incorporated herein by reference.

(p) Amendment to Distribution Plan of Eaton Vance Growth Trust on
behalf of EV Traditional Asian Small Companies Fund adopted June
24, 1996 filed as Exhibit (o) to Post-Effective Amendment No. 65
and incorporated herein by reference.

(q) Amendment to Distribution Plan of Eaton Vance Growth Trust on
behalf of EV Marathon Gold & Natural Resources Fund adopted June
24, 1996 filed as Exhibit (p) to Post-Effective Amendment No. 65
and incorporated herein by reference.

(r) Amendment to Distribution Plan of Eaton Vance Growth Trust on
behalf of EV Classic Greater China Growth Fund adopted June 24,
1996 filed as Exhibit (q) to Post-Effective Amendment No. 65 and
incorporated herein by reference.

(s) Amendment to Distribution Plan of Eaton Vance Growth Trust on
behalf of EV Marathon Greater China Growth Fund adopted June 24,
1996 filed as Exhibit (r) to Post-Effective Amendment No. 65 and
incorporated herein by reference.

(t) Amendment to Distribution Plan of Eaton Vance Growth Trust on
behalf of EV Traditional Greater China Growth Fund adopted June 24,
1996 filed as Exhibit (s) to Post-Effective Amendment No. 65 and
incorporated herein by reference.

(u) Amendment to Distribution Plan of Eaton Vance Growth Trust on
behalf of EV Classic Growth Fund adopted June 24, 1996 filed as
Exhibit (t) to Post-Effective Amendment No. 65 and incorporated
herein by reference.

(v) Amendment to Distribution Plan of Eaton Vance Growth Trust on
behalf of EV Marathon Growth Fund adopted June 24, 1996 filed as
Exhibit (u) to Post-Effective Amendment No. 65 and incorporated
herein by reference.

(w) Amendment to Service Plan of Eaton Vance Growth Trust on behalf of
EV Traditional Growth Fund adopted June 24, 1996 filed as Exhibit
(v) to Post-Effective Amendment No. 65 and incorporated herein by
reference.

(x) Amendment to Distribution Plan of Eaton Vance Growth Trust on
behalf of EV Classic Information Age Fund adopted June 24, 1996
filed as Exhibit (w) to Post-Effective Amendment No. 65 and
incorporated herein by reference.

(y) Amendment to Distribution Plan of Eaton Vance Growth Trust on
behalf of EV Marathon Information Age Fund adopted June 24, 1996
filed as Exhibit (x) to Post-Effective Amendment No. 65 and
incorporated herein by reference.

(z) Amendment to Distribution Plan of Eaton Vance Growth Trust on
behalf of EV Traditional Information Age Fund adopted June 24, 1996
filed as Exhibit (y) to Post-Effective Amendment No. 65 and
incorporated herein by reference.

(aa) Amendment to Distribution Plan of Eaton Vance Growth Trust on
behalf of EV Marathon Worldwide Health Sciences Fund adopted June
24, 1996 filed as Exhibit (z) to Post- Effective Amendment No. 65
and incorporated herein by reference.

(16) Schedules for Computation of Performance Quotations filed herewith.

(17)(a) Power of Attorney dated August 7, 1995 for Eaton Vance Growth Trust
filed as Exhibit (17)(a) to Post-Effective Amendment No. 59 and
incorporated herein by reference.

(b) Power of Attorney dated August 7, 1995 for Growth Portfolio filed
as Exhibit (17)(b) to Post-Effective Amendment No. 59 and
incorporated herein by reference.

(c) Power of Attorney dated June 24, 1996 for Information Age Portfolio
filed as Exhibit (17)(c) to Post-Effective Amendment No. 65 and
incorporated herein by reference.

(d) Power of Attorney dated June 24, 1996 for Asian Small Companies
Portfolio filed as Exhibit (17)(d) to Post-Effective Amendment No.
64 and incorporated herein by reference.

(e) Power of Attorney dated June 24, 1996 for Greater China Growth
Portfolio filed as Exhibit (17)(e) to Post-Effective Amendment No.
64 and incorporated herein by reference.

(f) Power of Attorney dated June 24, 1996 for Worldwide Health Sciences
Portfolio filed as Exhibit (17)(f) to Post-Effective Amendment No.
64 and incorporated herein by reference.

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 DECEMBER 31, 1996
-------------- -----------------

Shares of beneficial interest without par value
EV Marathon Asian Small Companies Fund 1
EV Traditional Asian Small Companies Fund 1
EV Classic Greater China Growth Fund 1,178
EV Marathon Greater China Growth Fund 23,298
EV Traditional Greater China Growth Fund 15,808
EV Classic Growth Fund 60
EV Marathon Growth Fund 537
EV Traditional Growth Fund 10,158
EV Marathon Gold & Natural Resources Fund 1,624
EV Classic Information Age Fund 83
EV Marathon Information Age Fund 1,954
EV Traditional Information Age Fund 1,075
EV Marathon Worldwide Health Sciences Fund 780

ITEM 27. INDEMNIFICATION

Article XIV of the Trust's Declaration of Trust, dated May 25, 1989, as
amended, permits Trustee and officer indemnification by By-law, contract and
vote. Article XI of the By-laws contains indemnification provisions.
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.

The distribution agreements of the Trust also provide for reciprocal
indemnity of the principal underwriter on the one hand, and the Trustees and
officers, on the other.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

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

<PAGE>

ITEM 29. PRINCIPAL UNDERWRITER

(A) Registrant's principal underwriter, Eaton Vance Distributors, Inc., a
wholly-owned subsidiary of Eaton Vance Management, is the principal
underwriter for each of the investment companies named below:
<TABLE>
<CAPTION>
<S> <C>
EV Classic California Municipals Fund EV Marathon Georgia Municipals Fund
EV Classic Connecticut Municipals Fund EV Marathon Gold & Natural Resources Fund
EV Classic Florida Insured Municipals Fund EV Marathon Government Obligations Fund
EV Classic Florida Limited Maturity EV Marathon Greater China Growth Fund
Municipals Fund EV Marathon Greater India Fund
EV Classic Florida Municipals Fund EV Marathon Growth Fund
EV Classic Government Obligations Fund EV Marathon Hawaii Municipals Fund
EV Classic Greater China Growth Fund EV Marathon High Income Fund
EV Classic Growth Fund EV Marathon High Yield Municipals Fund
EV Classic High Income Fund EV Marathon Information Age Fund
EV Classic Information Age Fund EV Marathon Investors Fund
EV Classic Investors Fund EV Marathon Kansas Municipals Fund
EV Classic Massachusetts Limited Maturity EV Marathon Kentucky Municipals Fund
Municipals Fund EV Marathon Louisiana Municipals Fund
EV Classic National Limited Maturity EV Marathon Maryland Municipals Fund
Municipals Fund EV Marathon Massachusetts Limited Maturity
EV Classic National Municipals Fund Municipals Fund
EV Classic New Jersey Municipals Fund EV Marathon Massachusetts Municipals Fund
EV Classic New York Limited Maturity EV Marathon Michigan Limited Maturity
Municipals Fund Municipals Fund
EV Classic New York Municipals Fund EV Marathon Michigan Municipals Fund
EV Classic Pennsylvania Limited EV Marathon Minnesota Municipals Fund
Maturity Municipals Fund EV Marathon Mississippi Municipals Fund
EV Classic Pennsylvania Municipals Fund EV Marathon Missouri Municipals Fund
EV Classic Senior Floating-Rate Fund EV Marathon National Limited Maturity
EV Classic Strategic Income Fund Municipals Fund
EV Classic Special Equities Fund EV Marathon National Municipals Fund
EV Classic Stock Fund EV Marathon New Jersey Limited Maturity
EV Classic Total Return Fund Municipals Fund
EV Marathon Alabama Municipals Fund EV Marathon New Jersey Municipals Fund
EV Marathon Arizona Municipals Fund EV Marathon New York Limited Maturity
EV Marathon Arkansas Municipals Fund Municipals Fund
EV Marathon Asian Small Companies Fund EV Marathon New York Municipals Fund
EV Marathon California Limited Maturity EV Marathon North Carolina Municipals Fund
Municipals Fund EV Marathon Ohio Limited Maturity
EV Marathon California Municipals Fund Municipals Fund
EV Marathon Colorado Municipals Fund EV Marathon Ohio Municipals Fund
EV Marathon Connecticut Limited Maturity EV Marathon Oregon Municipals Fund
Municipals Fund EV Marathon Pennsylvania Limited Maturity
EV Marathon Connecticut Municipals Fund Municipals Fund
EV Marathon Emerging Markets Fund EV Marathon Pennsylvania Municipals Fund
EV Marathon Florida Insured Municipals Fund EV Marathon Rhode Island Municipals Fund
EV Marathon Florida Limited Maturity EV Marathon Strategic Income Fund
Municipals Fund EV Marathon South Carolina Municipals Fund
EV Marathon Florida Municipals Fund EV Marathon Special Equities Fund

<PAGE>

EV Marathon Stock Fund EV Traditional Michigan Municipals Fund
EV Marathon Tax-Managed Growth Fund EV Traditional Minnesota Municipals Fund
EV Marathon Tennessee Municipals Fund EV Traditional Mississippi Municipals Fund
EV Marathon Texas Municipals Fund EV Traditional Missouri Municipals Fund
EV Marathon Total Return Fund Eaton Vance Municipal Bond Fund L.P.
EV Marathon Virginia Municipals Fund EV Traditional National Limited Maturity
EV Marathon West Virginia Municipals Fund Municipals Fund
EV Marathon Worldwide Health Sciences Fund EV Traditional National Municipals Fund
EV Traditional Alabama Municipals Fund EV Traditional New Jersey Limited Maturity
EV Traditional Arizona Municipals Fund Municipals Fund
EV Traditional Arkansas Municipals Fund EV Traditional New Jersey Municipals Fund
EV Traditional Asian Small Companies Fund EV Traditional New York Limited Maturity
EV Traditional California Limited Maturity Municipals Fund
Municipals Fund EV Traditional New York Municipals Fund
EV Traditional California Municipals Fund EV Traditional North Carolina Municipals Fund
EV Traditional Colorado Municipals Fund EV Traditional Ohio Limited Maturity
EV Traditional Connecticut Limited Maturity Municipals Fund
Municipals Fund EV Traditional Ohio Municipals Fund
EV Traditional Connecticut Municipals Fund EV Traditional Oregon Municipals Fund

EV Traditional Emerging Growth Fund EV Traditional Pennsylvania Municipals Fund

EV Traditional Emerging Markets Fund EV Traditional Rhode Island Municipals Fund
EV Traditional Florida Insured Municipals Fund EV Traditional South Carolina Municipals Fund
EV Traditional Florida Limited Maturity EV Traditional Special Equities Fund
Municipals Fund EV Traditional Stock Fund
EV Traditional Florida Municipals Fund EV Traditional Tax-Managed Growth Fund
EV Traditional Georgia Municipals Fund EV Traditional Tennessee Municipals Fund
EV Traditional Government Obligations Fund EV Traditional Texas Municipals Fund
EV Traditional Greater China Growth Fund EV Traditional Total Return Fund
EV Traditional Greater India Fund EV Traditional Virginia Municipals Fund
EV Traditional Growth Fund EV Traditional West Virginia Municipals Fund
EV Traditional Hawaii Municipals Fund EV Traditional Worldwide Health
EV Traditional High Yield Municipals Fund Sciences Fund, Inc.
Eaton Vance Income Fund of Boston Eaton Vance Cash Management Fund
EV Traditional Information Age Fund Eaton Vance Liquid Assets Fund
EV Traditional Investors Fund Eaton Vance Money Market Fund
EV Traditional Kansas Municipals Fund Eaton Vance Prime Rate Reserves
EV Traditional Kentucky Municipals Fund Eaton Vance Short-Term Treasury Fund
EV Traditional Louisiana Municipals Fund Eaton Vance Tax Free Reserves
EV Traditional Maryland Municipals Fund Massachusetts Municipal Bond Portfolio
EV Traditional Massachusetts Municipals Fund

EV Traditional Michigan Limited Maturity
Municipals Fund

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(b)
(1) (2) (3)
NAME AND PRINCIPAL POSITIONS AND OFFICES POSITIONS AND OFFICE
BUSINESS ADDRESS* WITH PRINCIPAL UNDERWRITER WITH REGISTRANT
------------------ -------------------------- --------------------
<S> <C> <C>
James B. Hawkes Vice President and Director President and Trustee
William M. Steul Vice President and Director None
Wharton P. Whitaker President and Director None
Chris Berg Vice President None
Kate Bradshaw Vice President None
Susan W. Bukima Vice President None
Jeffrey W. Butterfield Vice President None
David B. Carle Vice President None
James S. Comforti Vice President None
Raymond Cox Vice President None
Mark P. Doman Vice President None
Alan R. Dynner Vice President None
James Foley Vice President None
Michael A. Foster Vice President None
William M. Gillen Vice President None
Hugh S. Gilmartin Vice President None
Perry D. Hooker Vice President None
Brian Jacobs Senior Vice President None
Thomas P. Luka Vice President None
John Macejka Vice President None
Timothy D. McCarthy Vice President None
Joseph T. McMenamin Vice President None
Morgan C. Mohrman Senior Vice President None
James A. Naughton Vice President None
Mark D. Nelson Vice President None
Linda D. Newkirk Vice President None
James L. O'Connor Vice President Treasurer
Thomas Otis Secretary and Clerk Secretary
George D. Owen, II Vice President None
F. Anthony Robinson Vice President None
Jay S. Rosoff Vice President None
Benjamin A. Rowland, Jr. Vice President, Treasurer and Director None
John P. Rynne Vice President None
Kevin Schrader Vice President None
George V.F. Schwab, Jr. Vice President None
Cornelius J. Sullivan Vice President None
David M. Thill Vice President None
Chris Volf Vice President None
Sue Wilder Vice President None
- ----------
*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, 4400
Computer Drive, Westborough, MA 01581-5120, with the exception of certain
corporate documents and portfolio trading documents which are in the possession
and custody of Eaton Vance Management, 24 Federal Street, Boston, MA 02110.
Certain corporate documents of Information Age Portfolio, Worldwide Developing
Resources Portfolio, and Worldwide Health Sciences Portfolio (each a
"Portfolio") are also maintained by IBT Trust Company (Cayman) Ltd., The Bank of
Nova Scotia Building, P.O. Box 501, George Town, Grand Cayman, Cayman Islands,
British West Indies, and certain investor account, Portfolio and the
Registrant's accounting records are held by IBT Fund Services (Canada) Inc., 1
First Canadian Place, King Street West, Suite 2800, P.O. Box 231, Toronto,
Ontario, Canada M5X 1C8. Registrant is informed that all applicable accounts,
books and documents required to be maintained by registered investment advisers
are in the custody and possession of Eaton Vance Management.

ITEM 31. MANAGEMENT SERVICES

Not applicable

ITEM 32. UNDERTAKINGS

The Registrant undertakes to file a Post-Effective Amendment on behalf of EV
Marathon Asian Small Companies Fund and EV Traditional Asian Small Companies
Fund, using financial statements which need not be certified, within four to six
months from the effective date of Post-Effective Amendment No. 62 (and the
commencement of their operations); on behalf of EV Marathon Worldwide Health
Sciences Fund, using financial statements which need not be certified, within
four to six months from the effective date of this Post-Effective Amendment No.
64 and on behalf of EV Traditional Worldwide Developing Resources Fund, using
financial statements which need not be certified, within four to six months from
the effective date of this Post-Effective Amendment No. 66.

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 15th day of January, 1997.

EATON VANCE GROWTH TRUST

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

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

SIGNATURE TITLE DATE
--------- ----- ----

President, Principal Executive
/s/ JAMES B. HAWKES Officer and Trustee January 15, 1997
- ---------------------------
JAMES B. HAWKES

Treasurer and Principal Financial
/s/ JAMES L. O'CONNOR and Accounting Officer January 15, 1997
- ---------------------------
JAMES L. O'CONNOR

DONALD R. DWIGHT* Trustee January 15, 1997
- ---------------------------
DONALD R. DWIGHT

SAMUEL L. HAYES, III* Trustee January 15, 1997
- ---------------------------
SAMUEL L. HAYES, III

NORTON H. REAMER* Trustee January 15, 1997
- ---------------------------
NORTON H. REAMER

JOHN L. THORNDIKE* Trustee January 15, 1997
- ---------------------------
JOHN L. THORNDIKE

JACK L. TREYNOR* Trustee January 15, 1997
- ---------------------------
JACK L. TREYNOR

*By: /s/ JAMES B. HAWKES
- ---------------------------
As Attorney-in-fact

<PAGE>

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

(1)(c) Amendment and Restatement of Establishment and
Designation of Series dated January 10, 1997.
(6)(a)(3)(a) Form of Amended Schedule A dated , 1997
to the Distribution Agreement between Eaton Vance
Growth Trust (on behalf of its Traditional series) and
Eaton Vance Distributors, Inc. (filed as Exhibit
(6)(a)(3).
(9)(a) Form of Administrative Services Agreement between
Eaton Vance Growth Trust (on behalf of certain series)
dated , 1997, with attached Schedule A.
(11) Consent of Independent Auditors for EV Marathon
Gold & Natural Resources Fund.
(15)(n) Form of Service Plan adopted for EV Traditional
Worldwide Developing Resources Fund.
(16) Schedules for Computation of Performance Quotations.

<PAGE>
EXHIBIT 99.(1)(C)

EATON VANCE GROWTH TRUST

Amendment and Restatement

Establishment and Designation of Series of Shares

of Beneficial Interest, Without Par Value

(as amended and restated January 10, 1997)

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 effective January 15, 1997 to change
the name of one of the previously designated series, i.e., EV Marathon Gold &
Natural Resources Fund to EV Marathon Worldwide Developing Resources Fund and
add one additional series, i.e., EV Traditional Worldwide Developing Resources
Fund 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 fifteen separate series
("Funds"), each Fund to have the following special and relative rights:

1. The Funds shall be designated as follows:
<TABLE>

<S> <C>
EV Marathon Asian Small Companies Fund EV Classic Information Age Fund
EV Traditional Asian Small Companies Fund EV Marathon Information Age Fund
EV Classic Greater China Growth Fund EV Traditional Information Age Fund
EV Marathon Greater China Growth Fund EV Marathon Worldwide Developing Resources Fund
EV Traditional Greater China Growth Fund EV Traditional Worldwide Developing Resources Fund
EV Classic Growth Fund EV Marathon Worldwide Health Sciences Fund
EV Marathon Growth Fund EV Traditional Worldwide Health Sciences Fund
EV Traditional Growth Fund
</TABLE>

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: January 10, 1997

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

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

/s/ Samuel L. Hayes, III
- ---------------------------- ----------------------------
Samuel L. Hayes, III Jack L. Treynor

EXHIBIT 99.(6)(A)(3)(A)

FORM OF

AMENDED SCHEDULE A

EATON VANCE GROWTH TRUST
DISTRIBUTION AGREEMENT
(TRADITIONAL FUNDS)

EFFECTIVE , 1997

<TABLE>
<S> <C>
Name of Fund Inception Date of Prior Agreements
------------ ----------------------------------

EV Traditional Asian Small Companies Fund March 1, 1996
EV Traditional Greater China Growth Fund October 27, 1992
EV Traditional Growth Fund December 15, 1982/August 30, 1989
EV Traditional Information Age Fund August 23, 1995
EV Traditional Worldwide Developing Resources Fund n/a
</TABLE>

<PAGE>
EXHIBIT 99.(9)(A)

FORM OF

EATON VANCE GROWTH TRUST

AMENDED ADMINISTRATIVE SERVICES AGREEMENT

AGREEMENT made this day of , 1997, between Eaton Vance
Growth Trust, a Massachusetts business trust (the "Trust") on behalf of each of
its series listed on Schedule A (the "Funds") and Eaton Vance Management, a
Massachusetts business Trust, (the "Administrator").

IN CONSIDERATION of the mutual promises and undertakings herein
contained, the parties hereto agree with respect to each Fund:

1. Duties of the Administrator. The Trust hereby employs the
Administrator to act as administrator of the Fund and to administer its affairs,
subject to the supervision of the Trustees of the Trust, for the period and on
the terms set forth in this Agreement.

The Administrator hereby accepts such employment, and undertakes to
afford to the Trust the advice and assistance of the Administrator's
organization in the administration of the Fund and 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 and to pay the salaries and fees of
all officers and Trustees of the Trust who are members of the Administrator's
organization and all personnel of the Administrator performing services relating
to administrative activities. The Administrator shall for all purposes herein be
deemed to be an independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent the Trust in
any way or otherwise be deemed an agent of the Trust.

Notwithstanding the foregoing, the Administrator shall not be deemed to
have assumed any duties with respect to, and shall not be responsible for, the
management of the Fund's assets or the rendering of investment advice and
supervision with respect thereto or the distribution of shares of the Fund, nor
shall the Administrator be deemed to have assumed or have any responsibility
with respect to functions specifically assumed by any transfer agent, custodian
or shareholder servicing agent of the Trust or the Fund. It is intended that the
assets of the Fund will be invested in an interest in a registered open-end
investment company having substantially the same investment objective, policies
and restrictions as the Fund (the "Portfolio"). Boston Management and Research
("BMR"), an affiliate of the Administrator, currently acts as investment adviser
to the Portfolio under an Investment Advisory Agreement between the Portfolio
and BMR.

2. Allocation of Charges and Expenses. The Administrator shall pay the
entire salaries and fees of all of the Trust's Trustees and officers who devote
part or all of their time to the affairs of the Administrator, and the salaries
and fees of such persons shall not be deemed to be expenses incurred by the
Trust for purposes of this Section 2. Except as provided in the foregoing
sentence, the Administrator shall not pay any expenses relating to the Trust or
the Fund including, 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 acquisition, disposition and valuation 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 Trust,
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
disbursements of custodians and subcustodians 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
values), (xiv) fees, expenses and disbursements of transfer agents, dividend
disbursing agents, shareholder servicing agents and registrars for all services
to the Fund, (xv) expenses for 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
Adviser's organization, and (xviii) 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.

3. Compensation of Administrator. The Board of Trustees of the Trust
have currently determined that, based on the current level of compensation
payable to BMR by the Portfolio under the Portfolio's present Investment
Advisory Agreement with BMR, the Administrator shall receive no compensation
from the Trust or the Fund in respect of the services to be rendered and the
facilities to be provided by the Administrator under this Agreement. If the
Trustees determine that the Trust or Fund, should compensate the Administrator
for such services and facilities, such compensation shall be set forth in a new
agreement or in an amendment to this Agreement to be entered into by the parties
hereto.

4. Other Interests. It is understood that Trustees and officers of the
Trust and shareholders of the Fund are or may be or become interested in the
Administrator as trustees, officers, employees, shareholders or otherwise and
that trustees, officers, employees and shareholders of the Administrator are or
may be or become similarly interested in the Fund, and that the Administrator
may be or become interested in the Fund as shareholder or otherwise. It is also
understood that trustees, officers, employees and shareholders of the
Administrator 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 Administrator may
organize, sponsor or acquire, or with which it may merge or consolidate, and
which may include the words "Eaton Vance" or "Eaton & Howard" or "Vance Sanders"
or any combination thereof as part of their name, and that the Administrator or
its subsidiaries or affiliates may enter into advisory or management or
administration agreements or other contracts or relationships with such other
companies or entities.

5. Limitation of Liability of the Administrator. The services of the
Administrator to the Trust and the Fund are not to be deemed to be exclusive,
the Administrator 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 Administrator, the Administrator shall not be subject to liability to the
Trust or 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 acquisition, holding or disposition of any
security or other investment.

6. Sub-Administrators. The Administrator may employ one or more
sub-administrators from time to time to perform such of the acts and services of
the Administrator and upon such terms and conditions as may be agreed upon
between the Administrator and such sub-administrators and approved by the
Trustees of the Trust.

7. Duration and Termination of this Agreement. This Agreement shall
become effective upon the date of its execution, and, unless terminated as
herein provided, shall remain in full force and effect through and including
February 28, 1998 and shall continue in full force and effect indefinitely
thereafter, but only so long as such continuance after February 28, 1998 is
specifically approved at least annually (i) by the Board of Trustees of the
Trust and (ii) by the vote of a majority of those Trustees of the Trust who are
not interested persons of the Administrator or the Trust.

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

8. Amendments of the Agreement. This Agreement may be amended by a
writing signed by both parties hereto, provided that no amendment to this
Agreement shall be effective until approved (i) by the vote of a majority of
those Trustees of the Trust who are not interested persons of the Administrator
or the Trust, and (ii) by vote of the Board of Trustees of the Trust. Additional
series of the Trust, however, will become a Fund hereunder upon approval by the
Trustees of the Trust and amendment of Schedule A.

9. Limitation of Liability. The Fund shall not be responsible for the
obligations of any other series of the Trust. The Administrator expressly
acknowledges the provision in the Declaration of Trust of the Trust limiting the
personal liability of shareholders of the Fund and of the officers and Trustees
of the Trust, and the Administrator 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 Administrator arising out of this Agreement and shall not
seek satisfaction from the shareholders or any shareholder of the Fund or from
the officers or Trustees of the Trust.

10. Use of the Name "Eaton Vance." The Administrator 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 Administrator or one of its affiliates as the administrator 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 Administrator and its affiliates
and other investment companies that have obtained consent to the use of the name
"Eaton Vance." The Administrator 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 Administrator or one of its affiliates as
the Fund's administrator. Future names adopted by the Fund for itself, insofar
as such names include identifying words requiring the consent of the
Administrator, shall be the property of the Administrator and shall be subject
to the same terms and conditions.

11. Certain Definitions. The terms "assignment" and "interested
persons" when used herein shall have the respective meanings 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" 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.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.

EATON VANCE GROWTH TRUST EATON VANCE MANAGEMENT

By -------------------------------- By ---------------------------------

President Vice President and not individually
<PAGE>

SCHEDULE A

EATON VANCE GROWTH TRUST

AMENDED ADMINISTRATIVE SERVICES AGREEMENT

DATED _____________, 1997

EV Classic Growth Fund
EV Marathon Growth Fund
EV Traditional Growth Fund
EV Marathon Worldwide Developing Resources Fund
EV Traditional Worldwide Developing Resources Fund

<PAGE>

EXHIBIT (11)

CONSENT OF INDEPENDENT AUDITORS

We consent to the use in this Post-Effective Amendment No. 66 to the
Registration Statement of Eaton Vance Growth Trust (1933 Act File No. 2-22019)
on behalf of EV Marathon Gold & Natural Resources Fund of our report dated
October 4, 1996, relating to EV Marathon Gold & Natural Resources Fund, which
report is included in the Annual Report to Shareholders for the year ended
August 31, 1996 which is incorporated by reference in the Statement of
Additional Information, which is part of such Registration Statement.

We also consent to the reference to our Firm under the heading "The Fund's
Financial Highlights" in the Prospectus and under the captions "Independent
Certified Public Accountants" and "Financial Statements" in the Statement of
Additional Information of the Registration Statement.

/s/ DELOITTE & TOUCHE LLP
---------------------------------
DELOITTE & TOUCHE LLP

January 15, 1997
Boston, Massachusetts

<PAGE>
EXHIBIT 99.(15)(N)
FORM OF

EATON VANCE GROWTH TRUST

SERVICE PLAN

ON BEHALF OF
EV TRADITIONAL WORLDWIDE DEVELOPING RESOURCES 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 on behalf of its series EV Traditional Worldwide
Developing Resources Fund (the "Fund") desires to adopt a Service Plan pursuant
to which the Fund intends to pay service fees as contemplated in paragraphs (b)
and (d) of Rule 2830 of the Conduct Rules of the National Association of
Securities Dealers, Inc. (the "NASD Rules");

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

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

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

1. 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 (d)(5) of
Rule 2830 of the NASD Rules.

2. This Plan shall not take effect until after it has been approved by
both a majority of (i) those Trustees of the Trust who are not "interested
persons" of the Trust (as defined in the Act) and have no direct or indirect
financial interest in the operations of this 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.

3. 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 2.

4. 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 2.

5. The persons authorized to direct the disposition of monies paid or
payable by the Trust pursuant to this Plan or any related agreement made by the
Trust on behalf of Fund shall be the President or any Vice President of the
Trust. One or more of 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.

6. 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.

7. This Plan may not be amended to increase materially the payments to
be made by the Fund as provided in Section 1 unless such amendment, if required
by law, 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 in Section 2.

8. 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.

9. 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 5, 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.

10. 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 or officers or Trustees of the Trust.

11. When used in this Plan, the term "service fees" shall have the same
meaning as such term has in paragraphs (b) and (d) of Rule 2830 of the NASD
Rules. When used in this Plan, the term "vote of a majority of the outstanding
voting securities" 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.

12. 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 ________________, 1997

* * *

<PAGE>
<TABLE>
EXHIBIT 99.16

INVESTMENT PERFORMANCE -- EV MARATHON GOLD & NATURAL RESOURCES FUND

VALUE OF A $1,000 INVESTMENT

VALUE OF VALUE OF
INVESTMENT INVESTMENT TOTAL RETURN TOTAL RETURN
INVESTMENT INVESTMENT BEFORE CDSC AFTER CDSC BEFORE DEDUCTING CDSC AFTER DEDUCTING CDSC
PERIOD DATE ON 08/31/96 ON 08/31/96 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
<S> <C> <C> <C> <C> <C> <C> <C>

LIFE OF
FUND 10/21/87 $3,079.66 $3,079.66 207.97% 13.52% 207.97% 13.52%

5 YEARS ENDED
08/31/96 08/31/91 $2,204.29 $2,184.29 120.43% 17.13% 118.43% 16.91%

1 YEAR ENDED
08/31/96 08/31/95 $1,396.87 $1,346.87 39.69% 39.69% 34.69% 34.69%

Average annual total return is calculated using the following formula:

n
P(1+T) = ERV

where P = an initial investment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of $1,000 initial investment at the end of the period after
deducting the CDSC *

Cumulative total return is calculated using the following formula:

T = ( ERV / P ) - 1

where T = cumulative total return including the maximum sales charge
ERV = ending redeemable value of $1,000 initial investment at the end of the period after
deducting the CDSC **
P = an initial investment of $1,000

* The average annual total return not including the CDSC is calculated based on the ending investment value
before deducting the CDSC.

** The cumulative total return not including the CDSC is calculated based on the ending investment value before
deducting the CDSC.
</TABLE>
<PAGE>

<TABLE>
INVESTMENT PERFORMANCE -- EV TRADITIONAL WORLDWIDE DEVELOPING RESOURCES FUND

The table below indicates the total return (capital changes plus reinvestment of all distributions) on a hypothetical investment of
$1,000 in the Fund covering the period from October 21, 1987 through August 31, 1996 and for the 1 and 5 year periods ended
August 31, 1996. Total return for the period prior to the Fund's commencement of operations is for the Portfolio (or its
predecessor) adjusted for the Fund's sales charge.
<CAPTION>

VALUE OF A $1,000 INVESTMENT

VALUE OF VALUE OF TOTAL RETURN TOTAL RETURN
INVESTMENT INVESTMENT INITIAL INVESTMENT EXCLUDING SALES CHARGE INCLUDING SALES CHARGE
PERIOD DATE INVESTMENT* ON 08/31/96 CUMULATIVE ANNUALIZED CUMULATIVE ANNUALIZED
<S> <C> <C> <C> <C> <C> <C> <C>

LIFE OF
FUND 10/21/87 $952.38 $2,933.00 207.97% 13.52% 193.30% 12.90%

5 YEARS ENDED
08/31/96 08/31/91 $952.78 $2,100.21 120.43% 17.13% 110.02% 16.00%

1 YEAR ENDED
08/31/96 08/31/95 $952.44 $1,330.45 39.69% 39.69% 33.04% 33.04%

Average annual total return is calculated using the following formula:

n
P(1+T) = ERV

where P = an initial investment of $1,000 **
T = average annual total return
n = number of years
ERV = ending redeemable value of $1,000 initial investment at the end of the period

Cumulative total return is calculated using the following formula:

T = ( ERV / P ) - 1

where T = cumulative total return including the maximum sales charge
ERV = ending redeemable value of $1,000 initial investment at the end of the period
P = an initial investment of $1,000 ***

* Initial investment less the current maximum sales charge of 4.75%.

** The average annual total return including the sales charge is calculated based on an initial investment of $1,000 less the
maximum initial sales charge of 4.75%.

*** The cumulative total return including the sales charge is calculated based on an initial investment of $1,000 less
maximum initial sales charge of 4.75%.
</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000102816
<NAME> EATON VANCE GROWTH TRUST
<SERIES>
<NUMBER> 7
<NAME> EV MARATHON GOLD & NATURAL RESOURCES FUND

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> AUG-31-1996
<INVESTMENTS-AT-COST> 15,058,926
<INVESTMENTS-AT-VALUE> 19,924,076
<RECEIVABLES> 958,544
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 465
<TOTAL-ASSETS> 20,883,085
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 754,303
<TOTAL-LIABILITIES> 754,303
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 12,228,865
<SHARES-COMMON-STOCK> 932,892
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 3,034,767
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,865,150
<NET-ASSETS> 20,128,782
<DIVIDEND-INCOME> 123,116
<INTEREST-INCOME> 11,692
<OTHER-INCOME> 0
<EXPENSES-NET> 378,270
<NET-INVESTMENT-INCOME> (243,462)
<REALIZED-GAINS-CURRENT> 3,284,714
<APPREC-INCREASE-CURRENT> 2,237,334
<NET-CHANGE-FROM-OPS> 5,278,586
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 821,177
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 409,901
<NUMBER-OF-SHARES-REDEEMED> 448,638
<SHARES-REINVESTED> 42,310
<NET-CHANGE-IN-ASSETS> 412,640
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 114,803
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 380,943
<AVERAGE-NET-ASSETS> 15,324,574
<PER-SHARE-NAV-BEGIN> 16.42
<PER-SHARE-NII> (0.261)
<PER-SHARE-GAIN-APPREC> 6.371
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0.950
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 21.58
<EXPENSE-RATIO> 3.90
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>